Exhibit 15.1



Matsushita Announces Continuation of Policy toward

Large-scale Purchases of Companys Shares



On April 28, 2006 the Companys Board of Directors has decided to continue the companys policy toward large-scale purchases of Matsushita
shares. This policy, called the ESV (Enhancement of Shareholder Value) Plan, was originally announced on April 28, 2005. As stated in the April 28, 2005 press release, the ESV Plan reflects Matsushitas policy toward:

| | (i) | a purchase of Matsushita shares by a group of shareholders1with the intent to hold 20% or more of the total voting rights2of Matsushita, or
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| | (ii) | a purchase of Matsushita shares resulting in a group of shareholders holding 20% or more of the total voting rights of Matsushita.
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(The ESV Plan does not apply to cases where Matsushitas Board of Directors has given consent in advance of purchases set out in (i) or
(ii) above.)



Also in the April 28, 2005 press
release, Matsushita indicated that it intended to review the policy mentioned above, as necessary, for reasons including the enforcement of the Company Law in Japan and any other enactments of legislation, and that any such review would be conducted
strictly in the interests of all shareholders. Todays decision to continue the ESV Plan is a result of such review.



In the following outline of the details of the ESV Plan, a purchase of Matsushita shares set out in (i) or (ii) above shall be referred to as a
Large-scale Purchase, and a person or a company that intends to conduct a Large-scale Purchase shall be referred to as the Large-scale Purchaser.



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Basic Philosophy



Matsushitas Board of Directors believes that the companys shareholders should make the final decisions as to whether or not a Large-scale
Purchase is acceptable. If a Large-scale Purchase is to be conducted, sufficient information should be provided through the Board of Directors to shareholders so that they may make appropriate decisions. The Board of Directors intends to assess and
examine any proposed Large-scale Purchase after the information on such Large-scale Purchase is provided, and subsequently to disclose the opinion of the Board of Directors, to assist shareholders in making their decisions. The Board of Directors
may negotiate with the Large-scale Purchaser or offer alternative plans to shareholders, if it is deemed necessary.



The Matsushita Group recorded consolidated net sales of 8,894.3 billion yen for fiscal 2006, ended March 31, 2006, and consists of 637 consolidated
subsidiaries and 334,402 employees on a consolidated basis, as of March 31, 2006. Taking into account the scale of the companys operations and the wide range of its business fields, Matsushita believes it would be helpful for shareholders
to receive proper information from both the Large-scale Purchaser and the Board of Directors so that they may examine the terms of the Large-scale Purchase that may have an impact on the management of the company, including the adequacy of the
purchase price. The company believes that if a Large-scale Purchase is to be conducted, shareholders should be made aware of its potential impact on the future management of the Matsushita Group, as well as management policies and business plans
that the Large-scale Purchaser wishes to adopt, and the influence on other various stakeholders such as customers and employees, in order to determine whether or not the Large-scale Purchase is acceptable.



Under the basic philosophy mentioned above, Matsushitas Board of
Directors has established rules concerning Large-scale Purchases of Matsushita shares (hereinafter referred to as the Large-scale Purchase Rules) as described below. The Board of Directors will require any Large-scale Purchaser to comply with these
rules. If the Large-scale Purchaser does not comply with these rules, the Board of Directors intends to take certain countermeasures.



Large-scale Purchase Rules



Matsushitas Board of Directors believes that a Large-scale Purchaser should comply with the Large-scale Purchase Rules for the benefit of all
shareholders of Matsushita. The Large-scale Purchase Rules require that (i) a Large-scale Purchaser provide sufficient information to the Board of Directors, and (ii) a Large-scale Purchaser be permitted to commence the Large-scale
Purchase only after the prescribed period during which the Board of Directors assesses the Large-scale Purchase.



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First, a Large-scale Purchaser is required to provide Matsushitas Board of Directors with
sufficient information (hereinafter referred to as the Large-scale Purchase Information) so that the companys shareholders may make decisions and the Board of Directors may form its opinion regarding such Large-scale Purchase. The Large-scale
Purchase Information includes the followings:



|(1) | an outline of the Large-scale Purchaser and its group;
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|(2) | the purposes and conditions of the Large-scale Purchase;
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|(3) | the basis for determination of the purchase price and funds for purchase; and
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|(4) | management policies and business plans which the Large-scale Purchaser intends to adopt after the completion of the Large-scale Purchase.
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Since details of the Large-scale Purchase Information may vary depending on
each specific Large-scale Purchase, the Board of Directors, first of all, requires the Large-scale Purchaser to submit to Matsushita a letter of intention to comply with the Large-scale Purchase Rules, specifying the name of the Large-scale
Purchaser, address, governing law of incorporation, the name of the representative, contact details in Japan and an outline of the proposed Large-scale Purchase. Within five business days after receipt of such letter, the Board of Directors will
deliver to the Large-scale Purchaser a list of the Large-scale Purchase Information to be initially provided by the Large-scale Purchaser. If the information initially provided by the Large-scale Purchaser is deemed insufficient as Large-scale
Purchase Information, the Board of Directors may require additional information until it receives sufficient information. The Board of Directors will disclose the proposed Large-scale Purchase and all or part of the Large-scale Purchase Information
submitted to the Board of Directors at the time it deems appropriate, if such disclosure is considered necessary for shareholders to make decisions.



