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EXHIBIT

                                  (TRANSLATION)

                            ARTICLES OF INCORPORATION

                           (Amended on June 26, 1998)






                    MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
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                                  (TRANSLATION)

                            ARTICLES OF INCORPORATION
                                       OF
                    MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD.
                   (Matsushita Denki Sangyo Kabushiki Kaisha)



                                    CHAPTER I

                               GENERAL PROVISIONS

ARTICLE 1. (Trade Name)

         The Company shall be called Matsushita Denki Sangyo Kabushiki Kaisha,
         and written in English as Matsushita Electric Industrial Co., Ltd.

ARTICLE 2. (Principal Office)

         The principal office of the Company shall be located in Kadoma City,
         Osaka-fu.

ARTICLE 3. (Purpose)

         The purpose of the Company shall be to engage in the following
         businesses:

         1.  manufacture and sale of electric machinery and equipment,
             communication and electronic equipment, as well as lighting
             equipment;

         2.  manufacture and sale of gas, kerosene and kitchen equipment,
             as well as machinery and equipment for building and housing;

         3.  manufacture and sale of machinery and equipment for office and
             transportation, as well as for sales activities;

         4.  manufacture and sale of medical, health and hygienic
             equipment, apparatus and material;

         5.  manufacture and sale of optical and precision machinery and
             equipment;

         6.  manufacture and sale of batteries, battery-operated products,
             carbon and manganese and other chemical and metal products;


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         7.  manufacture and sale of air conditioning and anti-pollution
             equipment, as well as industrial machinery and equipment;

         8.  manufacture and sale of other machinery and equipment;

         9.  engineering and installation of machinery and equipment
             related to any of the preceding items as well as engineering
             and performance of and contracting for other construction
             work;

         10. production and sale of software;

         11. sale of iron and steel, nonferrous metals, minerals, oil, gas,
             ceramics, paper, pulp, rubber, leather, fibre and their
             products;

         12. sale of foods, beverages, liquor and other alcoholics,
             agricultural, livestock, dairy and marine produces, animal
             feed and their raw materials;

         13. manufacture and sale of drugs, quasi-drugs, cosmetics,
             fertilizer, poisonous and deleterious substance and other
             chemical products;

         14. sale of woods and other construction materials and general
             merchandise;

         15. motion picture and musical entertainment business and
             promotion of sporting events;

         16. export and import of products, materials and software
             mentioned in each of the preceding items (other than item 9);

         17. providing repair and maintenance services for the products,
             goods and software mentioned in each of the preceding items
             for itself and on behalf of others;

         18. provision of information and communication services, and
             broadcasting business;

         19. business related to publishing, printing, freight forwarding,
             security, maintenance of buildings, dispatch of workers,
             general leasing, financing, non-life insurance agency and
             buying, selling, maintaining and leasing of real estate;

         20. investment in various businesses;

         21. accepting commission for investigations, research, development
             and consulting related to any of the preceding items; and

         22. all other business or businesses incidental or related to any
             of the preceding items.


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ARTICLE 4. (Method of Public Notice)

         Public notices of the Company shall be given in the "Asahi Shimbun"
         published in Osaka City.



                                   CHAPTER II

                                     SHARES


ARTICLE 5. (Total Number of Shares and Par Value of Each Share)

         The total number of shares authorized to be issued by the Company shall
         be five billion (5,000,000,000).

         The amount of each share having par value shall be fifty yen (yen 50).

ARTICLE 6. (Retirement of Shares)

         After June 26, 1998, the Company may, by a resolution of the Board of
         Directors, purchase up to two hundred million (200,000,000) of the 
         Company's shares with profits and retire them.

ARTICLE 7. (Number of Shares Constituting One Unit of Shares)

         The number of shares constituting one unit of shares shall be one
         thousand (1,000).

ARTICLE 8. (Record Date)

         The Company shall deem those shareholders (including beneficial
         shareholders; hereinafter the same interpretation being applicable) 
         having voting rights whose names are registered as such on the 
         register of shareholders (including register of beneficial 
         shareholders; hereinafter the same interpretation being applicable) 
         as of the end of each fiscal period as the shareholders entitled to 
         exercise their rights as shareholders at the ordinary general meeting 
         of shareholders for such fiscal period.

