Securities Act of 1934 -
Rules 13a-14 and 15d-14

No Action, Interpretive and/or Exemptive Letter:
Mitsui & Co., Ltd.

August 20, 2003

RESPONSE OF THE OFFICE OF INTERNATIONAL CORPORATE FINANCE
DIVISION OF CORPORATION FINANCE

Based on the facts presented in your letter, it is the view of this Division that a foreign private issuer is in compliance with Rules 13a-14 and 13a-15, or Rules 15d-14 and

15d-15 of the Exchange Act of 1934, as applicable, and Item 15 of Form 20-F, if it uses as a date for evaluation of the procedures a date within 90 days prior to the filing of its annual report on Form 20-F for the fiscal year ended March 31, 2003 and uses a certification in the exact form of the certification provided in your letter. In reaching this position, we noted the certification requirements previously in place, the unique timing of the end of the issuer's fiscal year, the Commission's release changing the certification requirements and the effective date of those changes.

Sincerely,
/s/ Michael Coco

Michael Coco
Special Counsel

Incoming Letter

Mitsui & Co., Ltd.
2-1, Ohtemachi 1-chome,
Chiyoda-ku, Tokyo,
Japan

August 19, 2003

Ms. Paula Dubberly
Chief Counsel
Office of Chief Counsel

Mr. Andrew D. Thorpe
Special Counsel

Division of Corporation Finance
Securities & Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549

Dear Ms. Dubberly and Mr. Thorpe:

Mitsui & Co., Ltd. ("Mitsui") is a Japanese joint stock corporation which is presently required to file reports with the Securities and Exchange Commission (the "Commission") pursuant to Section 13(a) of the Securities Exchange Act of 1934. Mitsui's fiscal year end is March 31, and its annual report on Form 20-F for the year ended March 31, 2003 is due by September 30, 2003 (i.e., six months after the end of the fiscal year). Mitsui presently expects that it will file the Form 20-F annual report during the month of September 2003.

The purpose of this letter is to request that the Commission's staff (the "Staff") issue a no-action letter to the effect that, based on the facts described herein, it will not recommend to the Commission that any enforcement action be taken if, in connection with the Form 20-F annual report for the year ended March 31, 2003:

1. Mitsui's principal executive and financial officers certify, pursuant to Section 302 of the Sarbanes-Oxley Act (the "SOA"), among other matters, that:

   • they have evaluated the effectiveness of Mitsui's disclosure controls and procedures within 90 days prior to the filing date of the report and presented in the report their conclusions about such effectiveness as of the date of such evaluation; and

   • they have disclosed in the report any change in Mitsui's internal control over financial reporting that occurred subsequent to the date of such evaluation that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

2. Mitsui discloses the above conclusions about the effectiveness of its disclosure controls and procedures and, if there were any changes in its internal control over financial reporting as described above, such changes under Item 15 of the report on the basis described in 1. above.

1. Application of the Amended Section 302 Certification Requirements to Japanese Companies with March 31 Fiscal Year Ends

In Release No. 33-8124 (August 28, 2002) (the "Section 302 Final Release"), the Commission adopted the certification requirements under Section 302 of the SOA, applicable to issuers that file reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). Among other things, the Section 302 certification requires the certifying officers to state that they have evaluated the effectiveness of the company's disclosure controls and procedures as of a date within 90 days prior to the filing date of the report and presented in the report their conclusions about such effectiveness as of such date. Also required in the certification is the statement that the certifying officers have indicated in the report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. The Section 302 Final Release also added Item 15 to Form 20-F, under which the disclosures referred to in the Section 302 certification are to be made. These certification and disclosure requirements are set forth in Rules 13a-14, 13a-15, 15d-14 and 15d-15 under the Exchange Act.

In Release No. 33-8138 (October 22, 2002) (the "Section 404 Proposing Release"), the Commission proposed rules under Section 404 of the SOA, including proposed amendments to the Section 302 certification requirements, Rules 13a-14, 13a-15, 15d-14 and 15d-15, and Item 15 of Form 20-F. Under the proposed amendments, among other things, the certifying officers would have needed to certify that they have evaluated the effectiveness of the company's disclosure controls and procedures and presented in the report their conclusions about such effectiveness as of the end of the period covered by the report. Also, the proposed amendments would have required the certifying officers to certify that they have indicated in the report any significant changes in the company's "internal controls and procedures for financial reporting" (a defined term) or in other factors that could significantly affect internal controls and procedures for financial reporting made during the period covered by the report, including any actions taken to correct significant deficiencies and material weaknesses in the company's internal controls and procedures for financial reporting. Related amendments were also proposed for Rules 13a-14, 13a-15, 15d-14 and 15d-15. Item 15 of Form 20-F was proposed to be amended to require the disclosures referred to in the revised Section 302 certification. The Section 404 Proposed Release, however, proposed applying an extended compliance period for these amendments, so that they would have become applicable to companies whose fiscal years end on or after September 15, 2003. In the case of Mitsui, this would have meant that the amendments would have become applicable starting with its Form 20-F annual report for the year ending March 31, 2004 (i.e., they would not have applied to the Form 20-F annual report for the year ended March 31, 2003).

