NIPPON TELEGRAPH & TELEPHONE CORP, F-3, 1998-11-20

NIPPON TELEGRAPH & TELEPHONE CORP
F-3, 1998-11-20
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 1998

REGISTRATION NO. 333-

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM F-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

--------------
NIPPON DENSHIN DENWA KABUSHIKI KAISHA
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

NIPPON TELEGRAPH AND TELEPHONE CORPORATION
(TRANSLATION OF REGISTRANT'S NAME IN ENGLISH)
4813 NONE
JAPAN (PRIMARY STANDARD (I.R.S. EMPLOYER
(STATE OR OTHER INDUSTRIAL CLASSIFICATION IDENTIFICATION NO.)
JURISDICTION OF CODE NUMBER)
INCORPORATION OR
ORGANIZATION)
19-2, NISHI-SHINJUKU 3-CHOME
SHINJUKU-KU, TOKYO 163-8019
JAPAN
813-5359-2122
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

--------------
NTT AMERICA, INC.
101 PARK AVENUE
NEW YORK, NEW YORK 10178
U.S.A.
212-867-1511
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPY TO:
THEODORE A. PARADISE ROBERT W. MULLEN, JR. STEPHEN A. GRANT
DAVIS POLK & WARDWELL MILBANK, TWEED, HADLEY & ROBERT G. DELAMATER
AKASAKA TWIN TOWER EAST MCCLOY SULLIVAN & CROMWELL
13F 1 CHASE MANHATTAN PLAZA TOKIO KAIJO BUILDING
17-22, AKASAKA 2-CHOME NEW YORK, NEW YORK 10005 SHINKAN
MINATO-KU, TOKYO 107-0052 U.S.A. 2-1, MARUNOUCHI 1-CHOME
JAPAN CHIYODA-KU, TOKYO 100-
0005 JAPAN

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
--------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the
same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

--------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) FEE
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value
(Yen)50,000 per
share(3)............ 210,000 shares $7,405.45 $1,555,144,500 $432,330
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) The amount of shares registered also includes any shares initially offered
and sold outside the United States and thereafter sold or resold in the
United States. The shares are not being registered for the purpose of sales
outside the United States.
(2) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(c) under the Securities Act.
(3) A separate Registration Statement on Form F-6 has been filed for the
registration of American Depositary Shares evidenced by American
Depositary Receipts representing the shares being registered hereby
(Registration No. 33-81562).

--------------
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 AT SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE +
+SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY PROSPECTUS +
+IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE SECURITIES IN +
+ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED NOVEMBER 20, 1998

[LOGO] NTT
NIPPON TELEGRAPH AND TELEPHONE CORPORATION

1,000,000 SHARES OF COMMON STOCK
(PAR VALUE (Yen)50,000 PER SHARE)
IN THE FORM OF SHARES OR AMERICAN DEPOSITARY SHARES

-----------

This is an offering of shares and American depositary shares of Nippon
Telegraph and Telephone Corporation. Each ADS is equal to 1/200th of a share of
NTT. This prospectus relates to an offering of shares, in the form of
shares or ADSs, in the United States and Canada. In addition, shares, in
the form of shares or ADSs, are being offered outside the United States, Canada
and Japan in an international offering and shares are being offered in
Japan.

The Minister of Finance of Japan, representing the Government of Japan, is
offering all of the shares being sold in the global offering. NTT will not
receive any proceeds from the sale of the shares or ADSs.

The common stock of NTT is listed on the First Section of the Tokyo Stock
Exchange and on all other stock exchanges in Japan. Application will be made to
list the shares offered in the global offering on the First Section of the
Tokyo Stock Exchange. The common stock is also listed on the London Stock
Exchange. The ADSs are listed on the New York Stock Exchange under the symbol
"NTT." On November 17, 1998, the closing sale price of the common stock on the
TSE was (Yen)930,000 per share and the closing sale price of the ADSs on the
New York Stock Exchange was $38.81 per ADS, each ADS representing 1/200th of a
share of NTT.

-----------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

-----------

<TABLE>
<S> <C> <C> <C>
PER SHARE PER ADS TOTAL
Initial public offering price...
Underwriting commissions........
Proceeds, before expenses, to the
Minister of Finance............
</TABLE>

-----------

Joint Global Coordinators and Joint Bookrunners

DAIWA SECURITIES CO. LTD. GOLDMAN SACHS INTERNATIONAL WARBURG DILLON READ

-----------

GOLDMAN, SACHS & CO. WARBURG DILLON READ LLC DAIWA SECURITIES AMERICA INC.

MERRILL LYNCH & CO. MORGAN STANLEY DEAN WITTER SALOMON SMITH BARNEY

-----------

Prospectus dated , 1998.
<PAGE>

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and does not contain all of the information that
should be considered before investing in NTT. You should read the entire
prospectus carefully in evaluating an investment in NTT.

NIPPON TELEGRAPH AND TELEPHONE CORPORATION

NTT, together with its subsidiaries, is the largest provider of
telecommunications services in Japan and operates one of the largest telephone
networks in the world. Its predominant business is providing nationwide
telecommunications services. These services fall into six major classes:
telephone services, telegraph services, leased circuit services, data
communication facility services, sale of telecommunication equipment and other
services.

Telephone services are the largest part of the business of NTT and its
subsidiaries, representing approximately 66.7%, or (Yen)6.3 trillion, of total
operating revenues of (Yen)9.5 trillion in fiscal year 1998. Other services,
which include multimedia-related services and system development services,
contributed approximately 12.9% of operating revenues, sale of
telecommunication equipment 10.3%, leased circuit services 5.2%, data
communication facility services 3.9% and telegraph services 1.0%.

NTT and its subsidiaries' telephone services consist primarily of local, long
distance and wireless services. International telecommunications services were
recently added after the adoption of amendments to the NTT Law, allowing NTT
and its subsidiaries for the first time to provide consumers with a full range
of telephony services. NTT is the principal provider of fixed-line services in
Japan with approximately 60 million subscribers.

NTT provides cellular telephone services through NTT DoCoMo, its 67.1% owned
subsidiary. NTT DoCoMo, together with its subsidiaries, is the largest provider
of cellular telephone services in Japan and the largest cellular operator in
the world as measured by subscribers, with approximately 20.8 million
subscribers as of September 30, 1998. NTT DoCoMo is NTT's largest subsidiary in
terms of consolidated operating revenues and operating income in fiscal year
1998.

NTT provides data communication facility services through NTT DATA, its 54.2%
owned subsidiary. NTT DATA is the leading provider of information systems and
computer networking in Japan. NTT DATA primarily engages in strategic planning,
systems planning, and systems design and installation of information systems
and computer networks.

REORGANIZATION

In June 1997, the Diet passed amendments to the NTT Law implementing a plan
proposed by the Ministry of Posts and Telecommunications, and accepted in
principle by NTT, to reorganize NTT prior to December 20, 1999. Under the
amendments, NTT will become a holding company. NTT's regional and long-distance
businesses will be reorganized into three newly established wholly owned
subsidiaries consisting of two regional telecommunications companies serving
each of eastern and western Japan, and a long distance telecommunications
company which will also offer international telecommunications services. The
amendments also allow NTT to enter the international telecommunications
business through subsidiaries prior to the reorganization with approval of the
Minister of Posts and Telecommunications. NTT began offering international
telecommunications services through a subsidiary on September 1, 1997.

As a holding company after the reorganization, NTT intends to establish a
clear group strategy, in addition to a focused business strategy and financial
targets for the NTT group as a whole and for each business unit in the group.
NTT believes that the reorganization will enable it to implement strategies to
allocate resources more efficiently and create other synergies within the
group. By clearly identifying the roles and responsibilities of the holding
company and each group member, NTT intends to establish a corporate culture
characterized by responsiveness, accountability and an emphasis on efficiency
and profitability. The reorganization will enable NTT to centralize basic
research and development efforts at the holding company level and share the
results of those efforts within the group.

1
<PAGE>

COMPETITIVE STRENGTHS

. Dominant market position in local, long-distance and wireless markets

. Leader in multimedia related technology and optical fiber

. Largest beneficiary of increasing demand for multimedia

. Core performing assets -- NTT DoCoMo and NTT DATA

. Strong consolidated financial performance

STRATEGY

. Strengthen competitiveness of core business by adopting a flexible and
effective pricing strategy, promoting a shift from conventional phone
lines to a digital public telecommunications network and providing
diversified wireless services over a high quality digital wireless
network

. Improve efficiency by reducing the total number of employees through
natural attrition and focusing capital investment in demand-oriented
customer services

. Promote development of multimedia business by constructing value-added
networks, developing related platforms and content, using cost-effective
technology to deploy optical fiber and deploying next generation
wireless technology

. Increase commitment to international business

CHALLENGES

. Increasing competition in local, long-distance and wireless markets

. Further deregulation of the pricing of telecommunications services

. Possible effects of implementation of Long-run Incremental Cost
Methodology or other measures to reduce permitted interconnection
charges

. High personnel costs associated with the current size and age-structure
of NTT's workforce

. Uncertain demand by end-users to extend the optical fiber network to
their homes

RECENT DEVELOPMENTS

NTT DOCOMO OFFERING

On October 22, 1998 NTT DoCoMo completed its initial public offering and
listed its stock on the First Section of the Tokyo Stock Exchange. NTT sold
218,000 shares of NTT DoCoMo's common stock, without par value, for total
proceeds of (Yen)826.1 billion and NTT DoCoMo issued 327,000 new shares of
stock for total proceeds of (Yen)1,236.5 billion. As a result of the offering,
NTT's stake in NTT DoCoMo has been reduced from 94.7% to 67.1%.

During fiscal year 1999, NTT and its subsidiaries will recognize gains on the
sale and issuance of NTT DoCoMo's shares of approximately (Yen)781 billion and
(Yen)784 billion, respectively. These non-recurring gains have been excluded
from the pro forma unaudited statement of income included in this prospectus.

2
<PAGE>

PHS SERVICES

NTT's personal handyphone system, or PHS services, a digital microcellular
system developed in Japan, are provided by NTT Personal Group. Since October
1997, the number of NTT Personal Group's PHS customers has steadily fallen.
NTT's PHS services have operated at a loss over the past several years and NTT
expects the PHS services to continue to operate at a loss over the next several
years. As a result, NTT has concluded that it would be difficult to continue
PHS services through NTT Personal Group and decided to transfer its PHS
businesses to NTT DoCoMo. NTT expects to complete the transfer on December 1,
1998 and to liquidate NTT Personal Group following the transfer.

SFAS 71 WRITE-OFF

NTT is discontinuing accounting for all of its operations in accordance with
the provisions of Statement of Financial Accounting Standards No. 71,
"Accounting for the Effects of Certain Types of Regulation," or "SFAS 71," in
its financial statements for the six-month period ended September 30, 1998.
Pursuant to the requirements of Statement of Financial Accounting Standards No.
101, "Regulated Enterprises--Accounting for the Discontinuation of Application
of FASB Statement No. 71," or "SFAS 101," NTT is recording an extraordinary
non-cash charge in its U.S. GAAP financial statements of approximately (Yen)462
billion, net of taxes in the amount of (Yen)427 billion, for the six-month
period ended September 30, 1998 and is eliminating approximately (Yen)889
billion of regulatory assets from its balance sheet as of September 30, 1998.

3
<PAGE>

THE GLOBAL OFFERING

Global Offering:............ 1,000,000 shares, consisting of the U.S.
offering, the international offering and the
Japanese offering.

U.S. Offering:.......... shares in the form of shares or ADSs.

International shares in the form of shares or ADSs.
Offering:...............

Japanese Offering:...... shares.

Selling Shareholder:........ All of the shares being offered in the global
offering are being offered by the Minister of
Finance of Japan, representing the Government of
Japan. Prior to the global offering, the
Government owns 10,419,289.24 shares or 65.48% of
NTT's outstanding shares and after the global
offering the Government will own approximately
59% of NTT's outstanding shares.

Offering Price:............. (Yen) per share
$ per ADS (based on an exchange rate of
(Yen) = $ and adjusted for the ratio of
1/200th share per ADS)

The ADSs:................... An American depositary receipt, or ADR, is a
negotiable certificate issued by a United States
bank or trust company acting as depositary. In
the same way that a share certificate of a U.S.
issuer would evidence shares, an ADR evidences
American depositary shares, which are also
referred to as ADSs. Each ADS represents an
ownership interest in 1/200th of one share of
NTT, which shares are held in Japan on deposit by
the depositary or its agent for the benefit of
holders of ADRs.

Lock-up Agreement: ......... NTT and the Minister of Finance have agreed with
the underwriters not to dispose of or hedge any
of their shares or securities convertible into or
exchangeable for shares during the period from
the date of this prospectus continuing through
the date 180 days after the date of this
prospectus, except with the prior written consent
of the joint global coordinators. This agreement
does not apply to any existing employee or
director benefit plans.

Listing:.................... Tokyo Stock Exchange (and all other stock
exchanges in Japan)
London Stock Exchange
New York Stock Exchange (ADSs)

Payment and Settlement:..... The underwriters expect to deliver certificates
representing the shares against payment therefor
in yen in Tokyo through the central clearing
system in Japan, known as JASDEC, on ,
1998 (Tokyo time). The underwriters expect to
deliver ADSs against payment therefor in U.S.
dollars in New York, New York through the
facilities of DTC on , 1998.

Security Codes:

Shares.................. Tokyo Stock Exchange Securities Identification
Code: 9432
ISIN: JP3735400008
Common Code: 002364085
SEDOL: 6641373

ADSs.................... CUSIP: 654624105
ISIN: US6546241059
SEDOL: 2639996

4
<PAGE>

SUMMARY FINANCIAL INFORMATION

The summary financial information set forth below and certain data under
Other Financial Data have been derived from the consolidated financial
statements and notes thereto of NTT and its subsidiaries which have been
prepared in conformity with accounting principles generally accepted in the
United States. The consolidated financial statements of NTT and its
subsidiaries as of and for the years ended March 31, 1994, 1995, 1996, 1997 and
1998 have been audited by Price Waterhouse. The information set forth below
should be read in conjunction with, and is qualified in its entirety by
reference to, the consolidated financial statements of NTT and its subsidiaries
included in this prospectus and the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" contained herein.

<TABLE>
<CAPTION>
AS OF AND FOR
THE SIX MONTHS
ENDED
AS OF AND FOR THE YEARS ENDED MARCH 31, SEPTEMBER 30,
---------------------------------------------------------------------------------------- --------------
1994 1995 1996 1997 1998 1998 1997 1998 1998
-------------- -------------- -------------- -------------- -------------- -------- ---- ---- ----
(MILLIONS EXCEPT PER SHARE AMOUNTS, PERCENTAGES OR RATIOS) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME
DATA:
Operating revenues... (Yen)6,686,976 (Yen)7,043,822 (Yen)7,908,643 (Yen)8,821,782 (Yen)9,450,013 $70,000
Telephone........... 4,879,929 5,039,474 5,557,674 6,038,146 6,306,034 46,711
Telegraph........... 80,987 90,559 96,746 98,683 92,211 683
Leased circuit...... 400,710 400,103 393,415 428,715 488,160 3,616
Data communication
facility........... 237,457 259,520 301,365 337,934 372,765 2,761
Sale of
telecommunication
equipment.......... 308,906 401,957 606,102 889,834 969,586 7,182
Miscellaneous....... 778,987 852,209 953,341 1,028,470 1,221,257 9,047
Operating expenses... 6,296,893 6,653,588 7,212,492 8,052,307 8,577,968 63,540
Operating income..... 390,083 390,234 696,151 769,475 872,045 6,460
Net income........... 83,396 85,443 273,646 251,457 214,460 1,589
Net income per share
of common stock..... 5,241 5,370 17,197 15,803 13,478 100
BALANCE SHEET DATA:
Cash and cash
equivalents......... (Yen) 691,591 (Yen) 582,447 (Yen) 638,642 (Yen) 821,140 (Yen) 913,236 $ 6,765
Property, plant and
equipment, net...... 10,737,495 10,857,314 11,136,221 11,655,768 12,005,362 88,929
Total assets......... 14,076,677 14,397,961 15,399,448 16,475,094 17,352,531 128,537
Total liabilities.... 9,106,606 9,397,524 10,203,329 11,134,684 11,888,603 88,064
Total interest
bearing debt........ 4,425,602 4,720,401 4,986,208 5,597,520 6,058,526 44,878
Total shareholders'
equity.............. 4,970,071 5,000,437 5,196,119 5,340,410 5,463,928 40,473
OTHER FINANCIAL DATA:
Capital
expenditures........ (Yen)1,953,174 (Yen)1,994,775 (Yen)2,244,576 (Yen)2,612,878 (Yen)2,685,961 $ 19,896
Depreciation and
amortization........ 1,717,745 1,832,063 1,909,768 2,093,314 2,281,843 16,903
Net cash provided by
operating
activities.......... 2,090,738 1,920,627 2,306,778 2,650,708 2,730,607 20,227
Net cash used in
investing
activities.......... 2,151,912 2,228,459 2,286,593 2,861,484 2,908,947 21,548
Adjusted EBITDA(1) .. 2,247,147 2,430,881 2,816,093 3,075,829 3,318,579 24,582
Adjusted EBITDA
margin(1)(2)........ 33.6% 34.5% 35.6% 34.9% 35.1%
Net income
margin(2)........... 1.2 1.2 3.5 2.9 2.3
Return on equity(3).. 1.68 1.71 5.37 4.77 3.97
Return on assets(4).. 2.85 2.74 4.67 4.83 5.16
</TABLE>
- -------
(1) Adjusted EBITDA refers to operating income before deducting depreciation
and amortization expenses and losses on sale and disposal of property,
plant and equipment.
(2) Calculated as a percentage of operating revenues.
(3) Calculated as net income as a percentage of average total shareholders'
equity.
(4) Calculated as operating income as a percentage of average total assets.

