FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of July 29, 2005

Commission File Number 09929

Mitsui & Co., Ltd.

(Translation of registrant’s name into English)

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F		þ		Form 40-F		o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes		o		No		þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                    

 

 

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 29, 2005

Consolidated Financial Results for the First Quarter Ended June 30, 2005

(Accounting Principles Generally Accepted in the United States of America)
(Unaudited)

Mitsui & Co., Ltd. and Subsidiaries (Web Site : http://www.mitsui.co.jp)

President and Chief Executive Officer, Shoei Utsuda
Investor Relations Contacts: Satoshi Tanaka, General Manager, Investor Relations Division TEL (03) 3285-7533

Financial Highlights for the First Quarter Ended June 30, 2005 (from April 1, 2005 to June 30, 2005)

														(Reference)
		(Millions of yen)												(Millions of yen)
														Forecast for the
		Three-month				Three-month								fiscal year ending March 31, 2006
		period ended				period ended				Increase/				(based on the previous
		June 30, 2005				June 30, 2004				(Decrease)				release on April 28, 2005)
Revenues			936,702				878,645				58,057
Gross Profit			191,795				168,702				23,093
Income from Continuing Operations before Income Taxes, Minority Interests and Equity in Earnings			72,525				60,613				11,912
Net Income			48,262				39,677				8,585				170,000
Total Trading Transactions			3,472,498				3,214,631				257,867				14,000,000

		June 30, 2005				March 31, 2005				Increase/(Decrease)
Total Assets			7,690,557				7,593,387				97,170
Shareholders’ Equity			1,178,613				1,122,828				55,785
Shareholders’ Equity Ratio			15.3	%			14.8	%		0.5pt
Net Interest-bearing Debt (after deduction of cash and cash equivalents)			2,840,203				2,736,227				103,976
Debt to Equity Ratio (net)			2.41				2.44			0.03pt

Notes:

1.		Number of consolidated subsidiaries and associated companies accounted for by the equity method Consolidated subsidiaries : 386, Associated companies accounted for by the equity method : 215
2.		Total trading transactions is a voluntary disclosure and represents the gross transaction volume or the nominal aggregate value of the sales contracts in which Mitsui & Co., Ltd. and its subsidiaries (collectively, the “companies”) act as principal and transactions in which the companies serve as agent.
		Total trading transactions is not meant to represent sales or revenues in accordance with U.S. GAAP.
		The companies have included the information concerning total trading transactions because it is used by similar Japanese trading companies as an industry benchmark, and the companies believe it is a useful supplement to results of operations data as a measure of the companies’ performance compared to other similar Japanese trading companies. Total trading transactions is included in the measure of segment profit and loss reviewed by the chief operating decision maker.
3.		Starting from the three-month period ended March 31, 2005, the companies changed the presentation of financing revenues and costs of certain subsidiaries engaged mainly in external consumer financing, which were formerly reported as “Interest expense — net.”
		In relation to this change, the figures of “Revenues”, “Gross Profit” and “Total Trading Transactions” for the three-month period ended June 30, 2004 have been restated to conform to the current period presentation.

A Cautionary Note on Forward-Looking Statements:

This report contains statements (including figures) regarding Mitsui & Co., Ltd. (“Mitsui”)’s views of future developments that are forward-looking in nature and are not simply reiterations of historical facts. These statements are presented to inform stakeholders of the views of Mitsui’s management but should not be relied on solely in making investment and other decisions. You should be aware that a number of important risk factors could lead to outcomes that differ materially from those presented in such forward-looking statements. These include, but are not limited to, (i) change in economic conditions that may lead to unforeseen developments in markets for products handled by Mitsui, (ii) fluctuations in currency exchange rates that may cause unexpected deterioration in the value of transactions, (iii) adverse political developments that may create unavoidable delays or postponement of transactions and projects, (iv) changes in laws, regulations, or policies in any of the countries where Mitsui conducts its operations that may affect Mitsui’s ability to fulfill its commitments, and (v) significant changes in the competitive environment. In the course of its operations, Mitsui adopts measures to control these and other types of risks, but this does not constitute a guarantee that such measures will be effective.