In Release No. 33-8238 (June 5, 2003) (the "Section 404 Final Release"), the Commission adopted final rules under Section 404 of the SOA, including final amendments to the Section 302 certification requirements, Rules 13a-14, 13a-15, 15d-14 and 15d-15, and Item 15 of Form 20-F. As amended, the Section 302 certification requires the certifying officers to certify, among other things, that they have evaluated the effectiveness of the company's disclosure controls and procedures and presented in the report their conclusions about such effectiveness as of the end of the period covered by the report. Also, the final amendments require the certifying officers to certify that they have disclosed in the report any change in the company's "internal control over financial reporting" (a defined term) that occurred during the period covered by the report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting. Related final amendments were also adopted for Rules 13a-14, 13a-15, 15d-14 and 15d-15. Item 15 of Form 20-F was amended to require the disclosures referred to in the revised Section 302 certification.

The Section 404 Final Release states that the effective date of the rule and form amendments adopted thereby is August 14, 2003, and that the amended certification and disclosure requirements are applicable to reports due on or after August 14, 2003 (other than two specific portions of the Section 302 certification discussed in Section III.E of the Section 404 Final Release).

As the Section 404 Final Release notes, generally the changes made in the Section 302 certification, other than the two specific portions for which an extended compliance period is being applied, clarify provisions of the certification. There are, however, two material substantive changes with respect to the portion of the certification (and the related provisions of Item 15 of Form 20-F) that will become effective on August 14, 2003:

• In paragraphs 4(b) and 4(c) of the current Section 302 certification, the certifying officers are to certify that they have evaluated the effectiveness of the company's disclosure controls and procedures as of a date within 90 days prior to the filing date of the report and presented in the report their conclusions about such effectiveness as of such date. On the other hand, in paragraph 4(c) of the amended certification, the certifying officers are to certify that they have evaluated the effectiveness of the company's disclosure controls and procedures and presented in the report their conclusions about such effectiveness as of the end of the period covered by the report. (Corresponding changes have been made to the related disclosure requirement under Item 15 of Form 20-F.)

• In paragraph 6 of the current Section 302 certification, the certifying officers are to certify that they have indicated in the report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their most recent evaluation. On the other hand, in paragraph 4(d) of the amended certification, the certifying officers are to certify that they have disclosed in the report any change in the company's internal control over financial reporting that occurred during the period covered by the report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting. (Corresponding changes have been made to the related disclosure requirement under Item 15 of Form 20-F.)

We understand that the Staff has not granted any extended compliance period to foreign private issuers with respect to these amendments. We believe that this situation is unlike that of other rules the Commission has adopted pursuant to various provisions of the SOA, for which the Commission has typically granted to foreign private issuers appropriate extended compliance periods in order to provide more time for those issuers than is available for U.S. domestic issuers, to prepare for compliance with the newly imposed requirements.

The above-described two material substantive changes in the Section 302 certification and the absence of an extended compliance period with respect to such amendments present significant hardship for Japanese issuers with March 31 fiscal year ends, including Mitsui, that file their Form 20-F annual reports on or after August 14, 2003. Until the Section 404 Final Release was issued in early June 2003, these issuers, including Mitsui, had been operating under the assumption that, with respect to their 20-F annual reports for the year ended March 31, 2003, they would need to provide Section 302 certifications in the form set forth in the Section 302 Final Release (i.e., evaluation of the effectiveness of disclosure controls and procedures as of a date within 90 days prior to the filing date of the report, and ascertaining whether there were any relevant changes in internal controls subsequent to the evaluation date) and make related disclosures under Item 15 of these reports. This assumption was justified even after the issuance of the Section 404 Proposing Release, since that release proposed the granting of an extended compliance period so that these Japanese issuers would have needed to comply with the proposed amendments starting with their Form 20-F annual reports for the year ending March 31, 2004. The Section 404 Final Release, which was issued long after March 31, 2003, thus represented a sudden change for these Japanese issuers. It requires them to look back to their latest fiscal year ends, which are already more than four months in the past, with respect to disclosure controls and procedures, and to the latest fiscal year with respect to internal control over financial reporting.