5
<PAGE>

SUMMARY UNAUDITED PRO FORMA FINANCIAL INFORMATION

The summary unaudited pro forma financial information set forth below should
be read in conjunction with the historical and pro forma consolidated financial
statements of NTT, together with the related notes, included in this
prospectus. The summary unaudited pro forma financial information gives effect
to the NTT DoCoMo offering and the use of proceeds therefrom as if such
transaction occurred with respect to the pro forma statement of income data as
of the beginning of the periods indicated and with respect to the pro forma
balance sheet data as of March 31, 1998 and September 30, 1998, as applicable.
The pro forma financial information set forth below is not necessarily
indicative of the operating results that actually would have been achieved had
such transactions been consummated as of the dates indicated or that may be
achieved in the future.

The Pro Forma, as adjusted, column gives effect to the sale of 218,000 shares
of NTT DoCoMo by NTT and the issuance of 327,000 shares by NTT DoCoMo. The Pro
Forma column only gives effect to the sale of the 218,000 shares. During the
fiscal year ending March 31, 1999, NTT and its subsidiaries will recognize
gains on the sale and issuance of NTT DoCoMo's shares of approximately (Yen)781
billion and (Yen)784 billion, respectively. These non-recurring gains have been
excluded from the pro forma unaudited statement of income. For the interim
period, NTT intends to use the proceeds from the sale of NTT DoCoMo shares to
repay debt that will ultimately be re-borrowed in order to pay a special
dividend and repurchase NTT's outstanding stock. Accordingly, the proceeds from
the sales are reflected in cash and cash equivalents. The reduction in interest
expense as a result of short-term debt repayments pending the expected share
repurchase and special dividend is not material.

<TABLE>
<CAPTION>
AS OF AND FOR THE YEAR AS OF AND FOR THE SIX MONTHS
ENDED MARCH 31, 1998 ENDED SEPTEMBER 30, 1998
---------------------------------------------- --------------------------------
PRO FORMA, PRO FORMA,
HISTORICAL PRO FORMA AS ADJUSTED HISTORICAL PRO FORMA AS ADJUSTED
-------------- -------------- -------------- ---------- --------- -----------
(MILLIONS OF YEN EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME
DATA:
Operating revenues...... (Yen)9,450,013 (Yen)9,450,013 (Yen)9,450,013
Operating expenses...... 8,577,968 8,577,968 8,577,968
Operating income........ 872,045 872,045 872,045
Other expenses
(income)............... 216,513 216,513 190,713
Interest and amortiza-
tion of bond discounts
and issue costs....... 235,363 235,363 209,563
Interest income........ (2,086) (2,086) (2,086)
Other, net............. (16,764) (16,764) (16,764)
Income before income
taxes.................. 655,532 655,532 681,332
Income taxes............ 418,276 418,276 431,476
Current................ 362,910 362,910 376,110
Deferred............... 55,366 55,366 55,366
Income before minority
interest............... 237,256 237,256 249,856
Minority interest in
consolidated
subsidiaries........... (32,275) (59,523) (91,091)
Equity in earnings of
affiliated companies... 9,479 9,479 9,479
Net income.............. 214,460 187,212 168,244
Basic and diluted net
income per share....... 13,478 11,765 10,573
BALANCE SHEET DATA:
Cash and cash
equivalents............ (Yen) 913,236 (Yen)1,739,376 (Yen)2,109,876
Total assets............ 17,352,531 18,178,671 18,549,171
Current liabilities..... 3,445,826 3,880,826 3,518,136
Short-term borrowings.. 456,995 456,995 269,235
Current portion of
long-term debt........ 825,422 825,422 650,492
Accrued taxes on
income................ 188,616 623,616 623,616
Other current
liabilities........... 1,974,793 1,974,793 1,974,793
Long-term liabilities... 8,306,737 8,306,737 7,803,427
Long-term debt......... 4,776,109 4,776,109 4,272,799
Liability for
employees' severance
payments.............. 2,890,761 2,890,761 2,890,761
Other long-term
liabilities........... 639,867 639,867 639,867
Minority interest in
consolidated
subsidiaries........... 136,040 188,701 648,145
Retained earnings....... 2,051,205 2,389,684 3,166,740
Shareholders' equity.... 5,463,928 5,802,407 6,579,463
</TABLE>

6
<PAGE>

SUMMARY OPERATING AND OTHER DATA

The following table sets forth certain operating and other data for the five
years ended March 31, 1998.

<TABLE>
<CAPTION>
AS OF AND FOR THE YEARS ENDED MARCH 31,
------------------------------------------------------
1994 1995 1996 1997 1998
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
JAPANESE DEMOGRAPHIC AND
ECONOMIC DATA:
Population
(millions)(1).......... 124.8 125.0 125.6 125.9 126.2
GDP (trillions)(1)...... (Yen)476.7 (Yen)478.8 (Yen)489.2 (Yen)503.1 (Yen)504.6
GDP per capita
(millions)(1).......... 3.8 3.8 3.9 4.0 4.0
JAPANESE
TELECOMMUNICATIONS
MARKET DATA:
Fixed line:
Total number of
telephone subscriber
lines of NTT
(millions)............ 58.5 59.6 60.8 61.2 60.2
Telephone subscriber
line penetration rate
(%)................... 46.9 47.7 48.4 48.6 47.7
Total ISDN subscribers
of NTT (millions)..... 0.3 0.4 0.6 1.3 2.6
Local market share
(%)(2)................ 98.8 98.7 98.6 97.7 97.1
Long distance market
share (%)(2).......... 70.9 68.7 68.1 64.3 59.4
Cellular:
Total cellular
subscribers in Japan
(millions)............ 2.1 4.3 10.2 20.9 31.5
Cellular penetration
rate (%).............. 1.7 3.5 8.2 16.6 25.0
Cellular subscribers
of NTT DoCoMo and its
subsidiaries
(millions)............ 1.32 2.21 4.94 10.96 17.98
Market share of NTT
DoCoMo and its
subsidiaries (%)(3)... 62.0 50.9 48.4 52.5 57.0
PHS:
Total PHS subscribers
in Japan (millions)... -- -- 1.5 6.0 6.7
PHS penetration rate
(%)................... -- -- 1.2 4.8 5.3
NTT PHS subscribers
(millions)............ -- -- 0.4 1.9 1.9
Market share of NTT
and its subsidiaries
(%)(3)................ -- -- 26.1 30.7 28.3
TRAFFIC DATA OF NTT AND
ITS SUBSIDIARIES:
Number of calls
(millions):
Fixed line tele-
phone(4)............. 74,238 77,278 78,201 79,891 73,668
ISDN (voice and digi-
tal)(4).............. 705 1,082 1,662 2,890 5,721
Hours of use (millions):
Fixed line tele-
phone(4)............. 3,509 3,610 3,535 3,441 3,240
ISDN (voice and digi-
tal)(4).............. 22 34 56 121 290
Cellular.............. N/A 61 121 252 448
EMPLOYEES (THOUSANDS):.. 248 235 231 230 226
</TABLE>
- -------
N/A: Not Available.
(1) Based on the 1998 Economic White Paper.
(2) Market share data is based on number of calls.
(3) Market share data is based on number of subscribers.
(4) Based on NTT's end-to-end traffic only.

7
<PAGE>

WHERE TO FIND MORE INFORMATION

NTT files reports and other information with the SEC. These reports and other
information about NTT can be read and copied at the SEC's public reference room
in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Starting with NTT's Form 20-F for
the fiscal year ended March 31, 1998, NTT's filings are also available to the
public over the Internet at the SEC's web-site at http://www.sec.gov.

NTT can "incorporate by reference" the information it files with the SEC,
which means that NTT can disclose important information to you by referring you
to those documents. The information incorporated by reference is considered to
be part of this prospectus. NTT incorporates by reference its Annual Report on
Form 20-F for the fiscal year ended March 31, 1998 (File No. 1-8910) that was
filed with the SEC pursuant to the Securities Exchange Act of 1934.

In addition, any reports on Form 20-F, including any amendments thereto, that
will be filed with the SEC and certain reports that NTT designates on Form 6-K
that may be furnished to the SEC prior to the termination of this offering will
also be incorporated by reference and considered part of this prospectus and
will automatically update and supersede the information contained herein.

You may request a copy of any document incorporated by reference, at no cost,
by writing or telephoning NTT at 19-2, Nishi-Shinjuku 3-chome, Shinjuku-ku,
Tokyo 163-8019, Japan, Attention: General Affairs Department, Investor
Relations Section, telephone number: 813-5359-2122.

FORWARD LOOKING STATEMENTS

Statements made in this prospectus and in documents incorporated by reference
are forward looking statements. These include statements with respect to NTT
and its subsidiaries' plans, strategies and beliefs and other statements that
are not historical facts. The statements are based on management's assumptions
and beliefs in light of the information currently available to it. These
assumptions and beliefs include information concerning:

. NTT and its subsidiaries; and

. the economy and telecommunications industry in Japan and overseas.

The assumptions also involve risks and uncertainties which may cause the actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such forward
looking statements. Potential risks and uncertainties include, without
limitation:

. risks and uncertainties associated with the pricing of services;

. the effects of deregulation of the telecommunications market and
increased competition;

. the success of NTT's reorganization; and

. the ability of its subsidiaries, including without limitation NTT
DoCoMo, to maintain growth and the success of new products and
services and new businesses.

USE OF PROCEEDS

The Minister of Finance of Japan, also referred to as MOF, representing the
Government of Japan, will receive all of the proceeds from the sale of the
shares or ADSs. NTT will not receive any proceeds. See "Principal Shareholders
and Selling Shareholder."

EXCHANGE RATES

In certain parts of this prospectus, yen amounts have been translated into
U.S. dollars for the convenience of investors. Unless otherwise noted herein,
the rate used for the translations was (Yen)135 equal to $1.00, which was the
approximate exchange rate on September 30, 1998. The following table sets forth
the noon buying rates in New York City for cable transfers in yen as announced
for customs purposes by the Federal Reserve

8
<PAGE>

Bank of New York--the "Noon Buying Rate"--for Japanese yen expressed in
Japanese yen per $1.00. The Noon Buying Rate on November 17, 1998 was
$1=(Yen)121.30. No representation is made that the Japanese yen or U.S. dollar
amounts referred to herein could have been or could be converted into U.S.
dollars or Japanese yen, as the case may be, at any particular rate or at all.

<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
-----------------------------------------------------------------------
1994 1995 1996 1997 1998 1999(1)
----------- ----------- ----------- ----------- ----------- -----------
YEN EXCHANGE RATES PER
U.S. DOLLAR:
<S> <C> <C> <C> <C> <C> <C>
High.................... (Yen)114.20 (Yen)105.38 (Yen)107.29 (Yen)124.54 (Yen)133.99 (Yen)147.14
Low..................... 102.40 86.85 81.12 104.49 111.42 114.46
Average(2).............. 107.13 98.48 96.95 113.20 123.57 135.39
At period-end........... 102.40 86.85 107.00 123.72 133.29 121.30
</TABLE>
- --------
(1) Through November 17, 1998.
(2) The average of month-end rates during the period.

Fluctuations in the exchange rate between the Japanese yen and the U.S.
dollar will affect the U.S. dollar equivalent of the Japanese yen price of the
shares on the Japanese stock exchanges and, as a result, are likely to affect
the market price of the ADSs on the New York Stock Exchange. NTT will declare
any cash dividends on shares in Japanese yen and exchange rate fluctuations
will affect the U.S. dollar amounts received by holders of ADSs on conversion
of cash dividends on the shares represented by the ADSs. See "Description of
Deposit Agreement."

9
<PAGE>

CAPITALIZATION

The following table, which should be read in conjunction with NTT's
historical and pro forma consolidated financial statements included herein,
sets forth the unaudited consolidated capitalization of NTT and its
subsidiaries as of September 30, 1998 and as adjusted to give pro forma effect
to the NTT DoCoMo offering and the application of proceeds therefrom. Except as
disclosed below, there has been no material change in the consolidated
capitalization of NTT and its subsidiaries since March 31, 1998.

<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1998
---------------------------------------
ACTUAL PRO FORMA
------------------- -------------------
(MILLIONS (MILLIONS (MILLIONS (MILLIONS
OF OF OF OF
YEN) DOLLARS) YEN) DOLLARS)
<S> <C> <C> <C> <C>
SHORT-TERM DEBT
Total short-term debt (including
short-term borrowings and current
portion of long-term debt)........... (Yen) $ (Yen) $
======== ==== ======== ====
LONG-TERM DEBT
Long-term debt........................ (Yen) $ (Yen) $
-------- ---- -------- ----
SHAREHOLDERS' EQUITY
Common stock, (Yen)50,000 par value... (Yen) $ (Yen) $
Authorized: 62,400,000 shares
Issued and outstanding: 15,912,000
shares
Additional paid-in capital............
Legal reserve.........................
Unrealized loss on securities.........
Foreign currency translation adjust-
ments................................
Retained earnings.....................
-------- ---- -------- ----
Total shareholders' equity............
-------- ---- -------- ----
Total capitalization.................. (Yen) $ (Yen) $
======== ==== ======== ====
</TABLE>

10
<PAGE>

SELECTED FINANCIAL DATA

The selected financial data set forth below and certain data under Other
Financial Data have been derived from the consolidated financial statements and
notes thereto of NTT and its subsidiaries which have been prepared in
conformity with accounting principles generally accepted in the United States.
The consolidated financial statements of NTT and its subsidiaries as of and for
the years ended March 31, 1994, 1995, 1996, 1997 and 1998 have been audited by
Price Waterhouse. The information set forth below should be read in conjunction
with, and is qualified in its entirety by reference to, the consolidated
financial statements of NTT and its subsidiaries included in this prospectus
and the "Management's Discussion and Analysis of Financial Condition and
Results of Operations" contained herein.

<TABLE>
<CAPTION>
AS OF AND FOR THE
SIX MONTHS ENDED
AS OF AND FOR THE YEARS ENDED MARCH 31, SEPTEMBER 30,
--------------------------------------------------------------------------------------- -------------------
1994 1995 1996 1997 1998 1998 1997 1998 1998
-------------- -------------- -------------- -------------- -------------- ------- ----- ----- -----
(MILLIONS EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME
DATA:
Operating
revenues.......... (Yen)6,686,976 (Yen)7,043,822 (Yen)7,908,643 (Yen)8,821,782 (Yen)9,450,013 $70,000
Telephone......... 4,879,929 5,039,474 5,557,674 6,038,146 6,306,034 46,711
Telegraph......... 80,987 90,559 96,746 98,683 92,211 683
Leased circuit.... 400,710 400,103 393,415 428,715 488,160 3,616
Data communication
facility......... 237,457 259,520 301,365 337,934 372,765 2,761
Sale of
telecommunication
equipment........ 308,906 401,957 606,102 889,834 969,586 7,182
Miscellaneous..... 778,987 852,209 953,341 1,028,470 1,221,257 9,047
Operating
expenses.......... 6,296,893 6,653,588 7,212,492 8,052,307 8,577,968 63,540
Personnel......... 2,340,760 2,328,917 2,285,502 2,266,599 2,345,609 17,375
Depreciation,
amortization and
maintenance
costs............ 2,315,517 2,624,199 2,809,602 2,998,550 3,185,044 23,593
Other............. 1,640,616 1,700,472 2,117,388 2,787,158 3,047,315 22,572
Operating income... 390,083 390,234 696,151 769,475 872,045 6,460
Other expenses
(income).......... 215,904 225,524 151,012 259,702 216,513 1,604
Interest and
amortization of
bond discounts
and issue costs.. 274,247 277,544 268,032 253,950 235,363 1,743
Interest income... (13,102) (5,967) (2,066) (1,839) (2,086) (15)
Gains on sales of
subsidiary
stocks........... -- -- (98,011) -- -- --
Other, net........ (45,241) (46,053) (16,943) 7,591 (16,764) (124)
Income before
income taxes ..... 174,179 164,710 545,139 509,773 655,532 4,856
Income taxes....... 91,979 82,429 272,974 260,927 418,276 3,098
Income before
minority
interests......... 82,200 82,281 272,165 248,846 237,256 1,758
Minority interest
in consolidated
subsidiaries...... 754 (2,433) (6,124) (11,718) (32,275) (239)
Equity in earnings
of affiliated
companies......... 442 5,595 7,605 14,329 9,479 70
Net income......... 83,396 85,443 273,646 251,457 214,460 1,589
Net income per
share of common
stock............. 5,241 5,370 17,197 15,803 13,478 100
</TABLE>