Summary of Operating Results

•		Gross profit for the 3 months period ended June 2005 increased by ¥23.1 billion to ¥191.8 billion compared with the corresponding period in the previous fiscal year. Driven by higher prices of iron ore, Mitsui Iron Ore Development Pty. Ltd. in Australia and Sesa Goa Limited in India increased gross profit significantly. Steel products and petrochemical products businesses also benefited from strong market prices.
•		Selling, general and administrative (“SG&A”) expenses increased by ¥9.2 billion to ¥129.3 billion because of :

	Ø		increase in expense of an Early Retirement Support Plan and expenses for introduction of ERP package at Mitsui.
	Ø		expansion of business operations at subsidiaries such as MITSUI FOODS CO., LTD. .
	Ø		newly incurred SG&A expenses resulted from acquisitions of subsidiaries such as NextCom K.K. which were made from the second quarter in the previous fiscal year

•		Interest (income) expense-net increased by ¥3.7 billion to ¥4.9 billion caused by higher interest rate of U.S. dollar and increase in investment in an oil and gas development project.
•		Dividend income increased by ¥2.9 billion to ¥11.6 billion. The improvement is mainly attributable to a dividend from a company investing in overseas cell phone businesses.
•		Gain on sales of securities—net decreased by ¥1.9 billion to ¥5.9 billion. There was a significant gain due to sales of share in Telepark Corp. during the corresponding period of the previous year.
•		Impairment loss of long-lived asset decreased by ¥2.7 billion to ¥1.0 billion due to the reduction of loss on a land held for development in Japan.

Due to above mentioned items, income from continuing operations before income taxes, minority interests and equity in earnings of associated companies increased by ¥11.9 billion to ¥72.5 billion.

•

Equity in earnings of associated companies—net (after income tax effect) increased by ¥6.1 billion to ¥19.2 billion, mainly attributable to the strong performance of mineral resources and energy related associated companies supported by higher market price of their products. Those companies include Valepar S.A. in Brazil and Japan Australia LNG (MIMI) Pty. Ltd. in Australia.

As a result of these developments, we recorded net income of ¥483 billion, an increase of ¥8.6 billion compared with the corresponding period in the previous fiscal year.

Statements of Consolidated Income

(for the three-month period ended June 30, 2005 and 2004)
(Unaudited)

(Millions of Yen)

						Three-month				Comparison with
		Three-month				period ended				previous period
		period ended				June 30, 2004				Increase/(Decrease)
		June 30, 2005				As restated				Amount				%
Revenues		¥	936,702			¥	878,645			¥	58,057				6.6
Cost of Revenues			(744,907	)			(709,943	)			(34,964	)
Gross Profit			191,795				168,702				23,093				13.7
Other Expenses (Income):
Selling, general and administrative			129,302				120,118				9,184
Provision for doubtful receivables			7				739				(732	)
Interest expense — net			4,919				1,230				3,689
Dividend income			(11,637	)			(8,664	)			(2,973	)
Gain on sales of securities — net			(5,897	)			(7,808	)			1,911
Loss on write-down of securities			1,671				605				1,066
Gain on disposal or sales of property and equipment — net			(197	)			(1,017	)			820
Impairment loss of long-lived assets			986				3,733				(2,747	)
Other expense (income) — net			116				(847	)			963
Total other expenses			119,270				108,089				11,181
Income from Continuing Operations before Income Taxes, Minority Interests and Equity in Earnings			72,525				60,613				11,912				19.7
Income Taxes			38,567				30,927				7,640
Income from Continuing Operations before Minority Interests and Equity in Earnings			33,958				29,686				4,272				14.4
Minority Interests in Earnings of Subsidiaries			(4,940	)			(3,865	)			(1,075	)
Equity in Earnings of Associated Companies — Net (After Income Tax Effect)			19,244				13,144				6,100
Income from Continuing Operations			48,262				38,965				9,297				23.9
Income from Discontinued Operations — Net (After Income Tax Effect)			—				712				(712	)
Net Income		¥	48,262			¥	39,677			¥	8,585				21.6
Summary of Changes in Equity from Nonowner Sources (Comprehensive Income (Loss)):
Net income		¥	48,262			¥	39,677			¥	8,585
Other comprehensive income (loss) (after income tax effect):
Unrealized holding gains (losses) on available-for-sale securities			944				(5,225	)			6,169
Foreign currency translation and other adjustments			22,439				(4,556	)			26,995
Changes in equity from nonowner sources		¥	71,645			¥	29,896			¥	41,749