It should be noted that many U.S. issuers and other foreign private issuers do not face this difficulty. Many U.S. issuers have December 31 as their fiscal year ends, and for these issuers, the amended certification and disclosure requirements will apply starting with their second quarterly reports on Form 10-Q for the three months ending June 30, 2003, which is after the Section 404 Final Release was issued. Many foreign private issuers also have December 31 as their fiscal year ends, in which case their Form 20-F annual reports are due by June 30, 2003 and therefore are not subject to the amended certification and disclosure requirements. Such foreign private issuers have ample time (i.e., until they file next year's Form 20-F annual reports) to prepare for compliance with the amended certification and disclosure requirements. In contrast, for Japanese issuers with March 31 fiscal year ends that file their Form 20-F annual reports on or after August 14, 2003, for all intents and purposes no time is being given to prepare for the sudden change in the certification and disclosure requirements, and in addition, they are being required to look back to prior date and period in order to comply with such requirements. For Mitsui, due to its specific circumstances explained in Section 2 below, the application of the amended certification and disclosure requirements to this year's Form 20-F annual report raises particularly substantial compliance issues.

2. Substantial Compliance Issues Mitsui Faces in Connection with the Amended Section 302 Certification Requirements

Mitsui presently expects that it will file this year's Form 20-F annual report during the month of September 2003. Accordingly, Mitsui will need to comply with the amended Section 302 certification requirements. As mentioned in Section 1 above, this would require Mitsui's principal executive and financial officers to (1) evaluate the effectiveness of its disclosure controls and procedures as of March 31, 2003 and (2) ascertain any change that occurred during the year ended March 31, 2003 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting. For the reasons explained in Section 1 above and those set forth below, this presents Mitsui with substantial compliance issues.

A. Brief Summary of Mitsui's Business Activities and Organization

Mitsui is one of Japan's major general trading companies. As such, Mitsui is engaged in the business of the worldwide trading of various products, commodities and merchandises. Its main activity is the provision of transaction services, in which it acts as an intermediary between buyers and sellers who want to import, export, or engage in offshore or domestic trading activities. Mitsui also makes investments in and other advances to various enterprises in non-trading businesses. Mitsui's businesses cover many areas, from resource development including energy and metals, machinery, chemicals, and wholesaling and retailing, to new businesses including Internet broadband communications, nanotechnology and biotechnology, comprehensive service outsourcing, and logistics. Mitsui conducts its businesses in diverse business areas, including the following:

• metals and minerals,

• machinery,

• electronics and information,

• chemicals,

• energy, and

• consumer products and services.

Mitsui has numerous business units, branches, offices and subsidiaries both in Japan and throughout the world, which have considerable autonomy within their respective business areas but also work closely with Mitsui's Corporate Headquarters for efficient allocation of company resources and effective business coordination.

B. Steps Already Taken by Mitsui for the Evaluation of the Effectiveness of Its Disclosure Controls and Procedures

Since early in the spring of 2003, Mitsui has been taking steps to establish informal procedures necessary to evaluate the effectiveness of its disclosure controls and procedures pursuant to the certification and disclosure requirements set forth in the Section 302 Final Release. Mitsui set a date in early July 2003 (the "Effectiveness Determination Date") as the date as of which the effectiveness of its disclosure controls and procedures would be evaluated. Steps taken (or to be taken) by Mitsui include:

• determining of the scope of business units, branches, offices and subsidiaries to be covered by the evaluation process (the "Covered Units") - Mitsui has determined that there are 318 Covered Units, of which 222 are in Japan and 96 are overseas covering 36 foreign countries, which should carry out the evaluation process.;

• preparing detailed manuals, extensive check sheets for the purpose of checking the status of numerous items relating to disclosure control and procedures, and other documents, both in Japanese and in English, for distribution to the Covered Units, which would use these documents to carry out their respective evaluations and report the results to Mitsui's management;

• conducting several rounds of meetings with representatives of the Covered Units to explain the process and answer their questions and concerns;

• setting up procedures at Mitsui's Corporate Headquarters for analyzing and assessing responses from the Covered Units, including deliberations at meetings of its disclosure study committee, for the purpose of reaching conclusions about the effectiveness of disclosure controls and procedures; and

• setting the detailed schedule to be followed in implementing the procedures.

Once the overall framework was established, Mitsui conducted several simulated evaluations to check the workings of the evaluation procedures and make necessary corrections. The simulations were successfully conducted in April and May 2003.