11
<PAGE>

<TABLE>
<CAPTION>
AS OF AND FOR THE
SIX MONTHS ENDED
AS OF AND FOR THE YEARS ENDED MARCH 31, SEPTEMBER 30,
--------------------------------------------------------------------------------------- -------------------
1994 1995 1996 1997 1998 1998 1997 1998 1998
-------------- -------------- -------------- -------------- -------------- ------- ----- ----- -----
(MILLIONS EXCEPT PER SHARE AMOUNTS, PERCENTAGES OR RATIOS) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DA-
TA:
Cash and cash
equivalents..... (Yen) 691,591 (Yen) 582,447 (Yen) 638,642 (Yen) 821,140 (Yen) 913,236 $ 6,765
Notes and
accounts
receivable,
trade........... 636,071 700,932 1,058,308 930,792 1,085,381 8,040
Inventories...... 105,149 128,527 164,490 231,407 223,776 1,657
Property, plant
and equipment,
net............. 10,737,495 10,857,314 11,136,221 11,655,768 12,005,362 88,929
Investments in
affiliated
companies....... 83,945 79,013 86,900 113,762 201,945 1,496
Marketable
securities and
other
investments..... 102,944 175,506 195,345 154,947 124,910 925
Intangible and
other assets.... 923,597 1,118,326 1,324,893 1,654,289 1,904,503 14,107
Total assets..... 14,076,677 14,397,961 15,399,448 16,475,094 17,352,531 128,537
Total
liabilities..... 9,106,606 9,397,524 10,203,329 11,134,684 11,888,603 88,064
Accounts payable,
trade........... 765,782 669,036 903,579 1,115,840 1,131,444 8,381
Total interest
bearing debt.... 4,425,602 4,720,401 4,986,208 5,597,520 6,058,526 44,878
Short term
borrowings...... 127,584 147,265 208,438 387,544 456,995 3,385
Current portion
of long term
debt............ 733,824 669,104 671,948 667,964 825,422 6,114
Long term debt... 3,564,194 3,904,032 4,105,822 4,542,012 4,776,109 35,379
Total
shareholders'
equity.......... 4,970,071 5,000,437 5,196,119 5,340,410 5,463,928 40,473
OTHER FINANCIAL
DATA:
Capital
expenditures.... (Yen)1,953,174 (Yen)1,994,775 (Yen)2,244,576 (Yen)2,612,878 (Yen)2,685,961 $19,896
Depreciation and
amortization.... 1,717,745 1,832,063 1,909,768 2,093,314 2,281,843 16,903
Net cash provided
by operating
activities...... 2,090,738 1,920,627 2,306,778 2,650,708 2,730,607 20,227
Net cash used in
investing
activities ..... 2,151,912 2,228,459 2,286,593 2,861,484 2,908,947 21,548
Research and
development
expenses........ 310,572 313,918 318,105 328,529 288,931 2,140
Adjusted
EBITDA(1)....... 2,247,147 2,430,881 2,816,093 3,075,829 3,318,579 24,582
Adjusted EBITDA
margin(1)(2).... 33.6% 34.5% 35.6% 34.9% 35.1%
Net income
margin(2)....... 1.2 1.2 3.5 2.9 2.3
Return on
equity(3)....... 1.68 1.71 5.37 4.77 3.97
Return on
assets(4)....... 2.85 2.74 4.67 4.83 5.16
Return on capital
employed(5)..... 2.07 2.00 3.43 3.57 3.80
</TABLE>
- --------
(1) Adjusted EBITDA refers to operating income before deducting depreciation
and amortization expenses and losses on sale and disposal of property,
plant and equipment.
(2) Calculated as a percentage of operating revenues.
(3) Calculated as net income as a percentage of average total shareholders'
equity.
(4) Calculated as operating income as a percentage of average total assets.
(5) Calculated as operating income multiplied by (1 minus 51% (the marginal tax
rate)) as a percentage of the sum of average total interest bearing debt
and average total shareholders' equity.

12
<PAGE>

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma financial information set forth below should be read
in conjunction with the historical and pro forma consolidated financial
statements of NTT, together with the notes thereto, included in this
prospectus. The unaudited pro forma financial information gives effect to the
NTT DoCoMo offering and the use of proceeds therefrom as if such transaction
occurred with respect to the pro forma statement of income data as of the
beginning of the periods indicated and with respect to the balance sheet data
as of March 31, 1998 and September 30, 1998, as applicable. The pro forma
financial information set forth below is not necessarily indicative of the
operating results that actually would have been achieved had such transactions
been consummated as of the dates indicated or that may be achieved in the
future.

<TABLE>
<CAPTION>
AS OF AND FOR THE YEAR AS OF AND FOR THE SIX MONTHS
ENDED MARCH 31, 1998 ENDED SEPTEMBER 30, 1998
---------------------------------------------- --------------------------------
PRO FORMA, PRO FORMA,
HISTORICAL PRO FORMA AS ADJUSTED HISTORICAL PRO FORMA AS ADJUSTED
-------------- -------------- -------------- ---------- --------- -----------
(MILLIONS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME
DATA:
Operating revenues...... (Yen)9,450,013 (Yen)9,450,013 (Yen)9,450,013
Operating expenses...... 8,577,968 8,577,968 8,577,968
Operating income........ 872,045 872,045 872,045
Other expenses
(income)............... 216,513 216,513 190,713
Interest and amortiza-
tion of bond discounts
and issue costs....... 235,363 235,363 209,563
Interest income........ (2,086) (2,086) (2,086)
Other, net............. (16,764) (16,764) (16,764)
Income before income
taxes.................. 655,532 655,532 681,332
Income taxes............ 418,276 418,276 431,476
Current................ 362,910 362,910 376,110
Deferred............... 55,366 55,366 55,366
Income before minority
interest............... 237,256 237,256 249,856
Minority interest in
consolidated
subsidiaries........... (32,275) (59,523) (91,091)
Equity in earnings of
affiliated companies... 9,479 9,479 9,479
Net income.............. 214,460 187,212 168,244
Basic and diluted net
income per share....... 13,478 11,765 10,573
BALANCE SHEET DATA:
Cash and cash
equivalents............ (Yen) 913,236 (Yen)1,739,376 (Yen)2,109,876
Total assets............ 17,352,531 18,178,671 18,549,171
Current liabilities..... 3,445,826 3,880,826 3,518,136
Short-term borrowings.. 456,995 456,995 269,235
Current portion of
long-term debt........ 825,422 825,422 650,492
Accrued taxes on
income................ 188,616 623,616 623,616
Other current
liabilities........... 1,974,793 1,974,793 1,974,793
Long-term liabilities... 8,306,737 8,306,737 7,803,427
Long-term debt......... 4,776,109 4,776,109 4,272,799
Liability for
employees' severance
payments.............. 2,890,761 2,890,761 2,890,761
Other long-term
liabilities........... 639,867 639,867 639,867
Minority interest in
consolidated
subsidiaries........... 136,040 188,701 648,145
Retained earnings....... 2,051,205 2,389,684 3,166,740
Shareholders' equity.... 5,463,928 5,802,407 6,579,463
</TABLE>

13
<PAGE>

SELECTED OPERATING DATA

The following table sets forth certain operating and other data for the five
years ended March 31, 1998.

<TABLE>
<CAPTION>
AS OF AND FOR THE YEARS
ENDED MARCH 31,
------------------------------------------------------
1994 1995 1996 1997 1998
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
JAPANESE DEMOGRAPHIC AND
ECONOMIC DATA:
Population
(millions)(1).......... 124.8 125.0 125.6 125.9 126.2
GDP (trillions)(1)...... (Yen)476.7 (Yen)478.8 (Yen)489.2 (Yen)503.1 (Yen)504.6
GDP per capita
(millions)(1).......... 3.8 3.8 3.9 4.0 4.0
JAPANESE
TELECOMMUNICATIONS
MARKET DATA:
Fixed line:
Total number of
telephone subscriber
lines of NTT
(millions)............. 58.5 59.6 60.8 61.2 60.2
Telephone subscriber
line penetration
rate(%)................ 46.9 47.7 48.4 48.6 47.7
Total ISDN subscribers
of NTT (millions)...... 0.3 0.4 0.6 1.3 2.6
Local market share
(%)(2)................. 98.8 98.7 98.6 97.7 97.1
Long distance market
share (%)(2)........... 70.9 68.7 68.1 64.3 59.4
Cellular:
Total cellular
subscribers in Japan
(millions)............. 2.1 4.3 10.2 20.9 31.5
Cellular penetration
rate (%)............... 1.7 3.5 8.2 16.6 25.0
Cellular subscribers of
NTT DoCoMo and its
subsidiaries
(millions)............. 1.32 2.21 4.94 10.96 17.98
Market share of NTT
DoCoMo and its
subsidiaries (%)(3).... 62.0 50.9 48.4 52.5 57.0
PHS:
Total PHS subscribers in
Japan (millions)....... -- -- 1.5 6.0 6.7
PHS penetration rate
(%).................... -- -- 1.2 4.8 5.3
NTT PHS subscribers
(millions)............. -- -- 0.4 1.9 1.9
Market share of NTT and
its subsidiaries
(%)(3)................. -- -- 26.1 30.7 28.3
TRAFFIC DATA OF NTT AND
ITS SUBSIDIARIES:
Number of calls
(millions):
Fixed line
telephone(4)........... 74,238 77,278 78,201 79,891 73,668
ISDN (voice and
digital)(4)............ 705 1,082 1,662 2,890 5,721
Hours of use (millions):
Fixed line
telephone(4)........... 3,509 3,610 3,535 3,441 3,240
ISDN (voice and
digital)(4)............ 22 34 56 121 290
Cellular................ N/A 61 121 252 448
EMPLOYEES (THOUSANDS):.. 248 235 231 230 226
</TABLE>
- --------
N/A: Not Available.
(1) Based on the 1998 Economic White Paper.
(2) Market share data is based on number of calls.
(3) Market share data is based on number of subscribers.
(4) Based on NTT's end-to-end traffic only.

14
<PAGE>

RECENT DEVELOPMENTS

NTT DOCOMO OFFERING

On October 22, 1998, NTT DoCoMo completed its initial public offering and
listed its stock on the First Section of the Tokyo Stock Exchange. NTT sold
218,000 shares of NTT DoCoMo's common stock, without par value, for total
proceeds of (Yen)826.1 billion and NTT DoCoMo issued 327,000 new shares of
stock for total proceeds of (Yen)1,236.5 billion. As a result of the offering,
NTT's stake in NTT DoCoMo has been reduced from 94.7% to 67.1%. Following
shareholder approval at the next ordinary meeting of shareholders in June 1999,
as well as an approval of the Minister of Posts and Telecommunications, or MPT,
NTT intends to use the proceeds from its sale of NTT DoCoMo shares to
repurchase approximately (Yen)120 billion of NTT's outstanding common stock and
to pay a special dividend of (Yen)5,000 per share to NTT's shareholders of
record on March 31, 1999, and for general corporate purposes. NTT DoCoMo and
its subsidiaries also expect to use the proceeds to repay debt, to fund current
and future capital expenditures and for general corporate purposes.

According to media reports in the spring of 1997, the Fair Trade Commission
has suggested that NTT's dominant position as provider of local telephone
service is an obstacle to fair competition among wireless telecommunications
companies and that NTT's ownership of NTT DoCoMo should be reduced to
substantially less than 50%. In response to the media reports, NTT stated that
its ownership of NTT DoCoMo does not have any adverse effects on fair
competition.

PHS SERVICES

NTT's PHS services are provided by NTT Personal Group. Since October 1997,
the number of NTT Personal Group's PHS customers has steadily fallen. NTT's PHS
services have operated at a loss over the past several years and NTT expects
the PHS services to continue to operate at a loss over the next several years.
As a result, NTT has concluded that it would be difficult to continue PHS
services through NTT Personal Group and decided to transfer its PHS businesses
to NTT DoCoMo and its subsidiaries. NTT expects to complete the transfer on
December 1, 1998 and to liquidate NTT Personal Group following the transfer.
NTT expects that NTT DoCoMo and its subsidiaries can realize synergies through
the combination of its cellular services with the PHS business, including by
utilizing PHS's superior data transmission capability and by integrating PHS
products and services into the existing sales and distribution network of NTT
DoCoMo and its subsidiaries, although there can be no assurance that the PHS
business will not continue to have an adverse effect on the financial results
and operations of NTT and its subsidiaries. Neither the transfer nor the
expected synergies are reflected in the pro forma consolidated financial
statements included herein.

SFAS 71 WRITE-OFF

NTT is discontinuing accounting for all of its operations in accordance with
the provisions of SFAS 71, in its financial statements for the six-month period
ended September 30, 1998. Pursuant to the requirements of SFAS 101, NTT is
recording an extraordinary non-cash charge in its U.S. GAAP financial
statements of approximately (Yen)462 billion, net of taxes in the amount of
(Yen)427 billion, for the six-month period ended September 30, 1998 and is
eliminating approximately (Yen)889 billion of regulatory assets from its
balance sheet as of September 30, 1998.

SPECIAL DIVIDEND AND SHARE REPURCHASE

On October 22, 1998, NTT announced plans to pay a special dividend of
(Yen)5,000 per share to shareholders of record as of March 31, 1999, in
addition to an ordinary dividend of (Yen)2,500 to shareholders of record as of
the same date, and repurchase approximately (Yen)120 billion of outstanding
shares. The payment of dividends and the share repurchase will be made using a
portion of the proceeds from the NTT DoCoMo offering and will take place
following approval at the next ordinary meeting of shareholders in June 1999,
as well as an approval of MPT.

15
<PAGE>

JAPANESE ECONOMY

The sluggish Japanese economy had a negative impact on NTT's fixed-line
telephone traffic in fiscal year 1998. In fiscal year 1998, sluggish economic
conditions contributed to a decrease in NTT end-to-end fixed-line telephone
traffic from 79,891 million calls in fiscal year 1997 to 73,668 million calls
in fiscal year 1998 and 3,441 million hours of use in fiscal year 1997 to 3,240
million hours of use in fiscal year 1998.

Continued sluggishness in the Japanese economy continued to have a negative
impact on the rate of growth in operating revenues for the six-month period
ended September 30, 1998. Although other factors also contributed to the
decrease in the rate of growth of operating revenues, the sluggish Japanese
economy was one factor which contributed to the decline. Operating revenues for
the six-month period ended September 30, 1998 increased to (Yen) million, or
%, from (Yen)4,637,146 million for the six-month period ended September 30,
1997. Operating revenues increased 9.6% for the six-month period ended
September 30, 1997 from (Yen)4,229,929 million for the six-month period ended
September 30, 1996.

16
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

Significant changes in the legislative and regulatory framework for
telecommunications in Japan have occurred since 1985, including the
introduction of telecommunications reform laws aimed at promoting
competition in the telecommunications services market.

In June 1997, the Diet passed amendments to the NTT Law which implement a
plan proposed by MPT, and accepted in principle by NTT, to reorganize NTT.
Following the reorganization, NTT will continue to exist as a holding company.
The principal sources of NTT's cash revenues will be dividends from its
subsidiaries. NTT is also considering the sharing of certain research and
development costs and management costs with its subsidiaries. At this time, the
ultimate effect of the implementation of the amendments to the NTT Law on the
financial position and results of operations of NTT and its subsidiaries cannot
be determined. See "Business--Reorganization."

In order to promote further competition in the telecommunications market, and
as part of the Government's overall policy toward deregulation, the
Telecommunications Business Law--the "Telecom Business Law"--was revised in May
1998. NTT is subject to the special rules applicable under the revised Telecom
Business Law, which became effective on November 1, 1998. It is expected that
until the reorganization, rates for regional telecommunications services
provided by NTT will continue to be subject to MPT approval, while rates for
such services provided by the regional companies after the reorganization will
be subject to a price-cap system. See "Regulatory Developments--Price-Cap
System."

In June 1997, the Diet revised the Telecom Business Law in an attempt to
promote transparent, fair, prompt and reasonable interconnection. The
conditions upon which network access is offered will be of great significance
to the development of the Japanese telecommunications market. The cost of
interconnection to NTT's network is expected to be a significant part of the
operating costs of competing network operators, and, as competition grows,
increasingly important to NTT.

In May 1998, the U.S. Government and the Japanese Government issued a status
report in which the Japanese Government expressed its intent to introduce
"Long-run Incremental Cost Methodology" for the setting of interconnection
charges. At this time, the ultimate results of the introduction of Long-run
Incremental Cost Methodology on the financial position and results of
operations of NTT and its subsidiaries cannot be determined. See "Regulatory
Developments--Interconnection."

SFAS 71 WRITE-OFF

NTT is discontinuing accounting for all of its operations in accordance with
the provisions of SFAS 71, in its financial statements for the six-month period
ended September 30, 1998. Under SFAS 71, NTT had accounted for the effects of
the rate-making process by establishing certain regulatory assets, including
the deferral of certain costs. Pursuant to the requirements of SFAS 101, NTT is
recording an extraordinary non-cash charge in its U.S. GAAP financial
statements of approximately (Yen)462 billion, net of taxes for the six-month
period ended September 30, 1998 and is eliminating approximately (Yen)889
billion of regulatory assets from its balance sheet as of September 30, 1998.

After assessing the recent revision of the Telecom Business Law and proposed
price-cap system, NTT recognizes that it is required under SFAS 101 to change
its accounting for regulated operations. NTT's determination that it is no
longer eligible for the continued application of SFAS 71 is based on the belief
that the convergence of competition, technological change, actual and potential
regulatory and legislative actions, and other factors are creating open and
competitive markets.

17
<PAGE>

NTT DOCOMO OFFERING

On October 22, 1998 NTT DoCoMo completed its initial public offering and
listed its stock on the First Section of the Tokyo Stock Exchange. See "Recent
Developments--NTT DoCoMo Offering." During fiscal year 1999, NTT and its
subsidiaries will recognize gains on the sale and issuance of NTT DoCoMo's
shares of approximately (Yen)781 billion and (Yen)784 billion, respectively.
These non-recurring gains have been excluded from the pro forma unaudited
statement of income included in this prospectus.

YEAR 2000 PROBLEM

NTT and its subsidiaries recognize the potential for the Year 2000 Problem to
disrupt the smooth operation of computer systems. To mitigate such risk, NTT
and its subsidiaries began an in-house investigation in March 1995, and in the
following November established a task force to promote NTT-wide preparations
based on the efficient sharing of related information. NTT and its subsidiaries
are addressing both information technology ("IT") and non-IT systems.

