Mitsui & Co Ltd – ‘F-6’ on 12/9/05

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Registration of Depositary Shares Evidenced by American Depositary Receipts (Not Effective Immediately)   —   Form F-6
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-6         Registration of Depositary Shares Evidenced by        12     30K 
                          American Depositary Receipts (Not                      
                          Effective Immediately)                                 
 2: EX-99.(A)(I)  Form of Amendment No. 1                             28     76K 
 3: EX-99.(A)(II)  Deposit Agreement                                  53    209K 
 4: EX-99.(D)   Opinion to the Depositary                              2      9K 

F-6   —   Registration of Depositary Shares Evidenced by American Depositary Receipts (Not Effective Immediately)
Document Table of Contents

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As filed with the Securities and Exchange Commission on December 9, 2005        
                                                Registration No. 333 -
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------------------------

FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED FOR
AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

--------------

Mitsui Bussan Kabushiki Kaisha
(Exact name of issuer of deposited securities as specified in its charter)

--------------

Mitsui & Co., Ltd.
 (Translation of issuer's name into English)

--------------

 Japan
 (Jurisdiction of incorporation or organization of issuer)

----------------------------------

CITIBANK, N.A.
(Exact name of depositary as specified in its charter)

--------------

388 Greenwich Street
New York, New York 10013
(212) 816-6763
(Address, including zip code, and telephone number, including area code, of 
depositary's principal executive offices) 

--------------

 CT Corporation System
111 Eighth Avenue (13th floor)
New York, New York 10011
(212) 894-8940
(Address, including zip code, and telephone number, including area code, of 
agent for service)

----------------------------------

Copies to:

Izumi Akai, Esq.                           Herman H. Raspe, Esq.      
  Sullivan & Cromwell LLP                   Patterson, Belknap, Webb & Tyler LLP
Otemachi First Square                        1133 Avenue of the Americas  
5-1, Otemachi 1-chome                          New York, New York 10036   
Chiyoda-ku, Tokyo 100-0004                                                      
Japan                                                     

----------------------------------

It is proposed that this filing become effective under Rule 466:                
                                                  |_|   immediately upon filing.
                                              |_|   on (Date) at (Time).

If a separate registration statement has been filed to register the deposited   
shares, check the following box : |_|                                           

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------------------------------------------
                                                              Proposed Maximum      Proposed Maximum                      
       Title of Each Class of              Amount to be        Aggregate Price     Aggregate Offering        Amount of    
     Securities to be Registered            Registered            Per Unit*             Price**           Registration Fee
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
American Depositary Shares, each           100,000,000              $5.00            $5,000,000.00            $633.50     
representing twenty (20) shares of                                                                                        
common stock of Mitsui & Co., Ltd.                                                                                        
--------------------------------------------------------------------------------------------------------------------------

*     Each unit represents 100 American Depositary Shares.                      
**    Estimated solely for the purpose of calculating the registration fee.     
  Pursuant to Rule 457(k), such estimate is computed on the basis of the
  maximum aggregate fees or charges to be imposed in connection with the
issuance of American Depositary Shares.                             
--------------------------------------------------------------------------------

    The Registrant hereby amends this Registration Statement on such date or
      dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this  
  Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, or until this      
Registration Statement shall become effective on such date as the   
Commission, acting pursuant to said Section 8(a), may determine.    

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      This Registration Statement may be executed in any number of counterparts,
   each of which shall be deemed an original, and all of such counterparts
together shall constitute one and the same instrument.              

ii

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PART I

INFORMATION REQUIRED IN PROSPECTUS

 Cross Reference Sheet

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED                              

                                                        [Enlarge/Download Table]

                                                                 Location in Form of American                    
                                                                 Depositary Receipt ("Receipt")                  
Item Number and Caption                                          Filed Herewith as Prospectus                    
-----------------------                                          ------------------------------                  
                                                                                                                 
1.    Name of Depositary and address of its principal executive  Paragraph (1)                                   
      office                                                                                                     

2.    Title of Receipts and identity of deposited securities     Paragraphs (1) and (2)                          

Terms of Deposit:                                                                                                

      (i)    The amount of deposited securities represented by   Paragraph (1)                                   
             one American Depositary Share ("ADSs")                                                              

      (ii)   The procedure for voting, if any, the deposited     Paragraph (15)                                  
             securities                                                                                          

      (iii)  The collection and distribution of dividends        Paragraphs (12) and (14)                        

      (iv)   The transmission of notices, reports and proxy      Paragraphs (15) and (17)                        
             soliciting material                                                                                 

      (v)    The sale or exercise of rights                      Paragraphs (13) and (14)                        

      (vi)   The deposit or sale of securities resulting from    Paragraphs (12), (14) and (16)                  
             dividends, splits or plans of reorganization                                                        

      (vii)  Amendment, extension or termination of the deposit  Paragraphs (9), (19) and (20) (and no provisions
             agreement                                           for extensions).                                