In addition, pursuant to the certification and disclosure requirements set forth in the Section 302 Final Release, Mitsui is preparing the procedures for ascertaining any significant change in internal controls that may occur subsequent to the Effectiveness Determination Date.

Because of the large number and geographic diversity of the Covered Units, the evaluation procedures Mitsui has constructed as described above are necessarily complex and elaborate, and the implementation of those procedures requires a number of weeks to complete. When the Commission adopted final rules under Section 404 of the SOA and our legal counsel initially contacted the staff of the Commission with respect to this subject matter in June 2003, Mitsui had already commenced implementing the evaluation procedures that have been set up with the goal of conducting the required evaluation as of the Effectiveness Determination Date. As of August 2003, Mitsui has already carried out a substantial part of the evaluation process. Beginning in June 2003, the group at Mitsui in charge of implementing the evaluation procedures had already completed a round of meetings with representatives of the Covered Units in and outside Japan to review and confirm the steps involved for them to collect information and report responses to Mitsui's management. The Covered Units were then instructed to carry out various tasks to check the various items relating to disclosure controls and procedures as of the Effectiveness Determination Date. The Covered Units have assessed their respective disclosure controls and procedures and reported the result of such assessment to Mitsui's Corporate Headquarters. Mitsui is currently reviewing such reports. Upon completion of such review, Mitsui may return the reports to one or more Covered Units for clarification or correction, if necessary, and then analyze them for the purpose of reaching conclusions about the effectiveness of disclosure controls and procedures. Mitsui currently expects that the ongoing process will last well into early September.

Until the Commission issued the Section 404 Final Release in early June 2003, Mitsui had been proceeding under the assumption that, with respect to the Form 20-F annual report for the year ended March 31, 2003, it would need to comply with the original Section 302 certification requirements as specified in the Section 302 Final Release. Although the Commission issued the Section 404 Proposing Release in October 2002, setting forth proposed changes in the certification requirements, that release contemplated granting an extended compliance period that would have permitted Mitsui to comply with the original Section 302 certification requirements for this year. Mitsui had reasonably believed that, even if the Commission issued final rules under Section 404 of the SOA prior to the filing of Mitsui's Form 20-F annual report for the year ended March 31, 2003, the Commission would grant an appropriate extended compliance period - at least as long a period as the one that was proposed in the Section 404 Proposing Release - so that Mitsui would still be able to proceed under its original assumption for purposes of that Form 20-F annual report. The Section 404 Final Release, however, does not provide for such an extended compliance period.

C. Compliance Issues Regarding Paragraph 4(c) of the Amended Section 302 Certification and Related Disclosure under Item 15 of Form 20-F

If Mitsui had to redo the evaluation procedures so as to evaluate the effectiveness of its disclosure controls and procedures as of March 31, 2003 instead of the Effectiveness Determination Date, it would have to issue new instructions to the numerous Covered Units to cause them to redo their respective tasks and report back to Mitsui's management, and re-analyze and re-assess their responses. As explained in Section 2.B above, owing to the large number and geographic diversity of the Covered Units, Mitsui would have to repeat complex and elaborate procedures, the implementation of which would require several weeks to complete. In such an event, the procedures would last until September, and could even make it difficult for Mitsui to file its Form 20-F annual report in time for the September 30, 2003 deadline.

It would also be problematic for the Covered Units to report the status of their disclosure controls and procedures as of March 31, 2003, which is already several months in the past. Most, if not all, of the Covered Units do not have ready access to, or ability to identify retroactively, all required information to ascertain the status of their disclosure controls and procedures as of March 31, 2003. What is worse, when March 31, 2003 arrived, Mitsui did not have it in mind then that March 31, 2003 would be the date as of which they would have to evaluate the effectiveness of disclosure controls and procedures. Had Mitsui known this, it could have taken steps prior to March 31, 2003 to document various items related to disclosure controls and procedures as of March 31, 2003, but it has not done so. To the extent that Mitsui's certifying officers have to rely on recollection or other undocumented information, the reliability of their responses and the ability of the certifying officers to rely on such responses would be called into question.