With a number of favorable conditions, such as the ability of its network
infrastructure to handle a four digit century and the conversion of
intracompany support systems to a four digit century as an intercorporate
standard in 1992, management estimates that costs related to the Year 2000
Problem for NTT and its subsidiaries will be approximately (Yen)5.1 billion.
However, this estimate may be revised should problems occur from outside
sources or due to unforeseen circumstances. NTT and its subsidiaries presently
believe that the Year 2000 Problem will not pose significant operational
problems for its systems. However, if the anticipated modifications and
conversions are not completed on a timely basis, or if the systems of other
companies on which the systems and operations of NTT and its subsidiaries rely
are not converted on a timely basis, the Year 2000 Problem could have an
adverse effect on the operations of NTT and its subsidiaries.

To the extent NTT has not already implemented a four digit century on its
computer systems, NTT and its subsidiaries have completed renovation and begun
final testing and validation on the majority of its computer systems. NTT and
its subsidiaries have already completed changes determined to be necessary on a
smaller number of its computer systems, and such systems are currently in use.
At the same time, NTT and its subsidiaries have begun renovation of the
remaining portion of its systems. NTT and its subsidiaries have set a target of
June 1999 for renovation to be completed at its network infrastructure and
intracompany support systems, but no assurance can be given that this schedule
will be met.

NTT and its subsidiaries are taking steps to assess the level of risk by
acquiring information from external vendors to confirm the status of compliance
measures by such vendors for the Year 2000 Problem and performing tests where
necessary. However, given the reliance on third party information and the
difficulty of determining potential errors, no assurance can be given that the
computer systems or operations of NTT and its subsidiaries will not be affected
by mistakes, if any, of third parties or third party failures to complete the
Year 2000 project on a timely basis.

NTT and its subsidiaries recognize the importance or readiness for potential
worst case scenarios. As a result, NTT and its subsidiaries are working to
identify scenarios requiring contingency plans and to develop any necessary
plans.

RESULTS OF OPERATIONS

In fiscal years 1998 and 1997, operating revenues increased 7.1% and 11.5%,
respectively. In fiscal year 1998, growth in cellular telephone services and
digital-related demand, including ISDN services, high-speed digital leased
circuit services and open computer network or OCN services caused by Internet
access, overcame the negative impact of rate reductions for long-distance and
leased circuit services and a reduction in interconnection charges paid by
certain competing Type I Carriers (so called "NCCs"--New Common Carriers) for
network access. In fiscal year 1997, the increase was caused mainly by growth
in revenues from cellular telephone services and digital-related demand.
Operating income increased 13.3% in fiscal year 1998, following an increase of
10.5% in fiscal year 1997. Net income declined 14.7% in fiscal year 1998 and
declined 8.1% in fiscal year 1997.

18
<PAGE>

Because the services of NTT and its subsidiaries are integrated, it is not
practical to segregate and quantify the effects of factors related to sales
volume and factors related to price on operating revenues in a wholly
meaningful fashion. NTT and its subsidiaries have achieved significant cost
reductions since incorporation and have recorded increased revenues despite
substantial rate reductions.

Rate reductions are affecting revenues from the long distance and leased
circuit services of NTT and its subsidiaries. In addition, downward revisions
to interconnection rates charged to NCCs for accessing the network of NTT and
its subsidiaries have had an adverse impact on interconnection revenues.

NTT has implemented the following rate reductions for long distance services
from fiscal year 1994 through fiscal year 1998:

<TABLE>
<CAPTION>
ESTIMATED ANNUAL IMPACT
ON NTT'S REVENUE BASED
ON THE VOLUME OF SERVICES
FISCAL YEAR(1) EFFECTIVE DATE AT THE EFFECTIVE DATE
-------------- -------------- -------------------------
(BILLIONS OF YEN)
<S> <C> <C>
1994................................ October 1993 (Yen)270
1996................................ March 1996 (Yen) 60
1997................................ February 1997 (Yen) 60
1998................................ February 1998 (Yen) 80
</TABLE>
- --------
(1) There were no rate reductions during fiscal year 1995.

As the effective dates have not coincided with the beginning of fiscal years,
the estimated impact does not fully correspond with the impact for the fiscal
years in which the changes went into effect. In addition, demand is affected by
such factors as the marketing strategies of competitors and general economic
conditions.

NTT increased the rate it charges for its directory assistance services in
February 1995 and October 1995. NTT also increased rates for public telephone
call charges in fiscal years 1994 and 1995. These factors had the effect of
increasing revenues approximately (Yen)100 billion per 12-month period. In
February 1995, NTT increased its monthly charge for basic exchange lines. This
factor had the effect of increasing revenues approximately (Yen)190 billion per
12-month period. NTT applied for a further revision of its directory assistance
services charges to MPT in December 1997. This revision was partially
implemented in May 1998 following the approval of MPT and will be further
implemented in May 1999. This revision is expected to have the effect of
increasing NTT's revenues by (Yen)15 billion per 12-month period.

The following table sets forth a breakdown by category of the operating
revenues for NTT and its subsidiaries for fiscal years 1996, 1997 and 1998.

<TABLE>
<CAPTION>
PERCENT INCREASE
YEARS ENDED
YEARS ENDED MARCH 31, MARCH 31,
-------------------------------------- ------------------
1996 1997 1998 1998 1997 1998
---------- ---------- ---------- ----- -------- --------
(BILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues
Telephone............... (Yen)5,558 (Yen)6,038 (Yen)6,306 $46.7 8.6% 4.4%
Telegraph............... 97 99 92 0.7 2.0 (6.6)
Leased circuit.......... 393 429 488 3.6 9.0 13.9
Data communication
facility............... 301 338 373 2.8 12.1 10.3
ISDN.................... 126 190 367 2.7 50.8 93.2
Sale of
telecommunication
equipment.............. 606 890 970 7.2 46.8 9.0
Miscellaneous........... 827 838 854 6.3 1.3 1.9
---------- ---------- ---------- ----- -------- --------
Total................. (Yen)7,908 (Yen)8,822 (Yen)9,450 $70.0 11.5% 7.1%
========== ========== ========== ===== ======== ========
</TABLE>

19
<PAGE>

FISCAL YEAR 1998 COMPARED WITH FISCAL YEAR 1997

OPERATING REVENUES

The operating revenues for NTT and its subsidiaries are divided into the
following six service categories: telephone services, telegraph services,
leased circuit services, data communication facility services, sale of
telecommunication equipment and other services.

NTT and its subsidiaries believe that competition in the telecommunications
markets has moved from being primarily price-based to requiring companies to
promote the quality and variety of services provided. To compete more
effectively, NTT and its subsidiaries have introduced a range of new services,
including discount services designed to provide optional calling plans to
different customer segments and value-added services. In addition, NTT and its
subsidiaries have continued to take steps to enhance operational efficiency and
fulfill customer satisfaction.

TELEPHONE SERVICES

Operating revenues from telephone services increased 4.4% in fiscal year 1998
to (Yen)6,306 billion, or 66.7% of operating revenues. Telephone services
consist of telephone subscriber, cellular telephone, PHS, public telephone and
other services. Growth during fiscal year 1998 was supported by a sharp rise in
cellular telephone subscribers, offsetting a decline in fixed-line telephone
subscribers amid a mature market and a shift to such services as NTT's INS-Net
services.

Telephone Subscriber Services

Owing to an increase in sales of INS-Net services and cellular telephones,
the number of subscriber lines in use decreased 1.04 million from the previous
fiscal year to 60.19 million subscriber lines at fiscal year-end. Although the
fiscal year marked the first time that the total number of subscriber lines at
the end of a fiscal year has decreased from the previous year, management
believes that the majority of lost subscriber lines represent customers
switching from analog subscriber lines to ISDN lines, which are accounted for
under "other services."

In fiscal year 1998, NTT's end-to-end telephone traffic decreased from the
previous year in terms of number of calls as well as hours of use. Management
attributes the decrease in network traffic to declines in telephone subscribers
and the sluggish Japanese economy. The number of calls and hours of use
decreased slightly when combined with ISDN.

In February 1998, NTT reduced the rate for daytime calls over 100 kilometers
from (Yen)110 to (Yen)90 for a three-minute call. This rate reduction had a
negative impact on operating revenues during fiscal year 1998 of approximately
(Yen)80 billion.

NTT applied for a further revision of its directory assistance service
charges to MPT in December 1997. This revision was partially implemented in May
1998 following the approval of MPT and will be further implemented in May 1999.
This revision is expected to have the effect of increasing NTT's revenues by
(Yen)15 billion per 12-month period.

The interconnection of local switches with local and long-distance carriers
began during fiscal year 1996 through NTT's Group Centers (GCs, or local
switching offices), bringing direct competition to the local call market. NTT
responded with two competitive new discounted services, "Area Plus" and "Time
Plus" during fiscal year 1998.

Interconnection charges were reduced further in March 1998 applicable to
calls made from April 1997. The adverse impact on interconnection charge
revenues during fiscal year 1998 was approximately (Yen)62 billion.

20
<PAGE>

Cellular Telephone Services

In fiscal year 1998, the market for cellular telephone services continued to
expand and total cellular telephone subscribers in Japan reached 31.5 million,
recording year-on-year growth of 51.1%. The number of subscribers to NTT DoCoMo
and its subsidiaries reached nearly 18.0 million at March 31, 1998, a 64.1%
increase from the previous fiscal year. In fiscal year 1998, cellular telephone
traffic for NTT DoCoMo and its subsidiaries continued to grow from the previous
year in terms of number of calls as well as hours of use reflecting the
expansion of its market.

PHS Services

Initially, PHS services grew rapidly. In September 1997, the number of
subscribers reached seven million. Since October 1997, however, the number of
customers has steadily fallen. NTT has decided to transfer its PHS businesses
to NTT DoCoMo and its subsidiaries. See "Recent Developments--PHS Services."

TELEGRAPH SERVICES

Operating revenues from telegraph services declined 6.6% in fiscal year 1998
to (Yen)92 billion, accounting for 1.0% of operating revenues. This revenue
category includes both telegram and telex services.

The number of telegrams sent declined 6.6% to 37.6 million telegrams, as
efforts to improve customer service, including the introduction of "D-MAIL," a
telegram service that makes use of the Internet, were unable to offset a
decline of 8.1% in telegrams for weddings and condolences to 33.6 million
telegrams. Kanji telegrams (Chinese character telegrams) accounted for
approximately 90% of all telegrams sent during the term.

In telex services, the number of subscribers continued to decline during the
fiscal year, reflecting the ongoing shift toward the use of facsimile machines,
e-mail and other alternative means of communication.

LEASED CIRCUIT SERVICES

Operating revenues from leased circuit services grew 13.9% in fiscal year
1998 to (Yen)488 billion, accounting for 5.2% of operating revenues. Strong
demand for high-speed digital leased circuit services was driven by the trend
toward rapid, digital telecommunications networks and LAN/WAN construction in
the corporate sector. Sales growth was supported by "Digital Access 64," a low-
cost service with simplified functions, and "Digital Access 128," a new service
launched during the fiscal year.

The number of high-speed digital circuits climbed 57.5% to 169,000. However,
the number of conventional leased circuits decreased 6.7% to 902,000 as
customers switched to high-speed communications services.

In an effort to rebalance its rate structure in its leased circuit services,
NTT implemented tariff revisions for the services. Revisions took effect in
September 1995, April 1996, April 1997 and April 1998. These revisions are
estimated to have the effect of decreasing NTT's revenues by (Yen)42 billion
per 12-month period.

DATA COMMUNICATION FACILITY SERVICES

Operating revenues from data communication facility services rose 10.3% in
fiscal 1998 to (Yen)373 billion, or 3.9% of operating revenues. During the
fiscal year, corporations, national and local governments, and financial
institutions continued to increase steadily their use of data communications
services. In addition to growing revenues from previously established systems,
services launched during the second-half of fiscal year 1997 and the beginning
of fiscal year 1998 contributed to revenue growth. NTT and its subsidiaries
also prioritized the marketing of such services as "STAR-ACE," a multi-shared
banking system for regional financial institutions and "SCAW Design Series,"
which handles core fields of corporate operations such as finance and
production, as important strategic products.

21
<PAGE>

INTEGRATED SERVICES DIGITAL NETWORK (ISDN)

Operating revenues from ISDN increased 93.2% in fiscal year 1998 to (Yen)367
billion, or 3.9% of operating revenues. Growth in ISDN services was driven by
strong demand in the corporate sector and the growing penetration of Internet
services in the home. NTT's ISDN services comprise INS-Net 64 and INS-Net 1500.

In July 1997, NTT launched "INS-Net 64 Light" which makes ISDN more
accessible to consumers by allowing installation expenses to be included in
monthly charges, eliminating up-front financial outlays. "Phoenix mini,"
another new service, leverages the benefits of INS-Net to offer low-cost video
telephone services affordable to general consumers.

As a result of the above factors, the number of INS-Net 64 subscribers
climbed 120.4% to 2.29 million, and the number of INS-Net 1500 subscribers rose
55.9% to approximately 33,600. ISDN traffic also recorded strong growth. Robust
growth in the number of ISDN circuits, combined with higher basic service
charges, offset declines in conventional telephone service revenues.

SALE OF TELECOMMUNICATION EQUIPMENT

Operating revenues from the sale of telecommunication equipment increased
9.0% in fiscal year 1998 to (Yen)970 billion, which was 10.3% of operating
revenues. Sales of stand-alone telephones and other products to consumers were
sluggish, and sales of PHS terminals declined 8.5% as a result of competition
from cellular telephones. However, sales of equipment to support LAN and ISDN
services were strong, and sales of cellular telephone terminals rose 12.4%,
reflecting robust subscriber growth and the introduction of attractive new
models.

OTHER SERVICES

Operating revenues from other services (miscellaneous) increased 1.9% in
fiscal year 1998 to (Yen)854 billion, or 9.0% of operating revenues. Other
services provided by NTT and its subsidiaries include digital data exchange,
facsimile network (F-Net), pocket pager, Open Computer Network (OCN) services
and system development services.

OCN

Amid dramatic growth in computer communications such as the Internet and
connections between corporate LANs, the number of NTT's OCN subscribers
increased to 158,700 at fiscal year-end. During fiscal year 1998, NTT added
service menus to fulfill customers' diversifying requirements, such as "OCN
Standard" and "OCN Enterprise," new dedicated access services, and "OCN Dial
Access Light," a dial-up access with a new rate plan. NTT also expanded service
areas in accordance with demand and provided a greater range of value-added
services.

OPERATING EXPENSES

Operating expenses increased 6.5% in fiscal year 1998 to (Yen)8,578 billion.
Personnel expenses were (Yen)2,346 billion, an increase of 3.5%. Although the
total number of employees at the end of fiscal year 1998 was 226,000, a decline
of 4,000 compared with the end of fiscal year 1997, an increase in employees'
salaries and severance-related expenses led to higher personnel expenses.

Depreciation, amortization and maintenance costs increased (Yen)186 billion
to (Yen)3,185 billion. Depreciation recorded by NTT declined, despite increases
in depreciable assets related to digitizing NTT's network and investment in
facilities for providing ISDN services, as a result of lower depreciation of
metal cables following progress in converting to an optical access network.
However, increases in depreciation at NTT DoCoMo and its subsidiaries,
reflecting aggressive capital investment to meet strong demand, exceeded
declines at NTT.

Other operating expenses increased (Yen)260 billion to (Yen)3,047 billion,
due to such factors as growth in agency commissions and expenses for terminal
equipment as a result of high subscriber growth at NTT DoCoMo and its
subsidiaries.

As a result of the above factors, operating income increased (Yen)103
billion, or 13.3%, to (Yen)872 billion.

22
<PAGE>

NET INCOME

Income tax increased as a result of the establishment of a valuation
allowance related to deferred tax assets. Management took this step in
recognition that the operating loss carryforwards for tax purposes of NTT
Personal Group would not likely be realized given continued losses associated
with PHS businesses. This and other factors offset growth in operating income.
Consequently, net income fell 14.7% to (Yen)214.5 billion.

FISCAL YEAR 1997 COMPARED WITH FISCAL YEAR 1996

OPERATING REVENUES

TELEPHONE SERVICES

Operating revenues from telephone services increased 8.6% in fiscal year 1997
to (Yen)6,038 billion, accounting for 68.4% of operating revenues. Operating
revenues from cellular telephone services continued to record strong growth.
The number of cellular telephone subscribers as of fiscal year-end grew 122.0%
to approximately 11.0 million. Growth in cellular telephone service revenues on
NTT and its subsidiaries' network offset the adverse impact of the following
rate reductions. The rates on long distance, daytime calls over 160 kilometers
were reduced from (Yen)180 to (Yen)140 per three-minute call in March 1996 and
daytime calls over 100 kilometers were reduced from (Yen)140 to (Yen)110 in
February 1997. These reductions had an adverse impact on operating revenues of
approximately (Yen)120 billion. Interconnection charges were reduced, effective
April 1996 for long distance and PHS, NCCs and effective December 1996 for
cellular NCCs. In fiscal year 1997, the adverse impact on access revenues,
which NTT receives from long distance, cellular, PHS, international and local
NCCs, was approximately (Yen)101 billion.

TELEGRAPH SERVICES

Operating revenues from telegraph services grew 2.0% in fiscal year 1997 to
(Yen)99 billion, or 1.1% of operating revenues. Although the number of
telegrams sent declined 2.9% to 40,198 thousand telegrams, growth in such value
added services as kanji telegrams (Chinese character telegrams) resulted in an
increase in the average price per telegram sent. Kanji telegrams accounted for
approximately 91% of all telegrams sent during the term.

