SecProbe.io

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MITSUI & CO., LTD.

MITSUI & CO., LTD.

    ADDRESS:

    TELEX NO.

    2-1, OHTEMACHI 1-CHOME,

    HEAD OFFICE

    “J22253”

    CHIYODA-KU, TOKYO,

    CABLE ADDRESS :

    JAPAN

    C.P.O. BOX 822, TOKYO

    “MITSUI TOKYO”

    TELEPHONE :

    100-8631 JAPAN

    FACSIMILE :

    81-3-3285-7784

    81-3-3285-9819

February 24, 2005

Ms. Cecilia Blye

Chief, Office of Global Security Risk

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington D.C., 20549-0305

U.S.A.

Dear Ms. Blye:

     This is in response to your letter dated December 28, 2004, inquiring as to the materiality of
our operations in Iran and our view as to whether such operations constitute a material investment
risk for our security holders. As discussed below, our business activities in Iran are not
material to our consolidated financial condition or results of operations, and we do not believe
that our Iran-related operations constitute a material investment risk for our security holders.

Quantitative Analysis

     Using available internal data, we have conducted a review of our Iran-related business
operations for each of the three fiscal years ended March 31, 2004, 2003 and 2002. For each of
those fiscal years, revenues, gross profit and net income from our Iran-related transactions
constituted significantly less than 1% of our consolidated revenues, gross profit and net income,
respectively. Moreover, as of March 31, 2004, 2003 and 2002, Iran-related assets constituted
significantly less than 1% of our consolidated assets.

Qualitative Analysis

    (a)
    Business Activities

     Our Iran-related operations primarily consist of business activities in which we act as agent
for Japanese companies. Our activities as agent include the following:

    Ms. Cecilia Blye

    -2-

    •
    We act as agent to Japanese engineering and heavy machinery companies and assist them
with various aspects of entering into and completing industrial projects in Iran. For
example, we collect and provide them with relevant information in order to assist them in
preparing their bids. We also provide administrative support such as assisting them with
contract negotiations.

    •
    We act as agent to the principals of industrial projects in Iran and arrange for
financings provided by export credit agencies.

With respect to the above activities, we are engaged only as agent and not as principal.

     Under limited circumstances, we engage in Iran-related business activities as a principal.
For example, we purchase crude oil, oil products and petrochemical products from Iranian entities
and sell them in Japan and elsewhere as principal.

     We do not have significant Iran-related assets. All of our assets in Iran are held by our
wholly owned Iranian subsidiary, Mitsui & Co., Iran. Ltd. (“Mitsui Iran”). Most of our business
activities described above are conducted through or with the assistance of Mitsui Iran. Mitsui
Iran was incorporated in January 1967, its office is located in Tehran and currently has 17 full
time employees consisting of nine Japanese and eight Iranian nationals. The assets of Mitsui Iran
consist of fixed assets for day to day business activities and miscellaneous current assets.

    (b)
    No Involvement of Persons Subject to the Jurisdiction of the United States

     No “person[s] subject to the jurisdiction of the United States” (as defined under 31 C.F.R.
Part 535) affiliated with Mitsui & Co., Ltd. are involved in our Iran-related operations.

    (c)
    Investment Activities

     Other than our 100% equity interest in Mitsui Iran, we do not have any subsidiaries,
associated companies or joint ventures located in Iran. However, we engage in limited investment
activities in companies that do business in Iran. None of these investments is, individually or in
the aggregate, material to our consolidated results of operations and financial condition. To our
knowledge, our only significant investment exposures to companies that do business in Iran are the
following:

    •
    We hold a 0.47% direct interest and a 4.084% indirect interest in INPEX
Corporation, a publicly traded Japanese company engaged in the exploration,
development, production and sale of crude oil and natural gas. Our indirect
interest in INPEX is held through our

    Ms. Cecilia Blye

    -3-

    44.344% interest in Mitsui Oil Exploration Co., Ltd., a Japanese company
which holds a 9.21% equity interest in INPEX. Until late 2004, INPEX was
controlled by Japan National Oil Corporation, a company under the control
of the Japanese government, and the Japanese government continues to
maintain a degree of control over INPEX following its listing on the Tokyo
Stock Exchange in November 2004. In February 2004, while still under the
direct control of Japan National Oil Corporation, INPEX entered into an
agreement with National Iranian Oil Company to develop the Azadegan field
in Iran. We do not intend to, seek to, nor do we have the power to,
influence the future development of the Azadegan field.

    •
    We hold a 15.17% equity interest in Toyo Engineering Corporation, a
publicly traded Japanese engineering company. As a part of its global
engineering activities, Toyo Engineering Corporation has been participating as
a contractor in the construction of various industrial projects in Iran.

    (d)
    Future Operations in Iran

     As discussed above, most of our operations in Iran consist of business activities in which we
act as agent. In the future, however, there is a possibility that we may broaden our business
activities in Iran as principal. We have no plans to significantly expand our Iran-related
operations and would carefully consider the commercial and other risks inherent in such
transactions before expanding our activities as principal in order to manage those risks as we seek
to avoid transactions that may result in material losses to our company or risks to our security
holders.

Conclusion

     Our Iranian operations are not material to our consolidated financial condition or results of
operations and we do not believe that our Iran-related operations constitute a material investment
risk for our security holders. We will continue to monitor the materiality of our operations in
Iran including, as to whether our Iranian operations constitute material investment risk for our
security holders.

* * * * * *

    Ms. Cecilia Blye

    -4-

     We request that any future correspondence in this regard be directed to the attention of our
Investor Relations Division in Tokyo (Fax 81-3-3285-9819). Should you have any questions or wish
to discuss the foregoing, please contact Satoshi Tanaka, General Manager, at 81-3-3285-7533, or in
his absence, Daisuke Ochiai, Senior Manager, at 81-3-3285-7784.

    Very truly yours,

    /s/ Shoei Utsuda

    Shoei Utsuda

    President and Chief Executive Officer

    cc:

    Roger Schwall

    (Division of Corporation Finance,

     Securities and Exchange Commission)

    John D. Young, Jr.

    Izumi Akai

    Steven C. Yang

    (Sullivan & Cromwell LLP)