         In addition to the preceding paragraph, the Company shall, by a
         resolution of the Board of Directors and upon giving prior public 
         notice, determine those shareholders and registered pledgees whose 
         names appear as such on the register of shareholders as of a 
         designated date as the shareholders or pledgees entitled to exercise 
         their rights.


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ARTICLE 9. (Transfer Agent)

         The Company shall appoint a transfer agent with respect to shares.

         The transfer agent and its handling office shall be designated by a
         resolution of the Board of Directors, and public notice shall be given 
         with regard thereto.
        
         The register of shareholders of the Company shall be kept at the
         handling office of the transfer agent, and the handling business
         related to shares, such as registration of transfer of shares,
         purchase by the Company of shares not constituting a full unit, etc.,
         shall be handled by the transfer agent and the Company shall not
         handle such business.
        
ARTICLE 10. (Share Handling Regulations)

         Registration of transfers of shares, purchase by the Company of shares
         constituting less than one unit of shares and other handling business
         related to shares of the Company shall be governed by, in addition to
         these Articles of Incorporation, the Share Handling Regulations
         established by the Board of Directors.



                                   CHAPTER III

                        GENERAL MEETINGS OF SHAREHOLDERS


ARTICLE 11. (Convocation)

         An ordinary general meeting of shareholders of the Company shall be
         convened within three (3) months from the day immediately following
         the day on which the accounts are closed, and an extraordinary general
         meeting of shareholders may be convened whenever necessary.

ARTICLE 12. (Chairman of General Meetings of Shareholders)

         Chairmanship of general meetings of shareholders shall be assumed by
         the President. Should the President be unable to act, one of the other
         Representative Directors shall take his/her place as previously
         determined by the Board of Directors.

ARTICLE 13. (Method of Adopting Resolutions)

         Unless otherwise provided by laws or orders or by these Articles of
         Incorporation, resolutions of general meetings of shareholders shall
         be adopted by a majority of the votes of shareholders present or
         represented at the meeting.        


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ARTICLE 14. (Exercise of Voting Rights through Proxy)

         A shareholder may exercise his/her voting rights through a proxy who
         is also a shareholder of the Company entitled to exercise voting
         rights; provided, however, that the proxy must submit to the Company a
         power of attorney authorizing such proxy. 



                                  CHAPTER IV

                        DIRECTORS AND BOARD OF DIRECTORS


ARTICLE 15. (Number of Directors)

         The number of Directors of the Company shall be three (3) or more.

ARTICLE 16. (Election of Directors)

         Directors shall be elected at a general meeting of shareholders.

         Resolutions for such election shall be adopted by a majority of the
         votes of the shareholders present who hold shares representing in the
         aggregate not less than one-third of the total outstanding shares
         which carry voting rights.

         No cumulative voting shall be used with respect to the resolutions for
         the election of Directors.

ARTICLE 17. (Representative Directors and Directors with Special Titles)

         The Company may, by a resolution of the Board of Directors, appoint
         from among the Directors one Chairman of the Board of Directors, one
         Vice Chairman of the Board of Directors, one President, and one or
         more Executive Vice Presidents, Senior Managing Directors and
         Managing Directors.

         The Chairman of the Board of Directors, the Vice Chairman of the Board
         of Directors, the President, Executive Vice Presidents, Senior
         Managing Directors and Managing Directors shall severally
         represent the Company.

ARTICLE 18. (Terms of Office of Directors)

         The terms of office of Directors shall expire at the conclusion of the
         ordinary general meeting of shareholders with respect to the last
         closing of accounts within two (2) years from their assumption of
         office.


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         The term of office of a Director elected to fill a vacancy shall
         expire at the time his/her predecessor's full term of office would
         have expired.

ARTICLE 19. (Remuneration and Retirement Allowances for Directors)

         Remuneration and retirement allowances for Directors shall be  
         determined at a general meeting of shareholders.

ARTICLE 20. (Notice of Convocation of a Meeting of Board of Directors)

         Notice of convocation of a meeting of the Board of Directors shall be
         dispatched to each Director and Corporate Auditor three (3) days in
         advance of the date set for the meeting; provided, however, that in
         case of urgency this period may be shortened.   