LEASED CIRCUIT SERVICES

Operating revenues from leased circuit services in fiscal year 1997 were
(Yen)429 billion, accounting for 4.9% of operating revenues. These revenues
increased 9.0% as compared with fiscal 1996, despite a rate reduction in
September 1995, which had an adverse impact of approximately (Yen)15 billion in
fiscal year 1997. The number of high-speed digital circuits grew 87.5% to
107,000 at the end of fiscal year 1997, and the number of conventional leased
circuits decreased 3.4% to 967,000.

DATA COMMUNICATION FACILITY SERVICES

Operating revenues from data communication facility services increased 12.1%
in fiscal year 1997 to (Yen)338 billion, accounting for 3.8% of operating
revenues. Strong demand was recorded from national and local governments and
financial institutions. Growth in operating revenues from data communication
facility services was also due in part to positive result from NTT DATA's
aggressive marketing of the strategically important product "STAR-ACE," a
shared system for regional banks.

INTEGRATED SERVICES DIGITAL NETWORK (ISDN)

Operating revenues from ISDN increased 50.8% in fiscal year 1997 to (Yen)190
billion, accounting for 2.2% of operating revenues.

The number of INS-Net 64 (64 kilobits per second) lines at the end of the
fiscal year was 1,037,000, an increase of 103.3% from a year earlier, and the
number of INS-Net 1500 lines grew 111.2% to 22,000 lines.

23
<PAGE>

SALE OF TELECOMMUNICATION EQUIPMENT

Operating revenues from sale of telecommunication equipment grew 46.8% in
fiscal year 1997 to (Yen)890 billion, or 10.1% of operating revenues. Growth
was supported primarily by the sale of cellular telephone equipment and
telephone systems for corporate use.

OTHER SERVICES

Operating revenues from other services (miscellaneous) rose 1.3% in fiscal
year 1997 to (Yen)838 billion, accounting for 9.5% of operating revenues.

OPERATING EXPENSES

Operating expenses increased 11.6% during fiscal year 1997 to (Yen)8,052
billion. Personnel costs were (Yen)2,267 billion, a decrease of 0.8% from
fiscal year 1996. The total number of employees at the end of fiscal year 1997
was 230,000, compared with 231,000 a year earlier. This decrease offset an
average 2.8% increase in employee salaries. The number of employees of NTT at
the end of fiscal year 1997 was 182,000, accounting for 79.1% of the total
workforce of 230,000. Since its privatization in 1985, NTT has striven to
increase its operational efficiency through such efforts as rationalizing
companywide business processes and eliminating sales offices. NTT has also been
restructured by reallocating human resources, scaling back hiring, and offering
voluntary retirement plans. As a result of these efforts, personnel reductions
of 3,000 NTT employees were achieved in fiscal year 1997.

Depreciation, amortization and maintenance costs increased 6.7% in fiscal
year 1997 to (Yen)2,999 billion. Of this amount, depreciation and amortization
was (Yen)2,093 billion, an increase of 9.6%. This increase reflected higher
investments made in recent periods to convert to optical access networks, for
ISDN circuits and for cellular telephone services. Maintenance costs in fiscal
year 1997 were (Yen)578 billion, an increase of 1.8%. Other operating expenses
for fiscal year 1997 were (Yen)2,787 billion, an increase of 31.6%. Expenses
related to the disposal of fixed assets were (Yen)327 billion, a decrease of
1.4%, and research and development expenses amounted (Yen)329 billion, an
increase of 3.3%.

As a result of the above factors, operating income increased 10.5% to
(Yen)769 billion.

NET INCOME

Other expenses grew 72.0% in fiscal year 1997 to (Yen)260 billion. Interest
and amortization of bond discounts and issue costs totaled (Yen)254 billion, a
decrease of 5.3%. Income before income taxes was (Yen)510 billion, a decrease
of 6.5%, and net income was (Yen)251 billion, a decrease of 8.1%.

LIQUIDITY AND CAPITAL RESOURCES

FISCAL YEAR 1998 COMPARED WITH FISCAL YEAR 1997

FINANCING

Net cash provided by operating activities was (Yen)2,731 billion in fiscal
year 1998, compared with (Yen)2,651 billion in fiscal year 1997. Net cash
provided by operating activities during fiscal year 1998 was not sufficient to
make payments for property, plant and equipment and dividends. The shortfall
was made up for by raising long-term debt. Net cash used in investing
activities was (Yen)2,909 billion, an increase of (Yen)47 billion from fiscal
year 1997.

The high level of capital investment in fiscal year 1998 was used to
strengthen multimedia services capacity and enhance the quality of telephone
and non-telephone services, mainly through the installation of digital
switching exchanges and equipment and facilities necessary to establish a
nationwide fiber-optic network. On December 17, 1997, NTT's domestic
telecommunications network was completely digitized.

24
<PAGE>

NTT and its subsidiaries expect to continue the current level of capital
investment in fiscal year 1999 and in subsequent fiscal years, because they
expect to generate sufficient cash from operating activities. This investment
will be used for the modernization of the Japanese telecommunications network
and the capital investment requirements of NTT's subsidiaries.

Net cash provided by financing activities for fiscal year 1998 was (Yen)270
billion, compared with (Yen)393 billion in fiscal year 1997. NTT has
established a corporate goal of controlling outstanding debt and realizing more
efficient sources of funds from both domestic and overseas markets.

Proceeds from the issuance of long-term debt in fiscal year 1998 was
(Yen)1,048 billion, compared with (Yen)1,137 billion in fiscal year 1997. This
debt included bond offerings in Japanese yen and U.S. dollars. For a further
description of NTT's debt, see Note 9 of the Notes to Consolidated Financial
Statements.

CAPITAL RESOURCES

As of March 31, 1998, NTT and its subsidiaries had cash and cash equivalents
(investments with principal maturities of less than three months) of (Yen)913
billion, compared with (Yen)821 billion at March 31, 1997. Cash equivalents
represent a temporary cash surplus to repay debts and for working capital and
capital investments. Accordingly, the balance of cash equivalents will
fluctuate year-by-year depending on particular funding and working capital
requirements. The ratio of interest bearing debt (short-term borrowings and
long-term debt) to shareholders' equity increased to 110.9% at March 31, 1998,
compared with 104.8% at March 31, 1997.

CAPITAL INVESTMENTS

Capital investments for property, plant and equipment and intangible assets,
computed on the basis of all cash investments and other considerations, during
fiscal year 1998 were (Yen)2,962 billion, compared with (Yen)3,078 billion in
fiscal year 1997.

To meet more sophisticated, diverse and global needs of customers, the
majority of such investments were made to increase digitization, including the
installation of digital exchanges and optical fiber cables. Other areas of
investment included the promotion of research and development and the renewal
and improvement of existing facilities, such as telephone subscriber lines,
public telephones that use magnetic cards and leased circuit lines.

As of March 31, 1998, NTT and its subsidiaries had outstanding commitments
for the purchase of property, plant, equipment and other assets of
approximately (Yen)501 billion (US$3,708 million). Such expenditures are to be
made generally for the purpose of capital investment during fiscal year 1999.
NTT and its subsidiaries expect to obtain the funds needed for such commitments
through net cash provided by operating activities.

FISCAL YEAR 1997 COMPARED WITH FISCAL YEAR 1996

FINANCING

Net cash provided by operating activities was (Yen)2,651 billion in fiscal
year 1997, compared with (Yen)2,307 billion in fiscal year 1996, an increase of
14.9%. Net cash provided by operating activities during fiscal year 1997 was
adequate to make payments for property, plant and equipment and dividends.
Surplus cash from operating activities and additional cash provided by the
issuance of long-term debt was used to invest in affiliates, acquire intangible
fixed assets and repay interest-bearing debt. Net cash used in investing
activities was (Yen)2,861 billion, an increase of (Yen)575 billion from fiscal
year 1996.

The high level of capital investment was aimed at enhancing the quality of
telephone and non-telephone services, primarily through the installation of
digital switching exchanges, digital transmission lines, including fiber-optic
cables to private homes, and other equipment necessary to establish a
nationwide fiber-optic network.

25
<PAGE>

Net cash provided by financing activities for fiscal year 1997 was (Yen)393
billion, compared with (Yen)36 billion in fiscal year 1996.

Since its privatization, NTT has made efforts, as an issuer, to improve the
efficiency of the bond market. As part of those efforts, NTT introduced the
fixed price re-offer method to the market in fiscal year 1992. NTT continues to
make efforts to improve the Japanese bond market and further reduce its
issuance costs.

In fiscal year 1997, long-term debt raised was (Yen)1,137 billion, compared
with (Yen)898 billion in fiscal year 1996. This debt included bond offerings in
Japanese yen, U.S. dollars and other currencies.

CAPITAL RESOURCES

As of March 31, 1997, NTT and its subsidiaries had cash and cash equivalents
(investments with principal maturities of less than three months) of (Yen)821
billion, compared with (Yen)639 billion at March 31, 1996. The ratio of
interest-bearing debt (short-term borrowings and long-term debt) to
shareholders' equity increased to 104.8% at March 31, 1997, compared with 96.0%
at March 31, 1996.

CAPITAL INVESTMENTS

Capital investments for property, plant and equipment and intangible assets,
computed on the basis of all cash investments and other considerations, during
fiscal year 1997 were (Yen)3,078 billion, compared with (Yen)2,714 billion in
fiscal 1996.

To meet the more sophisticated, diverse and global needs of customers, the
majority of such investments were made to increase digitization, including the
installation of digital exchanges and fiber-optic cables, and to improve the
systematization for rationalizing NTT and its subsidiaries' business aimed at
reducing labor costs and increasing efficiency. Other areas of investment
included the necessary infrastructure for cellular and PHS services, the
promotion of research and development, and the renewal and improvement of
existing facilities, such as telephone subscriber lines, public telephones that
use magnetic cards and leased circuit lines.

As of March 31, 1997, NTT and its subsidiaries had outstanding commitments
for the purchase of property, plant, equipment and other assets of
approximately (Yen)451 billion.

26
<PAGE>

BUSINESS

NTT, together with its subsidiaries, is the largest provider of
telecommunications services in Japan. The nationwide telecommunications
services it provides fall into six major classes: telephone services, telegraph
services, leased circuit services, data communication facility services, sale
of telecommunication equipment and other services. Revenues from each of these
classes over the last three years are as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED MARCH 31,
----------------------------------------------------
1996 1997 1998
---------------- ---------------- ----------------
(BILLIONS OF YEN)
<S> <C> <C> <C> <C> <C> <C>
Telephone services...... (Yen)5,558 70.3% (Yen)6,038 68.4% (Yen)6,306 66.7%
Telegraph services...... 97 1.2 99 1.1 92 1.0
Leased circuit servic-
es..................... 393 5.0 429 4.9 488 5.2
Data communication fa-
cility................. 301 3.8 338 3.8 373 3.9
ISDN.................... 126 1.6 190 2.2 367 3.9
Sale of telecommunica-
tion equipment......... 606 7.7 890 10.1 970 10.3
Other services.......... 827 10.4 838 9.5 854 9.0
---------- ----- ---------- ----- ---------- -----
Operating revenues...... (Yen)7,908 100.0% (Yen)8,822 100.0% (Yen)9,450 100.0%
========== ===== ========== ===== ========== =====
</TABLE>

NTT and its subsidiaries have experienced compound annual growth in operating
revenues of 10.3% during the last three fiscal years. For the fiscal year ended
March 31, 1998, NTT and its subsidiaries reported operating revenues of
(Yen)9,450 billion ($70,000 million), operating income of (Yen)872 billion
($6,460 million) and net income of (Yen)214 billion ($1,589 million).

NTT was established under the Nippon Telegraph and Telephone Corporation Law,
or NTT Law, and is responsible for providing nationwide telephone services and
for promoting research in telecommunications technologies and disseminating the
results of such research. NTT is subject to regulation of certain aspects of
its management under the NTT Law. NTT, together with other Type I Carriers
(defined as companies which provide telecommunications services through their
own network facilities), is regulated by MPT under the Telecom Business Law.

COMPETITIVE STRENGHTS

NTT believes that the following are its principal competitive strengths:

DOMINANT MARKET POSITION

NTT, together with its subsidiaries, is the dominant telecommunication
services provider in each of its principal domestic telecommunication services
markets: local, long-distance and wireless services. NTT's position in each of
these markets provides it with strong cash flow and a stable earnings base.
NTT's position in the local market allows it to collect access charge revenues
from other telecommunications operators which provide domestic long distance,
wireless and international telecommunications services.

LEADER IN MULTIMEDIA RELATED TECHNOLOGY AND OPTICAL FIBER

NTT, together with its subsidiaries, has recently invested heavily in
upgrading and modernizing its fixed-line and wireless networks. As a result,
the digitization of NTT's fixed-line telephone networks was completed in
December 1997. NTT's modern digital networks allow it to provide high-speed
data transmission and other services necessary to the development of
multimedia-related services such as Internet services, information

27
<PAGE>

services and electronic commerce. NTT believes that with the introduction of
leading-edge optical fiber technology, NTT will continue to be in a position to
provide multimedia-related services to customers in a highly efficient and
cost-effective manner.

LARGEST BENEFICIARY OF INCREASING DEMAND FOR MULTIMEDIA

NTT, together with its subsidiaries, has experienced strong growth in
multimedia-related sales. With the rapidly expanding demand for Internet and
data-communication related services, NTT expects that multimedia sales will
become an increasingly important part of its business. NTT believes that its
modern networks and its investment in research and development have positioned
it to exploit opportunities for growth in this market, including through the
provision of services such as video conferencing, full motion video and mobile
computing.

CORE PERFORMING ASSETS--NTT DOCOMO AND NTT DATA

NTT DoCoMo, together with its subsidiaries, is the largest cellular services
provider in the world, with approximately 20.8 million subscribers and a market
share of approximately 57% in Japan, as of September 30, 1998. Japan is the
second largest cellular market in the world in terms of subscribers. During
fiscal year 1998, total cellular subscribers increased approximately 50.7% to
31.5 million as of March 31, 1998. The subscriber base and revenues of NTT
DoCoMo and its subsidiaries are expected to continue to grow in the near-to-
medium term, although it is not likely that they will continue to grow at
historical rates. NTT DoCoMo is also one of the world's leading companies in
the development of a third generation wireless technology known as W-CDMA,
which should allow the provision of a full range of sophisticated new services,
including full-motion wireless video and other mobile multimedia services such
as mobile computing, to NTT DoCoMo's subscribers.

NTT DATA is the leading provider of information systems and computer
networking in Japan. NTT DATA provides strategic planning, systems planning,
systems design and installation and systems maintenance and facilities
management to a wide range of governmental, financial and industrial clients.
NTT expects that NTT DATA will continue to grow as the government agencies,
financial institutions and leading corporations with which NTT DATA has strong
relationships continue to invest in information technology.

STRONG CONSOLIDATED FINANCIAL PERFORMANCE

NTT, together with its subsidiaries, has shown strong and stable growth in
consolidated operating revenue for the past five years with revenue of
(Yen)9.45 trillion for the fiscal year ended March 31, 1998. For the same
fiscal year, NTT's consolidated operating income was (Yen)872 billion and
Adjusted EBITDA was (Yen)3.32
trillion. Operating expense as a percentage of operating revenue has dropped by
3.4% over the last five fiscal years as a result of NTT's cost control
strategy.

STRATEGY

NTT's goal is to develop from a domestic provider of conventional
telecommunications services to an international provider of comprehensive
information and communications services. NTT expects that as communications
technology develops, communications service providers will be able to transmit
digitized information in a more efficient and cost-effective manner through
sophisticated optical fiber networks. As a result, NTT expects that there will
be increased demand for networks that provide value-added services, such as
Internet services and mobile computing. NTT also expects that there will be
increasing demand for platforms used on these networks, including electronic
commerce and Internet navigation, and information content carried through these
networks, including music, books and other media. NTT intends to take advantage
of these expected trends by expanding its business to include the construction
of value-added networks and the development of related platforms and content.
In connection with its goal of becoming an international information and
communications service provider, NTT also intends to bring its business
management practices, including competition strategy, research and development
strategy and financial management, in line with international management
standards.

28
<PAGE>

NTT's business strategy focuses on strengthening the competitiveness of its
core business, developing its multimedia-related business and expanding its
international business.