More fundamentally, as this year is the first time for Mitsui's certifying officers to evaluate and certify as to its disclosure controls and procedures, while Mitsui has been preparing its evaluation procedures, it has also been revising its disclosure controls and procedures in response to the requirement and spirit of the SOA and the expectations of the investment community. Because the Effectiveness Determination Date was set to be a date in early July, as of March 31, 2003, Mitsui was still in the process of making changes in its disclosure controls and procedures. Requiring an evaluation of effectiveness as of March 31, 2003 would thus be even more difficult in that the certifying officers would need to ascertain at what stage Mitsui's disclosure controls and procedures were, as of that date, in the course of the making of changes therein. The task would be made even more difficult by the fact that different Covered Units are likely to have been at different stages of the development of disclosure controls and procedures. Moreover, it would be of limited value to investors to learn of the status of the company's disclosure controls and procedures as of a date that is several months ago because such disclosure controls and procedures have been revised since that date and it is in fact such revised disclosure controls and procedures under which the Form 20-F annual report for the year ended March 31, 2003 is being prepared for filing in September 2003.

Accordingly, Mitsui believes that, for this year only: (a) its certifying officers should be allowed to evaluate and certify as to its disclosure controls and procedures based on the timing set forth in the Section 302 Final Release (i.e., as of a date within 90 days prior to the filing date of the Form 20-F annual report), as shown in the proposed form of Section 302 certification set forth under Section E below; and (b) it should be allowed to make the related disclosure in accordance with the timing requirements of Item 15 of Form 20-F as set forth in the Section 302 Final Release.

D. Compliance Issues Regarding Paragraph 4(d) of the Amended Section 302 Certification and Related Disclosure under Item 15 of Form 20-F

Mitsui has been under the assumption that, with regard to internal controls, it would need to disclose, and have its certifying officers certify, any relevant change in internal controls since the Effectiveness Determination Date. For Mitsui to have to disclose, as required by paragraph 4(d) of the amended Section 302 certification, any relevant change in internal control over financial reporting during the year ended March 31, 2003, its certifying officers would need to gather relevant responses from the Covered Units, which have not been instructed to gather information relating to internal controls during that period. Like the situation described above with respect to disclosure controls and procedures, the Covered Units may have to rely on recollection and other undocumented information in responding to the certifying officers, and this might call into question the reliability of their certification under paragraph 4(d).^*

Accordingly, Mitsui believes that, for this year only: (a) its certifying officers should be allowed to ascertain and certify as to its internal control over financial reporting based on the timing set forth in the Section 302 Final Release (i.e., subsequent to the date of the evaluation of the effectiveness of disclosure controls and procedures), as shown in the proposed form of Section 302 certification set forth under Section E below; and (b) it should be allowed to make the related disclosure in accordance with the timing requirements of Item 15 of Form 20-F as set forth in the Section 302 Final Release.

E. Proposed Form of Section 302 Certification

For the Staff's reference, the proposed form of Section 302 certification, reflecting the proposed changes discussed above, is set forth below:

CERTIFICATION

I, [identify the certifying individual], certify that:

1. I have reviewed this annual report on Form 20-F of [identify company];

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

   1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

   2. [omitted pursuant to the guidance of Release No. 33-8238 (June 5, 2003)]

   3. Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this annual report; and

   4. Disclosed in this report any change in the company's internal control over financial reporting that occurred subsequent to the date of our most recent evaluation that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

   1. (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

   2. (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: ..............

____________________________
[Signature]

____________________________
[Title]

* * * * *

If the Staff wishes to discuss any matters relating to the foregoing requests or wishes to receive any additional information, please call Izumi Akai (81-3-3213-6145) or Yoichiro Taniguchi (81-3-3213-6144) in Tokyo, each of Sullivan & Cromwell LLP, Mitsui's U.S. counsel.

^* On a separate point, paragraph (d) of Item 15 of Form 20-F, newly added by the Section 404 Final Release, governs the required disclosure relating to the matter certified under paragraph 4(d) of the amended Section 302 certification. Paragraph (d) of Item 15 requires disclosure of "any change in the issuer's internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of 17 CFR 240.13a-15 or 240.15d-15 that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting." Paragraph (d) of Rule 13a-15 or Rule 15d-15, also newly added by Section 404 Final Release, requires the management of the issuer to evaluate any such change in internal control over financial reporting. The Section 404 Final Release, however, grants to foreign private issuers an extended compliance period for paragraph (d) of Rule 13a-15 or Rule 15d-15 until annual reports for fiscal years ending on or after April 15, 2005 (meaning, in Mitsui's case, the Form 20-F annual report for the year ending on March 31, 2006). Accordingly, Mitsui will not be evaluating any such change for this year or the next two years. On the other hand, paragraph (d) of the amended Section 302 certification and paragraph (d) of Item 15 of Form 20-F are effective starting with this year's 20-F annual report. There is thus a timing disconnect between the required certification and disclosure on the one hand and the related required evaluation on the other hand.

http://www.sec.gov/divisions/corpfin/cf-noaction/mitsui080203.htm