After all the Large-scale Purchase Information is provided, Matsushitas Board of Directors should be allowed a sixty day period (in the case of the
purchase of all Matsushita shares by a tender offer with cash-only (yen) consideration) or a ninety day period (in the case of any other Large-scale Purchase), depending on the difficulty level of assessment, as the period during which it will
assess, examine, negotiate, form an opinion and seek alternatives (hereinafter referred to as the Assessment Period). The Large-scale Purchase, therefore, shall be commenced only after the Assessment Period has elapsed. The Board of Directors will
thoroughly assess and examine the Large-scale Purchase Information with advice from outside professionals during the Assessment Period, and disclose its opinion.



As mentioned above, the Board of Directors may negotiate with the Large-scale Purchaser in order to improve the terms of the
proposed Large-scale Purchase or it may offer alternative plans to shareholders, as necessary.



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Countermeasures against non-compliance with the Large-scale Purchase Rules



The ESV Plan includes countermeasures to be taken in the event of
non-compliance with the Large-scale Purchase Rules. In the ESV Plan, non-compliance with the Large-scale Purchase Rules is the condition triggering Matsushitas countermeasures, in principle.



If a Large-scale Purchaser does not comply with the Large-scale Purchase
Rules, Matsushitas Board of Directors may take countermeasures against the Large-scale Purchaser to protect the interests of all shareholders. Countermeasures include the implementation of stock splits, issuance of stock acquisition rights or
any other measures that the Board of Directors is permitted to take under the Company Law in Japan or other laws and the companys articles of incorporation. The Board of Directors will make decisions relating to countermeasures by referring to
advice from outside professionals, such as lawyers and financial advisers and fully respecting the opinions of outside directors and statutory auditors. The Board of Directors will adopt specific countermeasures which it deems appropriate at that
time. If the Board of Directors elects to make a stock split for shareholders as of a certain record date, the maximum ratio of the stock split shall be five-for-one. If the Board of Directors elects to issue stock acquisition rights in a rights
offering, the outline of the issuance thereof shall be as described in the reference hereto. If the Board of Directors elects to issue stock acquisition rights as a countermeasure, it may determine the exercise period and exercise conditions of the
stock acquisition rights in consideration of the effectiveness thereof as a countermeasure.



The purpose of the Large-scale Purchase Rules is to provide an opportunity for Matsushitas shareholders to receive necessary information about the Large-scale Purchase, as well as the opinion and any alternative
plans from Matsushitas Board of Directors, in order to determine whether or not the Large-scale Purchase is acceptable. Matsushita believes these rules will benefit shareholders by providing them with sufficient information to make a decision
about a Large-scale Purchase that may have an impact on the management of the company. If a Large-scale Purchaser complies with the Large-scale Purchase Rules, the Board of Directors does not intend to prevent the Large-scale Purchase at its own
discretion, unless it is clear that such Large-scale Purchase will cause irreparable damage or loss to Matsushita. To this extent, the ESV Plan is essentially different from other defense measures, which have the purpose of preventing a Large-scale
Purchase based on the Board of Directors judgment and evaluation of the Large-scale Purchase. As an exception, however, in the event that it is clear to the Board of Directors, referring to advice from outside professionals, such as lawyers
and financial advisers and fully respecting the opinions of outside directors and statutory auditors, that a Large-scale Purchase will cause irreparable damage or loss to Matsushita and as a result, the Board of Directors makes a decision to take
countermeasures to prevent such Large-Scale Purchase, the Board of Directors will disclose such decision in a timely and appropriate manner.



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The company believes that the establishment of the Large-scale Purchase Rules and countermeasures to be
taken in the event of non-compliance with such rules are reasonable and appropriate in order to protect the legitimate interests of all Matsushita shareholders. The company recognizes that the aforementioned countermeasures may cause damage or loss,
economic or otherwise, to a prospective Large-scale Purchaser who does not comply with the Large-scale Purchase Rules. Thus, the company is hereby advising in advance against commencing a Large-scale Purchase that does not comply with the
Large-scale Purchase Rules.