STRENGTHEN COMPETITIVENESS OF CORE BUSINESS

NTT, together with its subsidiaries, plan to strengthen its competitiveness
in the local, long distance and wireless communications businesses by:

. Adopting a flexible and effective pricing strategy corresponding to
competitive conditions in the local and long distance markets

. Satisfying its customers' demands by promoting a shift from conventional
fixed lines to ISDN, a digital public telecommunications network through
which multiple services, such as voice, data, images and video, can be
provided to customers

. Promoting more profitable value-added services such as toll free
dialing, number display and voice-mail, which will result in added
convenience to customers

. Controlling operating costs, including reducing the total number of
employees through natural attrition at the local service business

. Shifting capital investment strategy from investment in infrastructure
to investment in demand-oriented customer service for fixed line
businesses

. Diversifying services and tariff structures for wireless communication
businesses

. Promoting to customers the strengths of the nationwide, high quality
digital wireless communication networks and further improving network
quality and efficiency

IMPROVE EFFICIENCY

NTT plans to improve efficiency by:

. Reducing high personnel costs associated with the current size and age
structure of its workforce through natural attrition, thus raising
operating revenue per employee and reducing personnel cost margin as a
percentage of operating revenue

. Focusing capital expenditures on demand-oriented customer services
instead of on infrastructure expansion to simplify network
infrastructure

. Reducing consolidated capital expenditure after completing the
digitization of its fixed-line network

PROMOTE DEVELOPMENT OF MULTIMEDIA BUSINESS

NTT plans to promote the development of multimedia-related businesses by:

. Expanding into new areas in the multimedia business, such as
constructing value-added networks and developing related platforms and
content

. Using cost-effective technology to deploy optical fiber to telephone
poles near end-user's homes to provide multimedia-related services to
end-users in an efficient and cost-effective manner

. Promoting mobile computing using W-CDMA technology to provide customers
with increasingly sophisticated cellular services and full-scale mobile
multimedia services

. Promoting digital services which utilize NTT's digital switching network
and its subsidiaries' digital networks to improve transmission of data
to customers

. Taking advantage of synergies between group companies, including NTT
DoCoMo and NTT DATA

. Continuing comprehensive research and development activities

29
<PAGE>

INCREASE COMMITMENT TO INTERNATIONAL BUSINESS

NTT plans to continue to expand its international businesses by:

. Participating in a comprehensive range of international
telecommunications services for multinational corporations under the
brand name "Arcstar"

. Investing in telecommunications carriers overseas, principally in Asia

. Establishing a leadership position in the development of W-CDMA
technology, which will enable the provision of international roaming
services and other mobile multimedia services to NTT DoCoMo's cellular
subscribers

PRINCIPAL BUSINESS ACTIVITIES

The following table sets forth certain information concerning the principal
facilities and operations of NTT and its subsidiaries as of the dates
indicated.

<TABLE>
<CAPTION>
FOR THE YEARS ENDED MARCH 31,
---------------------------------------
1994 1995 1996 1997 1998
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Telephone services:
- -------------------
Telephone subscriber lines
(thousands).......................... 58,459 59,583 60,774 61,223 60,186
Cellular telephone subscribers
(thousands).......................... 1,322 2,206 4,936 10,960 17,984
PHS subscribers (thousands)........... -- -- 393 1,853 1,905
Public telephones (thousands)......... 820 801 799 794 777
Telegraph services:
- -------------------
Telegrams (thousands)................. 44,997 43,288 41,385 40,198 37,564
Telex subscribers (thousands)......... 20 18 15 12 10
Leased circuit services:
- ------------------------
Conventional circuits (thousands)..... 1,018 1,025 1,001 967 902
High-speed digital circuits
(thousands).......................... 20 31 57 107 169
Integrated Services Digital Network
(ISDN) services:
- -----------------------------------
ISDN subscribers:
INS-Net 64 (thousands).............. 235 337 510 1,037 2,286
INS-Net 1500 (thousands)............ 5 6 10 22 34
Other services:
- ---------------
Open Computer Network (OCN) services
(thousands).......................... -- -- -- 1 159
Digital data exchange (DDX) services:
Digital Data Exchange-Packet (DDX-
P)................................. 39,439 36,740 33,424 31,821 30,625
Digital Data Exchange-Telephone
Packet (DDX-TP).................... 370,833 410,739 432,457 444,788 446,522
Frame Relay (Super Relay FR)........ -- 28 565 3,942 15,701
Pocket pager subscribers (thousands).. 4,948 5,355 6,328 5,836 3,908
Facsimile network subscribers
(thousands).......................... 601 678 812 1,015 1,128
Employees (thousands)................. 248 235 231 230 226
</TABLE>

Telephone Services

NTT, together with its subsidiaries, is currently the largest provider of
telecommunications services in Japan. Revenues from telephone services were
66.7% of operating revenues in fiscal year 1998. Telephone services consist of
telephone subscriber, cellular telephone, PHS, public telephone and other
services.

Telephone Subscriber Services

Telephone subscriber service is NTT's principal business activity and NTT is
the principal provider of fixed-line telephone subscriber service in Japan.
NTT currently faces significant competition in the long distance market from
each of Japan Telecom, DDI Corporation, Teleway, TTNet and KDD. Owing to an
increase in sales of INS-Net services, the number of telephone subscriber
lines in use decreased 1.04 million from the end of fiscal year 1997 to 60.19
million subscriber lines at the end of fiscal year 1998.

30
<PAGE>

NTT believes that Japanese fixed-line penetration and utilization are low
when compared with the United States and other developed countries. NTT and its
subsidiaries are constantly trying to promote greater utilization of telephones
through marketing and through the promotion of telephone subscriber services
such as toll free dialing, caller I.D. and voice mail and other network
services. NTT also researches and develops new services that it believes will
satisfy customer needs.

The following table sets forth NTT's end to end traffic for fixed telephone
and ISDN services:

<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
-----------------------
NUMBER OF CALLS 1996 1997 1998
--------------- ------- ------- -------
(MILLION CALLS)
<S> <C> <C> <C>
Fixed line telephone................................. 78,201 79,891 73,668
ISDN (Voice mode).................................... 904 1,613 3,569
ISDN (Digital mode).................................. 758 1,277 2,152
------- ------- -------
Fixed line telephone and ISDN total.................. 79,864 82,781 79,389
======= ======= =======
<CAPTION>
YEARS ENDED MARCH 31,
-----------------------
HOURS OF USE 1996 1997 1998
------------ ------- ------- -------
(MILLION HOURS)
<S> <C> <C> <C>
Fixed line telephone................................. 3,535 3,441 3,240
ISDN (Voice mode).................................... 29 56 122
ISDN (Digital mode).................................. 27 65 168
------- ------- -------
Fixed line telephone and ISDN total.................. 3,591 3,562 3,531
======= ======= =======
</TABLE>

Cellular Telephone Services

NTT's cellular telecommunications and paging businesses are conducted
throughout Japan by NTT's 67.1% owned subsidiary, NTT Mobile Communications
Network, Inc., or NTT DoCoMo, and its eight regional subsidiaries. NTT DoCoMo
and its subsidiaries are Japan's leading mobile telecommunications services
providers and are the largest cellular operators in the world as measured by
total number of cellular subscribers. The market for cellular telephone
services continued to expand, and total cellular telephone subscribers in Japan
reached 31.5 million in fiscal year 1998. The number of subscribers was
approximately 20.8 million at September 30, 1998.

The following table sets forth information regarding subscribers and market
share of NTT DoCoMo and its subsidiaries:

<TABLE>
<CAPTION>
AS OF MARCH 31,
-----------------------------------
1994 1995 1996 1997 1998
----- ----- ----- ------ ------
<S> <C> <C> <C> <C> <C>
Cellular telephone subscribers
(thousands)............................. 1,322 2,206 4,936 10,960 17,984
Cellular subscribers on digital service
(thousands)............................. 6 380 2,556 9,445 17,706
Market share............................. 62.0% 50.9% 48.4% 52.5% 57.0%
</TABLE>

The following table sets forth information regarding NTT DoCoMo's cellular
telephone traffic:

<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
-------------------------
1996 1997 1998
------- ------- -------
<S> <C> <C> <C>
Hours of use (millions).............................. 121 252 448
</TABLE>

PHS Services

PHS is a wireless telecommunication technology similar to cellular which uses
base stations which are smaller and easier to install than those used for
cellular services. In addition, when first introduced PHS service offered lower
tariffs, smaller and lighter handsets and longer battery life and higher data
transmission speeds than conventional cellular phones. However, as cellular
operators have regularly reduced rates and as cellular handsets have continued
to decrease in size and weight, the price and size advantages of PHS have grown
less significant.

31
<PAGE>

Compared to traditional cellular services, PHS services are difficult to use
while mobile, have smaller coverage areas due to lower transmission power, have
limited network coverage and have higher dropped call rates.

NTT's PHS services are provided by NTT Personal Group, which consists of NTT
Central Personal Communications Network Inc. and eight other subsidiaries.
Since October 1997, the number of NTT Personal Group's PHS customers has
steadily fallen. NTT has decided to transfer its PHS businesses to NTT DoCoMo
and its subsidiaries. See "Recent Developments--PHS Services."

The following table sets forth information regarding NTT Personal Group's
subscribers and its market share:
<TABLE>
<CAPTION>
AS OF MARCH 31,
------------------
1996 1997 1998
---- ----- -----
<S> <C> <C> <C>
PHS subscribers (thousands)............................... 393 1,853 1,905
Market share.............................................. 26.1% 30.7% 28.3%
</TABLE>

Telegraph Services

Under the Telecom Business Law, NTT has sole responsibility for domestic
telegram services. In telegram services, NTT has introduced new services, such
as "D-MAIL," a telegram service that makes use of the Internet. However, such
new services have not offset declines in the use of telegrams. In telex
services, the number of subscribers continued to decline during the fiscal
year, reflecting the ongoing shift toward the use of facsimile machines, e-mail
and other alternative means of communication.

Leased Circuit Services

NTT provides customized telephone and data transmission services to major
corporate customers that include high speed circuits that are modified to meet
the specific needs of the customer. As a result of the increase in corporate
use of information systems, sales of high-speed data transmission services,
especially economical 64-kilobit-per-second lines, have been strong.

Data Communication Facility Services

NTT, through its subsidiary NTT DATA, develops data communications systems
through the integration of computer hardware and software with
telecommunications networks. Data communications systems include: data
communications systems for individual clients, network data communications
systems to which multiple clients subscribe and ready-made or "packaged" data
communications systems used by many clients. NTT DATA has developed a broad-
based clientele in three sectors: the public administration sector, the
financial sector and the industrial sector.

Other Services

Other services provided by NTT and its subsidiaries include:

.Integrated Services Digital Network (ISDN) services, which facilitate hi-
speed access to the Internet;

.digital data exchange services, providing reliable, high quality data
transmission networks;

.facsimile network services (F-Net);

.pocket pager services;

.system development services, which provide for the development, delivery
and sale of packaged data communications systems; and

.Open Computer Network (OCN) services.

.OCN services help computers communicate where there is no need for a
real-time response.

.Charges for OCN services are calculated based on flat rates and do not
depend on distance or duration of communications and therefore OCN
services provide customers with inexpensive connections to the
Internet and other networks.

32
<PAGE>

MULTIMEDIA

NTT and its subsidiaries have experienced strong growth in multimedia-related
revenues. NTT's multimedia business consists primarily of providing multimedia
telecommunications services, such as video conferencing, full motion video and
mobile computing.

The following table sets forth NTT's digital related service revenue:

<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,
--------------------------
1996 1997 1998
-------- -------- --------
(BILLIONS OF YEN)
<S> <C> <C> <C>
OCN.............................................. (Yen) -- (Yen) 0 (Yen) 6
Digital data exchange............................ 42 44 54
High-speed digital circuit....................... 89 128 192
ISDN............................................. 127 190 368
-------- -------- --------
Total.......................................... (Yen)258 (Yen)362 (Yen)620
======== ======== ========
</TABLE>

As part of its multimedia growth strategy, NTT completed the upgrade of its
network to digital technology in December 1997. The digital network of NTT
allows it to offer multimedia-related services such as ISDN, high-speed data
transmission services and frame-relay and cell-relay services.

NTT believes that deployment of fiber optic cables is important for the
future provision of multimedia-related services due to fiber optic cable's
superior data transmission capabilities. NTT plans to provide coverage of fiber
optic cables in the access network for approximately 100% of business areas by
2000 followed by a goal of 100% nationwide by 2010. NTT has recently developed
technology to reduce significantly the cost of installing fiber optic cables to
telephone poles nearby end users.

NTT believes that the deployment of fiber optic cables will allow it to offer
increasingly sophisticated services to its customers, though there are no
assurances as to the extent of demand for such services.

NTT believes that its modern networks and its investment in research and
development have positioned it to exploit opportunities for growth in the
multimedia market.

REORGANIZATION

In June 1997, the Diet passed amendments to the NTT Law implementing a plan
proposed by MPT, and accepted in principle by NTT, to reorganize NTT prior to
December 20, 1999. Under the amendments, NTT will become a holding company with
its regional and long distance businesses reorganized into three newly
established wholly-owned subsidiaries consisting of NTT East, NTT West and a
long distance telecommunications company. The amendments also allow NTT to
enter the international telecommunications business through subsidiaries prior
to the reorganization with approval of MPT. NTT began offering international
telecommunications services through a subsidiary on September 1, 1997. NTT's
international services are currently offered primarily through two
subsidiaries, NTT Worldwide Telecommunications Corporation, or NTT-WT and NTT
Worldwide Network Corporation, or NTT-WN.

On December 4, 1997, pursuant to the amendments to the NTT Law, the Ministry
of Posts and Telecommunications announced the Basic Principles for the
reorganization. These Basic Principles set forth, among other things, certain
operational restrictions and requirements with which NTT will have to comply
upon the reorganization, including a requirement that the regional companies
shall have separate directors from the long distance company, the long distance
company may not procure equipment together with the holding company and the
regional companies, and the two regional companies deal on the same terms with
the long

33
<PAGE>

distance company as they would with other telecommunications companies. NTT
will, pursuant to the amendments to the NTT Law, prepare and submit to MPT for
approval "the Implementation Plans Concerning the Transfer of the Business
Activities and Succession of the Rights and Obligations of Nippon Telegraph and
Telephone Corporation" in accordance with the Basic Principles. Matters
concerning the transfer of business, which is the precondition of
reorganization, will be presented to shareholders at the ordinary general
meeting of shareholders in June 1999.

In connection with the reorganization, the amendments also provide, among
other things, for NTT East and NTT West to enter into an arrangement by which
NTT East may bear a portion of NTT West's expenses by payment of cash for the
fiscal years ending within three years after the incorporation of NTT East.
This arrangement will only be permitted if both NTT East and NTT West have the
same fiscal year end. This arrangement in any one fiscal year is also subject
to the requirements that NTT East must have earned a profit in such fiscal year
equal to or greater than the expenses it is proposing to share and the amount
of expenses to be shared must fall within a range provided by the Ministry of
Posts and Telecommunications. Under this arrangement, because NTT East will pay
a portion of NTT West's expenses if NTT East has profits and NTT West has
losses, taxable income of NTT East will be decreased by the amount of expenses
of NTT West paid by NTT East.

Because NTT will transfer a material portion of its business in the course of
the reorganization, shareholder approval is required under the Japanese
Commercial Code. The required vote for approval is two-thirds of the number of
shares present and voting at a shareholders meeting where a quorum of at least
a majority of all the outstanding shares is present. Pursuant to the amendments
to the NTT Law, NTT is currently preparing a plan to implement the
reorganization for each of the two regional companies and the long distance
company and intends to submit such plan to MPT for approval by May 1999.

INTERNATIONAL TELECOMMUNICATIONS BUSINESSES

NTT and its subsidiaries are actively involved in establishing carrier
businesses and infrastructure operations in Asia. Since 1992, NTT and its
subsidiaries have invested in and provided technological know-how to projects
in Thailand, the Philippines, Indonesia, Sri Lanka, Vietnam, Singapore and
Malaysia.

NTT provides international telecommunications services through its
subsidiaries, NTT-WT and NTT-WN. NTT-WT and NTT's overseas subsidiaries
launched global end-to-end services in September 1997 mainly for multinational
corporations, with a service area spanning major locations in the United
States, Europe and Asia. NTT-WT plans to expand the geographic coverage and the
range of value-added network services. In June 1998, NTT-WT and IBM Corporation
agreed to provide international data transmission network services. Also in
June 1998, NTT-WT and International Digital Communications Inc. ("IDC") agreed
that NTT-WT will resell IDC's volume discount international telephone services,
worldwide leased circuit and frame-relay services in addition to NTT-WT's
Arcstar-brand global telecommunications services. IDC will become an agent for
the sale of NTT-WT's domestic and international call discount resale services.

In addition to the services provided by NTT-WT, NTT-WN provides, among other
services, facility-based international leased circuit services and
international telephone services. NTT-WN also participates in international
consortia for the construction and maintenance of the "China-U.S. Undersea
Fiber Optic Cable Network" and the "Japan-U.S. Cable Network." Both networks
will be world's largest-class submarine fiber-optic cables linking Japan and
other Pacific Rim countries.

34
<PAGE>

COMPETITION

NTT and its subsidiaries face competition in virtually all aspects of their
business, including in the local, long distance and wireless markets. In
addition to current competitors, new entrants, including foreign
telecommunications companies, are expected to enter each of these markets in
the future.

Until recently, NTT faced little or no competition in the market for local
telecommunications services. NTT currently has one principal competitor in the
local market, Tokyo Telecommunications Network Co., Inc. ("TTNet"), which
operates in the Tokyo metropolitan area. At March 31, 1998, TTNet had 1.16
million subscribers. NTT believes that TTNet's entry into the local telephone
market will have the effect of increasing competition. NTT introduced two new
calling plans during fiscal year 1998 to compete more effectively. "Area Plus"
service allows customers to make three-minute calls extending to adjacent
areas, or up to 20 kilometers, at a cost of (Yen)10 in the daytime ((Yen)10 for
four minutes during late night hours and early morning) by paying a fixed
monthly fee. "Time Plus" service enables local calls to be made at a cost of
(Yen)10 for five minutes within their own local calling area ((Yen)10 for seven
minutes during late night hours and early morning) by similarly paying a fixed
monthly fee.

NTT currently faces significant competition in the long distance market from
each of Japan Telecom, DDI Corporation, Teleway, TTNet and KDD. In fiscal year
1998, the share of inter-prefecture calls between all prefectures in Japan for
NTT's fixed line telephone services dropped from 64.3% to 59.4%, while NTT's
share dropped from 66% to 63% when ISDN services are included. In February
1998, NTT reduced the rate for daytime calls over 100 kilometers to eliminate
price advantages held by competitors in the long distance market. This rate
reduction is estimated to reduce annual revenues by approximately (Yen)80
billion. See also "Regulatory Developments."

