**UNITED STATES SECURITIES ANDEXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**
 
**

**FORM 20-F/A**

**(Amendment No.2)**

 

**
 
**

 

**OR**

 

**For the fiscal year ended March 31, 2010**

**OR**

 

**For the transition period from                     to                     **

**OR**

 

**Date of event requiring this shell company report**

**Commission file number 0-9929**

 

**
 
**

**MITSUI BUSSANKABUSHIKI KAISHA**

*(Exact name of Registrant as specified in its charter)*

**MITSUI & CO., LTD.**

*(Translation of Registrant’s name into English)*

**JAPAN**

*(Jurisdiction of incorporation or organization)*

**2-1, OHTEMACHI 1-CHOME, CHIYODA-KU, TOKYO 100-0004, JAPAN**

*(Address of principal executive offices)*

**Kenichi Hori, 81-3-3285-7533,K.Hori@mitsui.com**

*(Name, Telephone, E-mail Address of Company Contact Person)*

 

**
 
**

**Securities registered or to be registered pursuant to Section 12(b) of the Act.**

**Securities registered or to be registered pursuant to Section 12(g) of the Act.**

**None**

**Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.**

**None**

 

**
 
**

Indicate thenumber of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 

**As of March 31, 2010, 1,824,821,883 shares of common stock were outstanding including**

**23,440,400 shares represented by an aggregate of 1,172,020 American Depositary Shares.**

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 

    Yes  x    No   ̈

If this report is an annual or transition report, indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. 

    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

    Yes  x    No   ̈

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit and post such files). 

    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): 

Large acceleratedfiler  x                    Acceleratedfiler   ̈                    Non-accelerated filer   ̈

Indicate by check mark which basis of accounting the registrant has used toprepare the financial statements included in this filing: 

U.S. GAAP  x                    International Financial Reporting Standards asissued                    Other   ̈

         by the International Accounting Standards Board   ̈

If “Other” has been checked in response to the previous question,indicate by check mark which financial statement item the registrant has elected to follow. 

Item 17   ̈    Item 18   ̈

If this is an annual report, indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act). 

    Yes   ̈    No  x

 

 

 

**Explanatory Note**

This amendment to our Annual Report on Form 20-F amends the Annual Report on Form 20-F for the fiscal year ended March 31, 2010 ofMitsui & Co., Ltd. (the “Company”) originally filed on August 13, 2010 (this “Amendment”). The Company is filing this Amendment No.2 in order to: (i) amend auditor reports solely to include the name of theauditor and an indication that a signature has been affixed to the original audit report and (ii) to furnish revised reports from Ryder Scott Company, L.P. included as Exhibit 99.1. 

**Signature**

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant hereby certifies that it meets all the requirements for filing on Form 20-F/A and that it has dulycaused and authorized the undersigned to sign this annual report on its behalf. 

 
  MITSUI & CO., LTD.  (Registrant)Date: December 3, 2010    By  
/s/     JUNICHIMATSUMOTO        

 
  
**Name:**

**Title:**
  
**Junichi Matsumoto**

**Executive Vice President and**

**Chief Financial Officer**

**(Principal Financial Officer)**

**Report of Independent Registered Public Accounting Firm**

To the Board of Directors and Shareholders of 

Mitsui & Co., Ltd. (Mitsui Bussan Kabushiki Kaisha) 

Tokyo, Japan: 

We have audited the accompanying consolidated balance sheets of Mitsui & Co., Ltd. (Mitsui Bussan Kabushiki Kaisha) andsubsidiaries (the “Company”) as of March 31, 2010 and 2009, and the related statements of consolidated income, changes in consolidated equity, and consolidated cash flows for each of the three years in the period ended March 31, 2010 (allexpressed in Japanese yen). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our auditsprovide a reasonable basis for our opinion. 

In our opinion, such consolidated financial statements present fairly, in allmaterial respects, the financial position of Mitsui & Co., Ltd. and subsidiaries as of March 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2010, inconformity with accounting principles generally accepted in the United States of America. 

As discussed in Note 2 to theconsolidated financial statements, effective April 1, 2009, the Company changed its method of accounting for noncontrolling interests in consolidated financial statements to conform to Accounting Standards Codification 810-10-65,“Consolidation—Transition Related to FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.” 