Effect on Matsushitas shareholders and
investors



Matsushita does not anticipate that taking
countermeasures will cause shareholders, other than the Large-scale Purchaser, economic damage or loss of any rights, however, in the event that the Board of Directors determines to take a specific countermeasure, the Board of Directors will
disclose such countermeasure in a timely and appropriate manner, pursuant to relevant laws and stock exchange regulations. Regarding necessary procedures for shareholders in the event that a specific countermeasure is taken, in the case of a stock
split, shareholders must take the necessary steps to enter a share transfer in the shareholders register prior to the record date of the stock split, which shall be determined and announced publicly by the Board of Directors. In the case of an
issuance of stock acquisition rights, in order to acquire stock acquisition rights, shareholders need to apply for acquisition within a certain prescribed period, depending on the issuance methods for stock acquisition rights, in addition to
entering a share transfer in the shareholders register. In addition, in order to exercise stock acquisition rights and acquire stock, shareholders need to pay the exercise price within a certain prescribed period. Matsushita will announce the
details of such procedures in accordance with relevant laws and stock exchange regulations when the Board of Directors actually determines to issue stock acquisition rights.



The meeting of the Board of Directors on April 28, 2006, at which this policy was re-adopted, was held with all of the
four Corporate Auditors of Matsushita (two of whom are outside Corporate Auditors) present. Each Corporate Auditor stated agreement with this policy on condition that it is duly implemented. The company amended the Articles of Incorporation in 2003,
whereby the terms of office of all Directors were set for one year. Directors of Matsushita are elected at an annual general meeting of shareholders in June of each year. Matsushitas Board of Directors intends to review the Large-scale
Purchase Rules, as necessary, for reasons including amendments to applicable legislation. Any such review would be conducted strictly in the interests of all shareholders.



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|Notes: 1. | A group of shareholders (tokutei-kabunushi group) means a holder (defined in Paragraph 1, Article 27-23 of the Securities and Exchange Law, including a person or a company
deemed as a holder pursuant to Paragraph 3 thereof) of shares and other securities (defined in Paragraph 1, Article 27-23 of the Securities and Exchange Law) or a person or a company who makes a purchase (defined in Paragraph 1, Article 27-2 of the
Securities and Exchange Law, including a purchase made on a securities exchange market) and any joint holders (defined in Paragraph 5, Article 27-23 of the Securities and Exchange Law, including a person or a company deemed as a joint holder
pursuant to Paragraph 6 thereof) and any specially related parties (defined in Paragraph 7, Article 27-2 of the Securities and Exchange Law).
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|2. | The number of total voting rights shall be the number of voting rights with respect to all issued shares of Matsushita at the relevant time, excluding the shares held by Matsushita
as treasury stock, the number of which appears in the latest Treasury Stock Purchase Report under the Securities and Exchange Law.
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(Reference)



Outline of issuance of stock acquisition rights

(In case the Board of Directors elects to issue stock acquisition rights in a rights offering)



1. Shareholders who are entitled to receive stock acquisition rights and conditions of issuance thereof :



One stock acquisition right shall be granted to a shareholder, per one share
held by such shareholder (excluding the shares held by Matsushita as treasury stock), whose name is recorded in the register of shareholders or the register of beneficial shareholders as of the record date to be specified by the Board of Directors.
In this regard, Matsushita may either (i) grant to each of the shareholders holding a share of common stock a right to subscribe for a stock acquisition right and to make an offering for subscription of the offered stock acquisition right, or
(ii) distribute stock acquisition rights to the shareholders without consideration.



2. Type and number of shares to be acquired upon exercise of stock acquisition rights :



The type of shares to be acquired upon exercise of stock acquisition rights
shall be common stock, and the number of shares to be acquired upon exercise of one stock acquisition right shall be one share.



3. Total number of stock acquisition rights to be issued :



The total number of stock acquisition rights to be granted shall be determined by the Board of Directors up to 5 billion
stock acquisition rights. The Board of Directors may grant stock acquisition rights more than once within the maximum number of 5 billion stock acquisition rights to be granted in total.



4. Payment amount of each stock acquisition right :



Zero yen (No payment is required.)



5. Price of assets to be invested upon exercise of a
stock acquisition right :



The price of assets to be
invested upon exercise of a stock acquisition right shall be one Japanese yen or more to be determined by the Board of Directors.



6. Restriction on transfer of stock acquisition rights :



Acquisition of stock acquisition rights by way of assignment thereof requires the approval of the Board of Directors.



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7. Conditions of exercise of stock acquisition rights:



The Board of Directors may prohibit a person or company belonging to a group
of shareholders (tokutei-kabunushi group) including a Large-scale Purchaser (excluding the case where the Board of Directors approves that an acquisition or shareholding of shares and other securities of Matsushita by the person or company
does not conflict with the benefit of all shareholders of Matsushita) from exercising stock acquisition rights.



8. Exercise period and other conditions of stock acquisition rights :



Exercise period, conditions of acquisitions and other conditions of stock
acquisition rights shall be determined by the Board of Directors. The Board of Directors may determine that the company may repurchase stock acquisition rights (Qualified Stock Acquisition Rights) that are not held by a holder of a stock
acquisition right who is prohibited from exercising stock acquisition rights due to the exercise conditions mentioned in item 7 above, and deliver one share of common stock to be determined by the Board of Directors per one Qualified Stock
Acquisition Right to each of the holders thereof.



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