NTT DoCoMo and its subsidiaries' competitors in the cellular market are IDO,
DDI Cellular group, Tu-Ka group, Digital Tu-Ka group and Digital Phone group.
Despite intense competition, NTT DoCoMo and its subsidiaries had approximately
57% market share of cellular subscribers as of March 31, 1998. Intense
competition in the cellular market has led to rapid, substantial and sustained
decreases in the prices for handsets, monthly access fees and usage charges for
calls. Certain of the competitors of NTT DoCoMo and its subsidiaries offer
cellular services in a competing format, such as cdmaOne currently offered by
DDI and expected to be offered by IDO after April 1999.

NTT Personal Group's competitors in the PHS market are DDI Pocket group and
ASTEL group. DDI Pocket group is the leader among the three PHS group operators
with approximately 51.8% market share, NTT Personal Group has approximately
28.3% market share and ASTEL group has approximately 19.8% market share of PHS
subscribers as of March 31, 1998.

RESEARCH AND DEVELOPMENT

NTT believes that its investment in research and development is important to
allow it to develop new products and services and to remain competitive. For
the fiscal years ended March 31, 1998, 1997 and 1996, research and development
expenses amounted to (Yen)288.9 billion, (Yen)328.5 billion and (Yen)318.1
billion, or 3.1%, 3.7% and 4.0% of operating revenues, respectively. See Note
16 to "Notes to Consolidated Financial Statements--Research and development
expenses and advertising costs."

NTT is currently engaged in research and development projects to develop
technology to lower the cost of installing fiber optic wires, to develop
standard protocols for high-speed access telecommunications systems, and to
improve the energy-efficiency of communications equipment. NTT and its
subsidiaries are also developing technology to facilitate Internet and
multimedia development, including systems to allow digital sound and visual
communications, to improve the protection of intellectual property rights for
digital materials, and to provide ultra-high speed transmission rates for
Internet, intranet and other high-volume applications. NTT DoCoMo and its
subsidiaries are developing W-CDMA in connection with International Mobile
Telecommunications--2000 ("IMT--2000"), a third-generation wireless
communication platform for the next century.

35
<PAGE>

CAPITAL INVESTMENTS

NTT and its subsidiaries' capital investments for the preceding three fiscal
years are shown in the table below.

<TABLE>
<CAPTION>
FOR THE
YEAR ENDED
FOR THE YEARS ENDED MARCH 31, MARCH 31,
-------------------------------- -----------
1996 1997 1998 1998
---------- ---------- ---------- -----------
(BILLIONS OF YEN) (MILLIONS
OF DOLLARS)
<S> <C> <C> <C> <C>
Expansion and improvement of
services:
Telephone....................... (Yen)1,796 (Yen)1,856 (Yen)1,774 $13,141
Data communication facility..... 127 155 132 978
Other........................... 213 401 354 2,622
Research and development.......... 155 147 158 1,170
Construction, improvement and
renovation
of office building, etc.......... 423 519 544 4,030
---------- ---------- ---------- -------
Total........................... (Yen)2,714 (Yen)3,078 (Yen)2,962 $21,941
========== ========== ========== =======
</TABLE>

NTT and its subsidiaries continue to make large capital investments to meet
the demands for telecommunications services and for modernization programs. In
recent years, a substantial portion of capital investments has been used to
finance the installation of digital transmission and switching equipment
throughout NTT's telecommunications network. NTT completed full digitization of
subscriber terminal capacity in December 1997.

In fiscal year 1999, NTT and its subsidiaries expect to make capital
investments in an amount not significantly different from the levels of the
past three fiscal years. NTT plans to provide coverage of optical fiber cables
in the access network for approximately 100% of business areas by 2000 followed
by a goal of 100% nationwide by 2010. NTT developed "New Optical Access
System," which enables low-cost opticalization up to telephone poles near
customers, at a cost almost equivalent to metallic cable. This speeds the
deployment of optical fiber cables in the access network, bringing NTT and its
subsidiaries one step closer to the full introduction of high-speed broadband
networks.

PROCUREMENT

Neither NTT nor its subsidiaries have any manufacturing divisions and,
accordingly, they procure finished products from outside suppliers. Therefore,
NTT and its subsidiaries are continually seeking opportunities to develop
relationships with high-quality, cost-efficient suppliers from around the world
to strengthen its business operations in Japan's highly competitive
telecommunications market.

PRIVATIZATION

The total number of outstanding shares of NTT at the time of its
establishment was 15.6 million. Until October 1986, MOF owned 100% of the
outstanding shares of NTT. Between October 1986 and October 1988, MOF sold 5.4
million shares to a variety of individual and institutional investors. As of
September 30, 1998, as a result of a 1.02-to-1 stock split on November 24,
1995, the number of outstanding shares amounted to 15,912,000 and MOF owned
10,419,289.24 shares, representing 65.5% of the outstanding shares. As of
September 30, 1998, no other shareholder owned more than 10% of the outstanding
shares.

In December 1990, MOF announced its plan that out of the 5.0 million shares
then available for sale under the NTT Law, MOF would sell 2.5 million of such
shares at the rate of approximately 0.5 million shares per fiscal year (with
any shares remaining unsold to be sold in future years based on market
conditions), and retain the other 2.5 million shares for the time being. Prior
to the offering of the shares contemplated by this prospectus, no such sales
had been made as the Government concluded that market conditions would not
permit

36
<PAGE>

smooth absorption of the shares. The NTT Law requires that the disposition of
shares by MOF must be within the limits determined by the Diet in the relevant
annual budget. One million shares are permitted to be sold under the budget for
the fiscal year ending March 31, 1999. It is NTT's understanding that at
present the Government has not decided whether there will be any changes in the
plan announced in December of 1990 after the global offering. In addition, it
is NTT's understanding that at present the Government has not determined the
number of shares the sale of which will be permitted under the annual budget to
be submitted to the Diet for the fiscal year ending March 31, 2000. The
Government generally proposes its annual budget to the Diet in January of each
year. The fiscal year of the Government begins April 1.

RELATIONSHIP WITH GOVERNMENT

Prior to the global offering, the Government owned approximately 65.5%, and
after the global offering will own approximately 59%, of the outstanding shares
of NTT. For a description of the Government's ownership of shares of NTT, see
"Principal Shareholders and Selling Shareholder." The Government, acting
through MPT, also regulates the activities of NTT. See "Regulatory
Developments." In addition, the Government is one of the largest customers of
NTT and its subsidiaries. NTT and its subsidiaries transact business with
various departments and agencies of the Government as separate customers on an
arm's-length basis. The Government, in its capacity as shareholder, votes at
shareholder meetings of NTT and, by virtue of its position as a majority
shareholder, theoretically has the power to control most decisions taken at
such meetings, although the Government has not used this power to direct the
management of NTT. The Government also has the power to take certain actions
with respect to the networks of NTT and its subsidiaries in the interests of
national security and international relations.

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

NTT is a limited liability, joint-stock company incorporated under the laws
of Japan. All of its directors and executive officers (and certain experts
named herein) reside in Japan. Substantially all of the assets of such persons
and of NTT are located outside the United States. It may not be possible,
therefore, for investors to effect service of process within the United States
upon NTT or such persons or to enforce against them judgments obtained in
United States courts predicated upon the civil liability provisions of the
federal securities laws of the United States. NTT has been advised by its
Japanese counsel, Tomotsune Kimura & Mitomi, that there is doubt as to the
enforceability in Japan, in original actions or in actions for enforcement of
judgments of United States courts, of liabilities predicated solely upon the
federal securities laws of the United States.

37
<PAGE>

REGULATORY DEVELOPMENTS

PRICING OF TELECOMMUNICATIONS SERVICES

In connection with measures introduced to promote further competition in the
telecommunications market, changes have been made to the regulations governing
the manner in which telecommunications service providers set prices for their
telecommunications services. In general and subject to certain exceptions,
notification to MPT is all that is required for a Type I Carrier to change the
prices it charges for its telecommunications services, such as long distance
services. However, changes in the prices charged for basic telephone services,
ISDN services and leased circuit services within prefectures are expected to be
subject to a price-cap system described below. Also, changes to prices charged
for interconnection with a Type I Carrier's network are subject to prior
approval by MPT as described below.

PRICE-CAP SYSTEM

In order to promote further competition in the telecommunications market, and
as part of the Government's overall policy toward deregulation, the Telecom
Business Law was revised in May 1998 and became effective as of November 1,
1998. For certain services to be provided by Type I Carriers, such as NTT, with
"designated telecommunications facilities" (defined as a facility providing a
percentage of telecommunications service in a region in excess of a percentage
designated by MPT) and specified in an ordinance of the Ministry of Posts and
Telecommunications, a price-cap system is to be introduced. The ordinance
stipulates that the price-cap system is applicable to basic telephone services,
ISDN services and leased circuit services provided within prefectures by a Type
I Carrier with such "designated telecommunications facilities." Certain of
NTT's facilities for its regional telecommunications services have been
designated as "designated telecommunications facilities" due to NTT's dominant
position in the local telecommunications market. It is expected that until the
reorganization, rates for regional telecommunications services provided by NTT
will continue to be subject to MPT approval, while rates for such services
provided by the regional companies after the reorganization will be subject to
the price cap system. Under the price cap system, an index will be annually
fixed by MPT. Only notification of MPT will be required for changes in rates
which do not exceed such index, while changes in excess of the index will
require the prior approval of MPT. It is currently expected that the index will
initially equal the Consumer Price Index in Japan less a productivity factor
and an exogenous factor.

INTERCONNECTION

The Telecom Business Law requires that every Type I Carrier, such as NTT,
must agree to the request of other telecommunications carriers to access its
network through interconnection, subject to certain limited exceptions. A Type
I Carrier maintaining a "designated telecommunications facility" is required to
submit each interconnection tariff and conditions of interconnection with MPT
for approval. Currently, NTT is the only Type I Carrier obligated to make such
submission. MPT will issue approval if the conditions are technically and
economically feasible, the interconnection charges for each function have been
specified by applicable ordinances of the Ministry of Posts and
Telecommunications, the charges are fair and impartial in view of the costs of
such services, the interconnection charges are not disadvantageous as compared
to the conditions the Type I Carrier would impose to connect its own
telecommunications facilities and there is no unfair discrimination against any
particular communications carrier. In January 1998, NTT submitted its
interconnection tariffs in connection with its "designated telecommunications
facilities," including, principally, its local exchanges, and such tariffs were
approved in March 1998.

In May 1998, the U.S. Government and the Japanese Government issued a status
report in which the Japanese Government expressed its intention to introduce
"Long-run Incremental Cost Methodology" for setting interconnection charges.
Long-run Incremental Cost Methodology would calculate interconnection

38
<PAGE>

charges based on costs assumed to be incurred for construction of the current
network with presently available equipment and technology. In the report issued
by the U.S. Government and the Japanese Government it was specifically stated
that:

. a bill to amend the Telecom Business law will be submitted to the
regular Diet Session in the spring of 2000 in order to implement Long-run
Incremental Cost Methodology as early as possible;

. due consideration will be paid to ensure that the implementation of
Long-run Incremental Cost Methodology would cause no disruption to the
provision of universal services and that it would not prove destructive to
end user rates and business operations of incumbent local exchange
carriers; and

. prior to the introduction of Long-run Incremental Cost Methodology
based charges, the Japanese Government will, within the scope of its
existing authority, promote the reduction of interconnection charges as
much as possible.

At this time, the ultimate results of the introduction of Long-run
Incremental Cost Methodology on the financial position and results of
operations of NTT and its subsidiaries cannot be determined. The condition upon
which access to networks, especially to local networks is offered, is of great
significance to the development of the Japanese telecommunications market.

UNIVERSAL SERVICES

In June 1998, the Ministry of Posts and Telecommunications released a report
concerning universal services, the provision of which is an obligation of NTT
under the NTT Law. The report concluded that certain telephone services are
indispensable to the national welfare and should be deemed "universal services"
that require proper and stable provision with equal conditions across the
country. In the report released by the Ministry of Posts and
Telecommunications, "universal services" would include basic telephone services
to customers throughout Japan. ISDN and wireless telephone services were
excluded from the scope of "universal services." At the present time, it is not
clear what obligations will be imposed on NTT and other Type I Carriers with
respect to the provision of "universal services;" however, the report places
emphasis on the establishment of a "Universal Services Fund." The report
proposed that, through contributions by telecommunications service providers to
the fund, providers of universal services such as NTT should be subsidized for
the costs incurred to provide such services. It was also proposed that
international and long distance telephone services should not be subsidized
since competition among telecommunications service providers has already led to
nationwide availability. The Ministry of Posts and Telecommunications is
currently reviewing the possibility of establishing the fund.

NUMBER PORTABILITY

The Ministry of Posts and Telecommunications is now having discussions on the
introduction of local number portability, which will enable subscribers to
change their telephone companies without changing their phone numbers.

PRESUBSCRIPTION

The Ministry of Posts and Telecommunications is currently considering the
introduction of "Presubscription" for domestic and international service.
Presubscription will enable telephone subscribers to use the telecommunications
service provider of their choice without dialing prefixes by prior selection of
and registration with such service provider. In November 1998, the Ministry of
Posts and Telecommunications expects to announce that presubscription will be
introduced in the spring of 2001.

39
<PAGE>

DIVIDENDS AND PRICE RANGE OF SHARES AND ADSS

The primary market for the common stock of NTT is the Tokyo Stock Exchange,
also referred to as the TSE. The common stock has been traded on the First
Section of that exchange since February 1987 and are also listed on all other
stock exchanges in Japan. Application will be made to list the shares offered
in the global offering on the First Section of the TSE.

TOKYO STOCK EXCHANGE

The TSE market is a continuous auction market where buy and sell orders
directly interact with one another. All orders, either limit or market, are
placed by member broker/dealer firms with the "Saitori" member who functions
solely as a middleman between these firms. The Saitori member maintains a
central order book for each of its "franchise" stocks allocated by the TSE and
matches orders in accordance with price priority and time precedence.

The TSE has been adopting the following measures to prevent certain short-
term price fluctuations.

Special Bid or Asked Quotes

When there is a major order imbalance, the TSE requires the Saitori member to
indicate a "special bid quote" or a "special asked quote," showing that there
exists a major imbalance between buy and sell orders. A special quote is
publicly disseminated through the market information system of the TSE,
enabling market participants to respond to the imbalance. If contraside orders
come into the market and equilibrium is established at the special quote, the
quote is withdrawn by the Saitori member. Conversely, when the imbalance
continues, the Saitori member renews the special quote, with the approval from
the TSE, upward or downward at an interval of every five minutes or more within
the variation set forth in the table below until equilibrium is established.

Daily price limits

In addition to special quotes, the TSE maintains daily price limits for
individual stocks to prevent day-to-day swings in stock prices and also to
provide a "time-out" for publicizing a major price rise or decline in a stock
and resultant evaluation of the situation by the investing public. TSE's daily
price limits are set in terms of absolute yen depending upon the price range of
each stock for the purpose of simplicity. As the price limits simply prohibit
bids and offers at prices beyond the limits, the market for a stock is open for
trading within the limits, even after the stock hits a limit.

The daily price limit also applies to the special quote. Thus, the special
quote cannot be indicated beyond the limit.

The total trading volume in 1997 on the TSE was 107.5 billion shares, with a
daily average of 439.0 million shares.

40
<PAGE>

The following table sets forth for the periods indicated the reported high
and low sale prices and the average daily trading volume of the common stock on
the TSE. It also sets forth the closing highs and lows of two TSE stock
indices. The Tokyo Stock Price Index ("TOPIX"), which is published by the TSE,
is a weighted index of the market value of all stocks listed on the First
Section of the TSE. As of March 31, 1998, stocks of 1,327 companies were traded
on the First Section of the TSE. The Nikkei Stock Average is a widely followed
unweighted arithmetic average of 225 selected stocks traded on the First
Section.

<TABLE>
<CAPTION>
TSE CLOSING NIKKEI
PRICE PER SHARE CLOSING TOPIX STOCK AVERAGE
------------------- AVERAGE DAILY ----------------- -------------------
HIGH LOW TRADING VOLUME HIGH LOW HIGH LOW
--------- --------- ------------------ -------- -------- --------- ---------
CALENDAR PERIOD (YEN) (YEN) (NUMBER OF SHARES) (POINTS) (POINTS) (YEN) (YEN)
<S> <C> <C> <C> <C> <C> <C> <C>
1996
First quarter.......... 866,000 742,000 5,343 1,638.10 1,520.46 21,406.85 19,627.57
Second quarter......... 835,000 772,000 5,208 1,725.64 1,640.11 22,750.70 21,170.72
Third quarter.......... 841,000 753,000 4,441 1,708.21 1,539.67 22,455.49 20,107.11
Fourth quarter......... 922,000 770,000 8,726 1,622.91 1,448.45 21,612.30 19,161.71
1997
First quarter.......... 914,000 808,000 7,390 1,480.86 1,326.60 19,446.00 17,303.65
Second quarter......... 1,110,000 836,000 15,757 1,560.28 1,320.82 20,681.07 17,485.75
Third quarter.......... 1,240,000 999,000 8,828 1,555.16 1,373.97 20,575.26 17,683.27
Fourth quarter......... 1,150,000 920,000 7,585 1,391.06 1,130.00 17,842.16 14,775.22
1998
First quarter.......... 1,230,000 1,050,000 7,918 1,300.30 1,120.61 17,264.34 14,664.44
Second quarter......... 1,170,000 996,000 5,633 1,254.74 1,156.47 16,536.66 14,715.38
Third quarter.......... 1,280,000 995,000 8,162 1,280.73 1,043.57 16,731.72 13,406.39
Fourth quarter (through
November 17, 1998).... 1,060,000 836,000 9,519 1,107.65 980.11 14,527.81 12,879.97
</TABLE>

On November 17, 1998, the last reported sale price of the shares on the TSE
was (Yen)930,000 per share, and the closing TOPIX and Nikkei Stock Average on
that date were 1,107.65 and (Yen)14,413.00, respectively.