As discussed in Note 2 to the consolidated financial statements, effective March 31, 2010, the Company adopted Accounting StandardsUpdate No. 2010-03, “Oil and Gas Reserve Estimation and Disclosures.” 

As discussed in Note 28 to theconsolidated financial statements, on April 20, 2010, the Company’s subsidiary experienced an incident which resulted in a spill of hydrocarbons from the well in the Gulf of Mexico. 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), theCompany’s internal control over financial reporting as of March 31, 2010, based on the criteria established in *Internal Control—Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission andour report dated June 23, 2010 expressed an unqualified opinion on the Company’s internal control over financial reporting. 

Our audits also comprehended the translation of Japanese yen amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 2. SuchU.S. dollar amounts are presented solely for the convenience of readers outside Japan. 

/s/ DELOITTE TOUCHE TOHMATSU LLC 

Tokyo, Japan 

June 23, 2010 (August 13, 2010 asto the subsequent event relating to the Gulf of Mexico incident described in Note 28) 

**Report of Independent Registered Public Accounting Firm**

To the Board of Directors and Shareholders of 

Mitsui & Co., Ltd. (Mitsui Bussan Kabushiki Kaisha) 

Tokyo, Japan: 

We have audited the internal control over financial reporting ofMitsui & Co., Ltd. (Mitsui Bussan Kabushiki Kaisha) and subsidiaries (the “Company”) as of March 31, 2010, based on criteria established in *Internal Control—Integrated Framework* issued by the Committee of SponsoringOrganizations of the Treadway Commission. As described in “Management’s Annual Report on Internal Control over Financial Reporting” appearing under Item 15(b), management excluded from its assessment the internal control overfinancial reporting at the unincorporated joint ventures (J/V), which were accounted for via proportionate consolidation in accordance with Accounting Standards Codification 810-10-45-14, “Consolidation—Proportionate Consolidation”because the Company does not have the ability to dictate or modify the controls at these entities and does not have the ability to assess, in practice, the controls at these entities. Block 9 J/V (35%), Block 10, 11, 12, 13, 10A/11A J/V(20–40%), Capricorn Coal Development J/V (30%), Dawson J/V (49%), Kestrel J/V (20%), Mt. Goldworthy Mining Associates J/V (7%), Mt. Newman J/V (7%), Robe River Iron Associates J/V (33%), and WA-28-L J/V (40%) (collectively the“Unincorporated J/Vs”), constitute approximately 5.9% of total assets and approximately 7.2% of revenues of the consolidated financial statement amounts as of and for the year ended March 31, 2010. Accordingly, our audit did not includethe internal control over financial reporting at the Unincorporated J/Vs. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internalcontrol over financial reporting, included in the accompanying “Management’s Annual Report on Internal Control over Financial Reporting” appearing under Item 15(b). Our responsibility is to express an opinion on theCompany’s internal control over financial reporting based on our audit. 

We conducted our audit in accordance with thestandards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained inall material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal controlbased on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. 

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’sprincipal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. A company’s internal control over financial reporting includesthose policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the company are being made onlyin accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that couldhave a material effect on the financial statements. 

Because of the inherent limitations of internal control over financialreporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectivenessof the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internalcontrol over financial reporting as of March 31, 2010, based on the criteria established in *Internal Control—Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission. 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidatedfinancial statements as of and for the year ended March 31, 2010 of the Company and our report dated June 23, 2010 (August 13, 2010 as to the subsequent event relating to the Gulf of Mexico incident described in Note 28) expressed anunqualified opinion on those financial statements and included explanatory paragraphs relating to the Company’s adoption of Accounting Standards Codification 810-10-65, “Consolidation—Transition Related to FASB StatementNo. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51” effective April 1, 2009, the adoption of Accounting Standards Update No. 2010-03, “Oil and Gas Reserve Estimation andDisclosures” effective March 31, 2010, and relating to the subsequent event relating to the Gulf of Mexico incident. 

/s/ DELOITTE TOUCHETOHMATSU LLC 

Tokyo, Japan 

June 23,2010