      (viii) Rights of holders of Receipts to inspect the        Paragraph (17)                                  
             transfer books of the Depositary and the list of                                                    
             holders of ADSs                                                                                     

      (ix)   Restrictions upon the right to deposit or withdraw  Paragraphs (3), (5), (6), (7), and (8)          
             the underlying securities                                                                           

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                                                        [Enlarge/Download Table]

                                                                 Location in Form of American  
                                                                 Depositary Receipt ("Receipt")
Item Number and Caption                                          Filed Herewith as Prospectus  
-----------------------                                          ------------------------------
                                                                                               
      (x)    Limitation upon the liability of the Depositary     Paragraph (18)                

      (xi)   Fees and charges which may be imposed directly  or  Paragraph (10)                
             indirectly on holders of ADSs                                                     

Item 2. AVAILABLE INFORMATION                                                   

The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain    
reports with the United States Securities and Exchange Commission (the          
"Commission"). These reports can be retrieved from the Commission's website     
(www.sec.gov), and can be inspected by holders of ADSs and copied at public     
reference facilities maintained by the Commission located at 100 F Street, N.E.,
Washington D.C. 20549, and at the principal executive office of the depositary. 

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PROSPECTUS

The Prospectus consists of the proposed form of American Depositary 
Receipt included as Exhibit A to the Form of Amendment No. 1 to the 
    Deposit Agreement filed as Exhibit (a)(i) to this Registration Statement
on Form F-6 and is incorporated herein by reference.                

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS                                                                

 (a)(i) Form of Amendment No. 1 to the Deposit Agreement, by and among
  Mitsui & Co., Ltd. (the "Company"), Citibank, N.A., as depositary (the
   "Depositary"), and all Holders from time to time of American Depositary
Receipts and European Depositary Receipts issued under the Deposit  
Agreement. - Filed herewith as Exhibit (a)(i).                      

      (a)(ii) Deposit Agreement, dated as of October 1, 1982, among the Company,
    the Depositary, and all Holders from time to time of American Depositary
     Receipts and European Depositary Receipts issued thereunder (the "Deposit
Agreement") - Filed herewith as Exhibit (a)(ii).                    

      (b) Any other agreement to which the Depositary is a party relating to the
  issuance of the American Depositary Shares registered hereunder or the
custody of the deposited securities represented thereby. ___ None.  

    (c) Every material contract relating to the deposited securities between
      the Depositary and the issuer of the deposited securities in effect at any
time within the last three years. ___ None.                         

(d) Opinion of counsel for the Depositary as to the legality of the 
securities to be registered. ___ Filed herewith as Exhibit (d).     

(e) Certificate under Rule 466. ___ None.                           

(f) Powers of Attorney for certain officers and directors and the   
    authorized representative of the Company. ___ Set forth on the signature
pages hereto.                                                       

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Item 4. UNDERTAKINGS                                                            

     (a)   The Depositary undertakes to make available at the principal office
            of the Depositary in the United States, for inspection by holders of
        the American Depositary Receipts, any reports and communications
           received from the issuer of the deposited securities which are both
     (1) received by the Depositary as the holder of the deposited
          securities, and (2) made generally available to the holders of the
underlying securities by the issuer.                    

   (b)   If the amount of fees charged is not disclosed in the prospectus,
            the Depositary undertakes to prepare a separate document stating the
            amount of any fee charged and describing the service for which it is
           charged and to deliver promptly a copy of such fee schedule without
          charge to anyone upon request. The Depositary undertakes to notify
            each registered holder of an American Depositary Receipt thirty (30)
days before any change in the fee schedule.             

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SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the      
Deposit Agreement, dated as of October 1, 1982, by and among Mitsui & Co., Ltd.,
Citibank, N.A., as depositary, and all holders from time to time of American    
Depositary Receipts and European Depositary Receipts to be issued thereunder, as
proposed to be amended by Amendment No. 1 to the Deposit Agreement, certifies   
that it has reasonable grounds to believe that all the requirements for filing  
on Form F-6 are met and has duly caused this Registration Statement on Form F-6 
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on the 9th day of December, 2005.          