Notes:			1.			Starting from the three-month period ended March 31, 2005, the companies reclassified financing revenues and costs of certain subsidiaries engaged mainly in external consumer financing from “Interest expense — net” to “Revenues” and “Cost of revenues,” respectively. In relation to this change, the figures for the three-month period ended June 30, 2004 have been restated to conform to the current period presentation.
			2.			In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the results of discontinued operations is presented as a separate line item under “Income from Discontinued Operations-Net (After Income Tax Effect).”

Condensed Consolidated Balance Sheets

(Unaudited)

(Millions of Yen)

		June 30,				March 31,				Increase/
		2005				2005				(Decrease)
ASSETS
Current Assets:
Cash and marketable securities		¥	785,279			¥	847,954			¥	(62,675	)
Trade receivables, less allowance for doubtful receivables			2,457,585				2,488,916				(31,331	)
Inventories			625,306				596,876				28,430
Other current assets			489,873				486,933				2,940
Total current assets			4,358,043				4,420,679				(62,636	)
Investments and Non-current Receivables:
Investments in and advances to associated companies and other investments			1,742,241				1,633,449				108,792
Non-current receivables, less allowance for doubtful receivables, and property leased to others			657,033				627,724				29,309
Total investments and other non-current receivables			2,399,274				2,261,173				138,101
Property and Equipment, less Accumulated Depreciation			678,990				662,688				16,302
Other Assets			254,250				248,847				5,403
Total		¥	7,690,557			¥	7,593,387			¥	97,170
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-term debt and current maturities of long-term debt		¥	932,594			¥	907,303			¥	25,291
Trade payables			1,807,755				1,854,128				(46,373	)
Other current liabilities			468,208				520,345				(52,137	)
Total current liabilities			3,208,557				3,281,776				(73,219	)
Long-term Debt, less Current Maturities			2,986,498				2,904,923				81,575
Other Liabilities			212,853				183,033				29,820
Minority Interests			104,036				100,827				3,209
Shareholders’ Equity:
Common stock			192,494				192,493				1
Capital surplus			288,050				288,048				2
Retained earnings:
Appropriated for legal reserve			37,287				37,018				269
Unappropriated			688,201				656,032				32,169
Accumulated other comprehensive income (loss):
Unrealized holding gains and losses on available- for-sale securities			101,123				100,179				944
Foreign currency translation and other adjustments			(127,291	)			(149,730	)			22,439
Total accumulated other comprehensive loss			(26,168	)			(49,551	)			23,383
Treasury stock, at cost			(1,251	)			(1,212	)			(39	)
Total shareholders’ equity			1,178,613				1,122,828				55,785
Total		¥	7,690,557			¥	7,593,387			¥	97,170

Operating Segment Information

(Unaudited)

Three-month period ended June 30, 2005 (from April 1, 2005 to June 30, 2005)

(Millions of Yen)