ARTICLE 21. (Regulations of Board of Directors)

         Matters to be resolved by the Board of Directors and any other details
         concerning the Board of Directors shall be governed by the Regulations
         of the Board of Directors established by the Board of Directors.



                                    CHAPTER V

                             CORPORATE AUDITORS AND
                           BOARD OF CORPORATE AUDITORS


ARTICLE 22. (Number of Corporate Auditors)

         The number of Corporate Auditors of the Company shall be three (3) or
         more.

ARTICLE 23. (Election of Corporate Auditors)

         Corporate Auditors shall be elected at a general meeting of
         shareholders.

         Resolutions for such election shall be adopted by a majority of the
         votes of the shareholders present who hold shares representing in the
         aggregate not less than one-third of the total outstanding shares
         which carry voting rights.  


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ARTICLE 24. (Full-time Corporate Auditors and Senior Corporate Auditors)

         The Company shall appoint one or more Full-time Corporate Auditor(s)   
         who shall be selected by the Corporate Auditors from among their
         number.

         The Company may appoint one or more Senior Corporate Auditor(s) who
         shall be selected by the Corporate Auditors from among their number.

ARTICLE 25. (Terms of office of Corporate Auditors)

         The terms of office of Corporate Auditors shall expire at the
         conclusion of the ordinary general meeting of shareholders with
         respect to the last closing of accounts within three (3) years from
         their assumption of office.

         The term of office of a Corporate Auditor elected to fill a vacancy
         shall expire at the time his/her predecessor's full term of office
         would have expired.  

ARTICLE 26. (Remuneration and Retirement Allowances for Corporate Auditors)

         Remuneration and retirement allowances for Corporate Auditors shall be 
         determined at a general meeting of shareholders.

ARTICLE 27. (Notice of Convocation of a Meeting of Board of Corporate Auditors)

         Notice of convocation of a meeting of the Board of Corporate Auditors
         shall be dispatched to each Corporate Auditor three (3) days in
         advance of the date set for the meeting; provided, however, that in
         case of urgency this period may be shortened.          

ARTICLE 28. (Regulations of Board of Corporate Auditors)

         Matters to be resolved by the Board of Corporate Auditors and any
         other details concerning the Board of Corporate Auditors shall be
         governed by the Regulations of the Board of Corporate Auditors
         established by the Board of Corporate Auditors.   


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                                   CHAPTER VI

                                    ACCOUNTS


ARTICLE 29. (Fiscal Year and Closing of Accounts)

         The fiscal year of the Company shall commence on April 1 each year and
         end on March 31 the next following year and the accounts shall be
         closed on the last day of each fiscal year.

ARTICLE 30. (Dividends)

         Dividends of the Company shall be paid to those shareholders or
         registered pledgees whose names appear as such on the register of 
         shareholders at the end of each fiscal period.

ARTICLE 31. (Interim Dividends)

         The Company may, by a resolution of the Board of Directors, pay
         interim dividends (cash distributions as provided in Article 293-5 of
         the Commercial Code; hereinafter the same being applicable) to those
         shareholders or registered pledgees whose names appear as such on the
         register of shareholders as of the close of September 30 of each
         year.

ARTICLE 32. (Expiration Period for Dividends and Interim Dividends)

         In case dividends or interim dividends shall not be received within
         three (3) years from the commencement of payment thereof, the Company
         shall be relieved from the obligation for the payment thereof.

         Dividends and interim dividends shall bear no interest.

ARTICLE 33. (Timing of Conversion of Convertible Debentures and Dividends)

         With respect to the first payment of dividends on shares issued upon
         conversion of convertible debentures, such conversion shall be deemed
         to have been made at the beginning of the business year in which the
         application for conversion was made and the dividends shall be
         paid accordingly.

         For the purpose of the application of the above provisions, the
         interim dividends pursuant to the provisions of Article 31 shall be
         deemed as the dividends and each of the periods from April 1 to
         September 30 and from October 1 to March 31 of the next following year
         shall be deemed a business year respectively.            


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                                   CHAPTER VII

                               MISCELLANEOUS RULES


ARTICLE 34. (Transfer Agent of Bonds or Debentures)

         The Company shall appoint a transfer agent or agents in respect to
         bonds or debentures issued by the Company.


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