                                 Legal entity created by the Deposit
                                    Agreement for the issuance of American
                                     Depositary Receipts evidencing American
                                    Depositary Shares registered hereunder
                              and European Depositary Receipts
                                    evidencing European Depositary Shares,
                            each American Depositary Share
                                       representing twenty (20) shares of common
                          stock, of Mitsui & Co., Ltd.

                                       CITIBANK, N.A., solely in its capacity as
        Depositary

               By: /s/ Dana Lowe
                                           -------------------------------------
                     Name: Dana Lowe
                           Title: Vice President

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SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended,
Mitsui & Co., Ltd. certifies that it has reasonable grounds to believe that all 
the requirements for filing on Form F-6 are met and has duly caused this        
Registration Statement on Form F-6 to be signed on its behalf by the undersigned
thereunto duly authorized, in Tokyo, Japan, on December 9, 2005.                

          MITSUI & CO., LTD.

   By: /s/ Kazuya Imai
                                    --------------------------------------------
         Name: Kazuya Imai
                                   Title: Executive Director; Senior Executive
                                    Managing Officer and Chief Financial Officer

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POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mr. Kazuya Imai to act as his/her true   
and lawful attorney-in-fact and agent, with full power of substitution, for     
him/her and in his/her name, place and stead, in any and all such capacities, to
sign any and all amendments, including post-effective amendments, and           
supplements to this Registration Statement, and to file the same, with all      
exhibits thereto and other documents in connection therewith, with the United   
States Securities and Exchange Commission, granting unto said attorney-in-fact  
and agent full power and authority to do and perform each and every act and     
thing requisite and necessary to be done in and about the premises, as fully to 
all intents and purposes as s/he might or could do in person, hereby ratifying  
and confirming all that said attorney-in-fact and agent, or his/her substitute  
or substitutes, may lawfully do or cause to be done by virtue hereof.           

   Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form F-6 has been signed by the following persons
in the following capacities on December 9, 2005.                                

Signature                                   Title                               

/s/ Shoei Utsuda                            Executive Director; President and   
-----------------------------               Chief Executive Officer             
Name: Shoei Utsuda                                                              

/s/ Kazuya Imai                             Executive Director; Senior Executive
-----------------------------               Managing Officer and Chief Financial
Name: Kazuya Imai                           Officer                             

/s/ Motonori Murakami                       Managing Officer; General Manager,  
-----------------------------               General Accounting & Risk Management
Name: Motonori Murakami                     Division                            

/s/ Nobuo Ohashi                            Chairman and Director               
-----------------------------                                                   
Name: Nobuo Ohashi                                                              

/s/ Tetsuya Matsuoka                        Executive Director; Executive Vice  
-----------------------------               President                           
Name: Tetsuya Matsuoka                                                          

/s/ Masataka Suzuki                         Executive Director; Executive Vice  
-----------------------------               President                           
Name: Masataka Suzuki                                                           

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                                            Executive Director; Senior Executive
-----------------------------               Managing Officer                    
Name: Gempachiro Aihara                                                         

/s/ Yushi Nagata                            Executive Director; Senior Executive
-----------------------------               Managing Officer                    
Name: Yushi Nagata                                                              

                                            Executive Director; Senior Executive
-----------------------------               Managing Officer                    
Name: Hiroshi Tada                                                              

                                            Executive Director; Senior Executive
-----------------------------               Managing Officer                    
Name: Yasunori Yokote                                                           

                Director
-----------------------------                                                   
Name: Akishige Okada                                                            

                Director
-----------------------------                                                   
Name: Akira Chihaya                                                             

Authorized Representative in the U.S.                                           

/s/ Motokazu Yoshida                        Executive Managing Officer; Chairman
-----------------------------               for the Americas                    
Name: Motokazu Yoshida                                                          

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 Index to Exhibits

                                                                  Sequentially
Exhibit                 Document                                   Numbered Page
-------                 --------                                   -------------

(a)(i)                  Form of Amendment No. 1                                 

(a)(ii)                 Deposit Agreement                                       

(d)                     Opinion to the Depositary                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘F-6’ Filing		Date		First		Last			Other Filings
Filed on:		12/9/05		1		10			None on these Dates
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