						Machinery,												Consumer				Logistics &
		Metal Products				Electronics &												Products				Financial
		& Minerals				Information				Chemical				Energy				& Services				Markets				Americas
Total Trading Transactions			797,822				621,277				493,860				362,275				649,608				19,352				256,072
Gross Profit			43,310				34,186				25,654				17,134				35,015				9,637				13,802
Operating Income (Loss)			31,429				6,271				9,803				7,755				3,838				3,293				5,305
Equity in Earnings of Associated Companies			6,752				2,987				1,652				5,392				1,193				834				431
Net Income			19,491				9,853				5,797				9,593				1,113				2,597				3,876
Total Assets at June 30, 2005			1,313,300				1,284,108				789,172				936,634				1,156,847				426,927				479,844

																						Adjustments
										Other												and				Consolidated
		Europe				Asia				Overseas Areas				Total				All Other				Eliminations				Total
Total Trading Transactions			92,326				154,283				23,461				3,470,336				2,083				79				3,472,498
Gross Profit			5,400				5,876				1,067				191,081				1,940				(1,226	)			191,795
Operating Income (Loss)			1,527				2,438				133				71,792				(732	)			(8,574	)			62,486
Equity in Earnings of Associated Companies			21				23				78				19,363				25				(144	)			19,244
Net Income			1,783				2,136				2,841				59,080				1,052				(11,870	)			48,262
Total Assets at June 30, 2005			344,993				179,860				78,343				6,990,028				2,412,876				(1,712,347	)			7,690,557

Three-month period ended June 30, 2004 (from April 1, 2004 to June 30, 2004) (As restated)

(Millions of Yen)

						Machinery,												Consumer				Logistics &
		Metal Products				Electronics &												Products				Financial
		& Minerals				Information				Chemical				Energy				& Services				Markets				Americas
Total Trading Transactions			622,131				628,887				427,160				300,961				636,968				23,784				271,956
Gross Profit			30,684				32,164				16,970				16,750				36,854				10,880				12,067
Operating Income (Loss)			17,637				8,844				1,932				8,113				7,788				5,492				3,599
Equity in Earnings of Associated Companies			3,875				3,170				255				3,332				1,346				514				424
Net Income			11,856				9,916				977				11,456				4,565				3,718				3,380
Total Assets at June 30, 2004			1,075,009				1,176,446				655,114				673,107				1,061,875				326,560				399,409

																						Adjustments
										Other												and				Consolidated
		Europe				Asia				Overseas Areas				Total				All Other				Eliminations				Total
Total Trading Transactions			96,474				153,124				47,589				3,209,034				5,563				34				3,214,631
Gross Profit			4,587				5,084				857				166,897				2,428				(623	)			168,702
Operating Income (Loss)			581				1,881				(58	)			55,809				(220	)			(7,744	)			47,845
Equity in Earnings of Associated Companies			44				55				32				13,047				192				(95	)			13,144
Net Income			1,300				1,962				1,264				50,394				638				(11,355	)			39,677
Total Assets at June 30, 2004			271,162				160,428				82,848				5,881,958				2,158,163				(1,309,700	)			6,730,421

Notes:			1.			The reclassifications to “Income from Discontinued Operations — Net (After Income Tax Effect)”, in accordance with SFAS No.144, are included in “Adjustments and Eliminations.”
			2.			In accordance with the Asian Regional Management Directorship becoming fully operative effective April 1, 2005, Asia, which was formally included in Other Oversea Areas, is disclosed as a separate region-focused reportable operating segment. In relation to this change, the operating segment information for the three-month period ended June 30, 2004 has been restated to conform to the current period presentation.
			3.			Starting from the three-month period ended March 31, 2005, the companies changed the presentation of financing revenues and costs of certain subsidiaries engaged mainly in external consumer financing, which were formerly reported as “Interest expense — net.” In relation to this change, the figures of “Total Trading Transactions”, “Gross Profit” and “Operating Income (Loss)” for the three-month period ended June 30, 2004 have been restated to conform to the current period presentation.
			4.			Since intersegment total trading transactions is no longer used as a measure of segments’ performance reviewed by the chief operating decision maker, it is excluded from segments’ total trading transactions and only those to external customers are presented.