UNITED STATES SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 20-F/A

(Amendment No. 1)







| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------

OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended March 31, 2010

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
                     to

OR



| ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Date of event requiring this shell company report

Commission file number 0-9929





MITSUI BUSSAN
KABUSHIKI 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.



|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of Each Class |  | Name of Each Exchange On Which Registered
|Common Stock        |  | Nasdaq Stock Market                      

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 the
number 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 check
mark 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 the Securities 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 submitted
electronically 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 for
such 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 accelerated
filer, 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 accelerated
filer  x                    Accelerated
filer   ̈                    Non-accelerated
filer   ̈

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

U.S.
GAAP  x                    International Financial Reporting Standards as
issued                    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 a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   ̈    No 
 x









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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 of
Mitsui & Co., Ltd. (the Company) originally filed on August 13, 2010 (this Amendment). The Company is filing this Amendment in order to correct a typographical error in Exhibit 13.1.



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Exhibit 13.1

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, Chapter 63 of title
18, United States Code), each of the undersigned officers of Mitsui & Co., Ltd. (the Company), hereby certifies, to such officers knowledge, that the Companys annual report on Form 20-F for the year ended
March 31, 2010 (the Report) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.



|                      |  |              |  |                                                                                                     
|--------------------- |  | ------------ |  | ----------------------------------------------------------------------------------------------------
|Date: August 13, 2010 |  |             
|                      |  |             
|                      |  | By           |  | /s/    MASAMI
IIJIMA                                                                                
|                      |  | Name: Title: |  | Masami Iijima
President and Chief Executive Officer
(Principal Executive Officer)                   
|                      |  |             
|                      |  | By           |  | /s/    JUNICHI
MATSUMOTO                                                                            
|                      |  | Name: Title: |  | Junichi Matsumoto
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)



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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 duly caused and authorized the undersigned to sign this annual report on its behalf.



|                      |  |                    |  |                                                                                                     
|--------------------- |  | ------------------ |  | ----------------------------------------------------------------------------------------------------
|                      |  | MITSUI & CO., LTD.
|                      |  | (Registrant)      
|                      |  |                   
|Date: August 17, 2010 |  | By                 |  | /s/    JUNICHI
MATSUMOTO                                                                            
|                      |  | Name: Title:       |  | Junichi Matsumoto
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)