Hitachi Ltd – ‘F-6’ on 11/14/07

On:  Wednesday, 11/14/07, at 8:29am ET   ·   Accession #:  1193805-7-2856   ·   File #:  333-147373

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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 Second Amended and Restated Deposit         51    217K 
                          Agreement                                              
 3: EX-99.(A)(II)  Amendment No. 1 to Amended and Restated Deposit     7     21K 
                          Agreement                                              
 4: EX-99.(A)(III)  Amended and Restated Deposit Agreement            42    177K 
 5: EX-99.(D)   Opinion of Counsel 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 November 14, 2007       
                                                          Registration No. 333 -
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

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

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

 KABUSHIKI KAISHA HITACHI SEISAKUSHO
(Exact name of issuer of deposited securities as specified in its charter)

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

 Hitachi, 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) 

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

 National Corporate Research, Ltd.
 225 W. 34th Street, Suite 910, New York, NY 10122
(212) 947-7200
 (Address, including zip code, and telephone number,
including area code, of agent for service)

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

Copies to:

 Theodore A. Paradise, Esq.                     Patricia Brigantic, Esq.
Davis Polk & Wardwell                             Citibank, N.A.  
   Izumi Garden Tower 33rd Floor                388 Greenwich Street, 17th Floor
6-1 Roppongi, 1-Chome, Minato-Ku                  New York, New York 10013  
Tokyo 106-6033, Japan                                             

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

  It is proposed that this filing become effective under Rule 466 (check
appropriate box):                                                               

                                                    |_| 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

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--------------------------------------------------------------------------------------------------------------------------
                                                              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             $153.50     
representing ten (10) shares of                                                                                           
common stock, without par value of                                                                                        
Hitachi, 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.              

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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     Top Center.                              

Terms of Deposit:                                                                                        

     (i)    The amount of deposited securities represented by   Top Center.                              
            one American Depositary Share ("ADSs")                                                       

     (ii)   The procedure for voting, if any, the deposited     Paragraphs (14) and (15).                
            securities                                                                                   

     (iii)  The collection and distribution of dividends        Paragraph (12).                          

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

     (v)    The sale or exercise of rights                      Paragraphs (12) and (13).                

     (vi)   The deposit or sale of securities resulting from    Paragraphs (4), (6), (12) and (16).      
            dividends, splits or plans of reorganization                                                 

     (vii)  Amendment, extension or termination of the deposit  Paragraphs (9) and (20) (no provision for
            agreement                                           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), (4), and (9).            
            the underlying securities                                                                    

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                                                               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                              Paragraph (17).               

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

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PROSPECTUS

The Prospectus consists of the proposed form of American Depositary 
    Receipt included as Exhibit A to the Form of Second Amended and Restated
    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 Second Amended and Restated Deposit Agreement, by and
            among Hitachi, Ltd. (Kabushiki Kaisha Hitachi Seisakusho) (the
               "Company"), Citibank, N.A., as depositary (the "Depositary"), and
             all holders and beneficial owners of American Depositary Shares
     issued thereunder. -- Filed herewith as Exhibit (a)(i).

   (a)(ii)  Amendment No. 1 to the Amended and Restated Deposit Agreement,
               dated as of February 17, 1982, among the Company, the Depositary,
               and all holders from time to time of American Depositary Receipts
      issued thereunder. -- Filed herewith as Exhibit (a)(ii).

 (a)(iii) Amended and Restated Deposit Agreement, dated as of March 6,
           1981, among the Company, the Depositary, and all holders from
             time to time of American Depositary Receipts issued thereunder.
-- Filed herewith as Exhibit (a)(iii).            

    (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 ADSs, 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 ADS 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      
Second Amended and Restated Deposit Agreement, by and among Hitachi, Ltd.       
(Kabushiki Kaisha Hitachi Seisakusho), Citibank, N.A., as depositary, and all   
Holders and Beneficial Owners from time to time of American Depositary Shares to
be issued thereunder, 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 14th day of November 2007.                                         

                                Legal entity created by the Second
                                    Amended and Restated Deposit Agreement
                                 under which the American Depositary
                                   Shares registered hereunder are to be
                                    issued, each American Depositary Share
                                    representing ten (10) shares of common
                                   stock, without par value, of Hitachi,
                            Ltd. (Kabushiki Kaisha Hitachi
          Seisakusho).

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

             By: /s/ Emi Mak
                                           -------------------------------------
                   Name: Emi Mak
                           Title: Vice President

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SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended,
Hitachi, Ltd. (Kabushiki Kaisha Hitachi Seisakusho) 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 
November 14, 2007.                                                              

HITACHI, LTD.                     

By: /s/ Masahiro Hayashi          
                           -----------------------------------------------------
Name: Masahiro Hayashi    
                           Title: Executive Vice President and Executive 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. Masahiro Hayashi to act as his true  
and lawful attorney-in-fact and agent, with full power of substitution, for him 
and in his 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 he might or could do in person, hereby ratifying and confirming all 
that said attorney-in-fact and agent, or his 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 November 14, 2007.                               

Signature                            Title                                      
---------                            -----                                      

/s/ Etsuhiko Shoyama                 Chairman of the Board                      
-------------------------------                                                 
Etsuhiko Shoyama                                                                

/s/ Kazuo Furukawa                   Director                                   
-------------------------------      President and Chief Executive Officer      
Kazuo Furukawa                                                                  

/s/ Yoshiki Yagi                     Director                                   
-------------------------------                                                 
Yoshiki Yagi                                                                    

/s/ Tadamichi Sakiyama               Director                                   
-------------------------------                                                 
Tadamichi Sakiyama                                                              

/s/ Toyoaki Nakamura                 Director                                   
-------------------------------      Senior Vice President and Executive Officer
Toyoaki Nakamura                                                                

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Signature                            Title                                      
---------                            -----                                      

/s/ Takeo Ueno                       Director                                   
-------------------------------                                                 
Takeo Ueno                                                                      

/s/ Isao Uchigasaki                  Director                                   
-------------------------------                                                 
Isao Uchigasaki                                                                 

/s/ Tadahiko Ishigaki                Authorized Representative in the U.S.      
-------------------------------      Senior Vice President and Executive Officer
Tadahiko Ishigaki                                                               

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 Index to Exhibits

                                                                [Download Table]

                                                                     Sequentially 
Exhibit   Document                                                   Numbered Page
-------   --------                                                   -------------
                                                                                  
(a)(i)    Form of Second Amended and Restated Deposit Agreement                   

(a)(ii)   Amendment No. 1 to Amended and Restated Deposit Agreement               

(a)(iii)  Amended and Restated Deposit Agreement                                  

(d)       Opinion of counsel to the Depositary                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘F-6’ Filing		Date		First		Last			Other Filings
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