SETTLEMENT

Settlement of transactions concerning shares listed on any of the stock
exchanges in Japan, including the TSE, will normally be effected on the fourth
business day from and including the transaction date. Settlement in Japan is
made by physical delivery of share certificates or through the Japanese
Securities Depository Center, also known as JASDEC. See "Description of the
Shares--General."

AMERICAN DEPOSITARY SHARES

The ADSs are listed on the New York Stock Exchange. 200 ADSs represent one
share. The ADSs are evidenced by ADRs issued by Morgan Guaranty Trust Company
of New York, as Depositary (the "Depositary").

41
<PAGE>

On September 30, 1998, approximately 6,014,400 ADSs (equivalent to 30,072
shares, or approximately 0.19% of the total number of shares outstanding on
that date) were outstanding and were held by 191 record holders of ADRs
(including 186 record holders in the United States holding 6,013,725 ADSs). The
following table sets forth for the periods indicated the high and low sales
price of the ADSs as set forth on the New York Stock Exchange composite tape.

<TABLE>
<CAPTION>
NYSE AVERAGE DAILY
PRICE PER ADS TRADING VOLUME
------------- ----------------
HIGH LOW
------------- (NUMBER OF ADSS)
CALENDAR PERIOD ($) ($)
<S> <C> <C> <C>
1996
First quarter................................... 42.50 36.00 4,078
Second quarter.................................. 39.63 36.13 2,944
Third quarter................................... 38.63 34.88 1,911
Fourth quarter.................................. 40.25 35.00 1,920
1997
First quarter................................... 39.00 34.63 3,489
Second quarter.................................. 49.25 34.50 46,080
Third quarter................................... 52.00 46.25 22,166
Fourth quarter.................................. 47.38 35.94 20,667
1998
First quarter................................... 48.50 41.13 19,307
Second quarter.................................. 43.88 34.69 13,732
Third quarter................................... 45.06 35.63 14,689
Fourth quarter (through November 17, 1998)...... 45.00 31.38 17,397
</TABLE>

The common stock is also listed on the London Stock Exchange.

DIVIDENDS

NTT has paid dividends on the shares semiannually in respect of each fiscal
year since NTT's founding in 1985. The annual dividend is recommended by the
Board of Directors and approved by shareholders at the general meeting of
shareholders required to be held in June of each year and by MPT. Immediately
following approval thereof at the meeting and approval of MPT, dividends are
distributed to holders of record at the preceding March 31 in proportion to
their respective holdings of shares at that date. Annual dividends may be
distributed in cash. In addition to annual dividends, NTT may make cash
distributions from its retained earnings to its shareholders of record as of
September 30 in each year by resolution of its Board of Directors and approval
of MPT.

The following table sets forth the respective shareholder and Board of
Directors (interim dividend) approval dates, payment dates and amount of
dividends (expressed in yen and expressed as a U.S. dollar equivalent based on
the Noon Buying Rate on the date of payment) paid by NTT applicable to each of
the six-month periods indicated.

<TABLE>
<CAPTION>
RECORD DATE/SIX MONTHS DIVIDEND
ENDED APPROVAL DATE PAYMENT DATE PER SHARE
- ---------------------- ----------------- ----------------- --------------------
(YEN) (DOLLARS)
<S> <C> <C> <C> <C>
September 30, 1995...... November 22, 1995 December 13, 1995 (Yen)2,500 $24.57
March 31, 1996.......... June 27, 1996 June 28, 1996 (Yen)2,500 $22.84
September 30, 1996...... November 22, 1996 December 13, 1996 (Yen)2,500 $21.97
March 31, 1997.......... June 27, 1997 June 30, 1997 (Yen)2,500 $21.81
September 30, 1997...... November 21, 1997 December 12, 1997 (Yen)2,500 $19.17
March 31, 1998.......... June 26, 1998 June 29, 1998 (Yen)2,500 $17.62
September 30, 1998*..... November 20, 1998 December 11, 1998 (Yen)2,500
</TABLE>
- --------
* Purchasers of shares or ADSs in the global offering will not be entitled to
this dividend because they will not be shareholders of record on September
30, 1998.

42
<PAGE>

On October 22, 1998 NTT announced a plan to pay a special dividend of
(Yen)5,000 per share to shareholders of record as of March 31, 1999 following
shareholder approval in June 1999 and subject to approval by MPT. See
"Description of the Shares--Dividends." NTT also announced plans to pay an
ordinary dividend of (Yen)2,500 to shareholders of record on March 31, 1999
following shareholder approval in June 1999, as well as an approval of MPT.

The payment, as well as the amount, of dividends in the future will be
subject to the level of NTT's earnings, NTT's financial condition and other
factors, including applicable government regulatory action.

Under Japanese foreign exchange controls currently in effect, dividends paid
on shares held by non-residents of Japan may be converted into any foreign
currency and repatriated abroad. Under the terms of the deposit agreement
pursuant to which ADRs are issued, the Depositary is required, to the extent
that in its judgment it can convert Japanese yen on a reasonable basis into
U.S. dollars and transfer the resulting dollars to the United States, to
convert all cash dividends that it receives in respect of deposited shares into
U.S. dollars and to distribute the amount thus received (after deduction of
applicable withholding taxes and expenses of the Depositary) to the holders of
ADRs.

For a discussion of the tax treatment of dividends paid to U.S. Holders of
ADSs, see "Certain Tax Considerations."

43
<PAGE>

PRINCIPAL SHAREHOLDERS AND SELLING SHAREHOLDER

Upon consummation of the global offering, MOF will own 59% of the outstanding
shares. MOF is required by the NTT Law and the amendments to the NTT Law to own
one-third or more of the total number of the outstanding shares. However, any
increase in the number of shares attributable to the issuance of new shares,
including shares issued upon the conversion or exercise of any convertible
debentures or debentures with preemptive rights, is not included for the time
being in calculating the proportion of the shares held by MOF for this purpose.
Under this requirement, as of March 31, 1998, the maximum number of shares
permitted to be sold by the Government was 5.1 million shares.

44
<PAGE>

DESCRIPTION OF THE SHARES

Set forth below is certain information relating to the shares, including
brief summaries of certain provisions of NTT's Articles of Incorporation and
NTT's Share Handling Regulations, as currently in effect, and of the Commercial
Code of Japan and the NTT Law. These summaries do not purport to be complete
and are qualified in their entirety by reference to the full Articles of
Incorporation and the full Share Handling Regulations which have been filed or
incorporated by reference as exhibits to the Registration Statement of which
this prospectus forms a part.

GENERAL

Under the Articles of Incorporation, the presently authorized capital stock
of NTT consists of 62,400,000 shares of common stock with a par value of
(Yen)50,000 per share. As of September 30, 1998, 15,912,000 shares were issued
and outstanding. The Commercial Code requires that shares be in registered
form. Under the Commercial Code, shares are transferable by delivery of share
certificates, but in order to assert shareholders' rights against NTT, the
transferee must have its name and address registered on NTT's register of
shareholders. The Share Handling Regulations require shareholders to file their
names, addresses and seal impressions with The Chuo Trust and Banking Company,
Limited, the transfer agent for NTT. Foreign shareholders customarily using a
signature may file a specimen signature in lieu of a seal impression.
Shareholders not resident in Japan are required to file a mailing address in
Japan or appoint a resident proxy in Japan. These requirements do not apply to
the holders of ADSs or ADRs.

The central clearing system of share certificates under the Law Concerning
Central Clearing of Share Certificates and Other Securities of Japan started to
operate in October 1991. Under this system, a holder of shares may choose, at
its discretion, to participate in this system and all certificates of shares
elected to be put into this system will be deposited with the sole depository
under the system, JASDEC (through a participating institution, such as a
securities company or bank, having a clearing account with the clearing house,
if the holder is not such a securities company or bank), and all such shares
will be registered in the name of the clearing house on NTT's register of
shareholders. Each participating shareholder will in turn be registered in
NTT's register of beneficial shareholders and be treated the same way as
shareholders registered on NTT's register of shareholders. For the purpose of
transferring the deposited shares, delivery of share certificates is not
required. In general, beneficial owners of deposited shares registered in the
register of beneficial owners are entitled with respect to such shares to the
same rights and benefits as the holders of shares registered in the register of
shareholders. The registered beneficial owners may exercise the rights attached
to the shares, such as voting rights, and will receive dividends (if any) and
notices to shareholders directly from NTT. The shares held by a person as a
registered shareholder and those held by the same person as a registered
beneficial owner are aggregated for such purposes. New shares issued with
respect to deposited shares, including those issued upon a stock split,
automatically become deposited shares. The beneficial owners are required to
file with the transfer agent of NTT principally through the relevant
participating institution, the same information as is required from the
registered shareholders. Beneficial owners may at any time withdraw their
shares from deposit and receive share certificates.

DIVIDENDS

The Articles of Incorporation provide that NTT's financial accounts shall be
closed on March 31 of each year and that dividends, if any, shall be paid to
the shareholders of record at the close of business as of such date. Pursuant
to the Commercial Code, after the close of the fiscal year, the Board of
Directors prepares, among other things, a proposal for appropriation of profits
and retained earnings for year-end dividends, legal reserve and other reserves,
and such appropriation customarily includes a bonus to Directors and Corporate
Auditors. This proposal is then submitted to the Board of Corporate Auditors of
NTT and the independent certified public accountants for their review and
comments. Then the proposal accompanied by the Board of Corporate Auditors' and
independent accountant's reports are submitted for shareholder approval at the
Ordinary General Meeting of Shareholders, which, pursuant to the Articles of
Incorporation, must be convened in June of each year.

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In addition to year-end dividends, the Board of Directors may, by resolution,
declare an interim cash dividend to shareholders of record as of the close of
September 30 of each year, without prior shareholder approval, but subject to
the restrictions described below. The requisite appropriation of profits and
retained earnings and related transfer of the applicable amount to legal
reserve occurs at the time of the payment of the interim dividend from funds
available for appropriation in respect of the immediately preceding fiscal
year, less the year-end dividends and bonuses to Directors and Corporate
Auditors paid in respect of such prior fiscal year and any transfer of profits
and retained earnings to the stated capital subsequent to the prior fiscal
year-end. Payment of interim dividends reduces the funds legally available for
the payment of year-end dividends for the fiscal year in which such interim
dividends are resolved and paid.

Under the NTT Law, the appropriation of profits and retained earnings,
including the payment of interim dividends, of NTT requires the approval of
MPT.

Under the Commercial Code, the shareholders may, by resolution at an Ordinary
General Meeting of Shareholders, transfer to NTT's stated capital account any
amount which could otherwise be distributed as year-end dividends and the Board
of Directors may, by its resolution but subject to the approval of MPT, pay a
dividend in the form of additional shares, by way of a stock split without
affecting the par value thereof, up to the amount so transferred to NTT's
stated capital account.

The Commercial Code provides that a company may not make any distribution of
profits by way of year-end dividends or interim dividends for any fiscal year
unless it has set aside in its legal reserve an amount equal to at least one-
tenth of the amount paid by way of appropriation of profits and retained
earnings for such fiscal year until the legal reserve is one-quarter of its
stated capital. The Commercial Code permits a company to distribute profits by
way of year-end or interim dividends out of the excess of its net assets over
the aggregate of:

. its stated capital;

. its additional paid-in capital;

. its accumulated legal reserve;

. the legal reserve to be set aside in respect of the fiscal year
concerned; and

. the excess, if any, of unamortized expenses incurred in preparation for
commencement of business and in connection with research and development
expense over the aggregate of amounts listed above, other than its
stated capital.

In the case of interim dividends, the net assets are calculated by reference
to the balance sheet as at the last closing of the company's accounts, but
adjusted to reflect any subsequent payment by way of appropriation of profits
and retained earnings and the related transfer to the legal reserve, any
subsequent transfer of profits and retained earnings to stated capital and the
aggregate purchase price of shares determined by a resolution at the ordinary
general meeting of shareholders authorizing a company to acquire its shares
pursuant to the below mentioned amendments to the Commercial Code, provided
that interim dividends may not be paid where there is a risk that at the end of
the fiscal year there might not be any excess of net assets over the aggregate
of the amounts listed above. If NTT has on its balance sheet a number of shares
that NTT has acquired for the purpose of transferring the same to its Directors
or employees pursuant to the amendments to the Commercial Code which took
effect on October 1, 1994 and June 1, 1997 (the "1994/1997 amendments to the
Commercial Code") but such shares are yet to be transferred, the book value of
such shares shall be deducted from the amount available for payment of annual
and interim dividends. As of March 31, 1998, the net assets of NTT determined
in accordance with the Commercial Code were (Yen)4,601 billion (U.S. $34,081
million), its stated capital was (Yen)795.6 billion (U.S. $5,893 million), its
additional paid-in capital was (Yen)2,530 billion (U.S. $18,741 million) and
its legal reserve was (Yen)99 billion (U.S. $733 million).

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In Japan the "ex-dividend" date and the record date for dividends precede the
date of determination of the amount of the dividend to be paid. See "Record
Date." For information as to taxation of dividends, see "Certain Tax
Considerations--Japanese Taxation."

TRANSFER OF ADDITIONAL PAID-IN CAPITAL AND LEGAL RESERVE TO STATED CAPITAL AND
STOCK SPLITS

The Commercial Code permits NTT, by resolution of the Board of Directors, to
transfer the whole or any part of additional paid-in capital and legal reserve
to stated capital and, after being authorized by MPT pursuant to the NTT Law,
to grant to shareholders additional shares free of charge by way of a stock
split without affecting the par value thereof, with reference to the whole or
any part of the amount of additional paid-in capital and legal reserve so
transferred to stated capital. When NTT issues new shares in the future, the
entire amount of the issue price of such new shares is required to be accounted
for as stated capital, although NTT may account for an amount not exceeding
one-half of such issue price as additional paid-in capital (subject to the
remainder being not less than the total par value, if any, of the new shares
being issued). Such additional shares may also be granted by reference to the
amount representing the portion of the issue price of shares in excess of the
par value thereof which has been accounted for as stated capital. The stock
split may be made only if:

. the total par value of the shares in issue after the stock split does
not exceed the stated capital; and

. the net assets of NTT (as appearing in the latest balance sheet) divided
by the number of the shares in issue after the stock split is at least
(Yen)50,000.

The Commercial Code permits NTT to make a distribution to shareholders by way
of a rights issue at a subscription price per share which is less than the par
value thereof if:

. the difference between the subscription price and the par value does not
exceed the amount of the stated capital minus the aggregate par value of
all outstanding shares, divided by the number of new shares to be issued
pursuant to such rights issue;

. the sum of the net assets of NTT (as appearing on its latest balance
sheet) and the total subscription price, divided by the number of the
shares outstanding immediately after the issuance of the new shares, is
at least (Yen)50,000; and

. the subscription rights are made transferable.

In order to satisfy the requirement listed first above, the Board of Directors
may transfer the whole or any part of additional paid-in capital or legal
reserve to stated capital.

FRACTIONAL SHARES

If NTT makes stock splits or issues convertible bonds or debentures or bonds
or debentures with warrants or rights to subscribe for new shares, fractional
shares constituting one-hundredth of one share or any integral multiple thereof
will be issued depending on the conditions of such splits or issues. Fractional
shares will not carry voting rights but, under the Articles of Incorporation,
they will have the right to receive dividends. Under the Articles of
Incorporation, any certificate representing such fractional shares will not be
issued and therefore fractional shares are not normally transferable. Holders
of fractional shares will be registered in the register of fractional shares.
The registered holders of fractional shares may at any time require NTT to
purchase such shares at the current market price.

ORDINARY GENERAL MEETING OF SHAREHOLDERS

The Ordinary General Meeting of Shareholders to settle accounts of NTT for
each fiscal year is held in June each year in Tokyo, Japan. In addition, NTT
may hold an extraordinary general meeting of shareholders whenever necessary by
giving at least two weeks' advance notice to shareholders.

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Under the Commercial Code, notice of any shareholders' meeting, setting forth
the place, time and purpose thereof, must be mailed to each shareholder (or, in
the case of a non-resident shareholder, to his or her resident proxy or mailing
address in Japan appointed or determined pursuant to the Share Handling
Regulations) at least two weeks prior to the date set for the meeting.

VOTING RIGHTS

A shareholder is entitled to one vote per share subject to the limitation on
voting rights set forth in the following paragraph. Under the Commercial Code,
except as otherwise provided by law or by the Articles of Incorporation, a
resolution can be adopted at a General Meeting of Shareholders by a majority of
the shares having voting rights represented at the meeting. The Commercial Code
and the Articles of Incorporation provide, however, that the quorum for the
election of Directors and Corporate Auditors shall not be less than one-third
of the total number of outstanding shares having voting rights. NTT's
shareholders are not entitled to cumulative voting in the election of
Directors. A corporate shareholder, more than one-quarter of whose outstanding
shares are directly or indirectly owned by NTT, may not exercise its voting
rights in respect of the shares of NTT. Shareholders may exercise their voting
rights through proxies provided that the proxies are also shareholders. Under
the NTT Law, the election and removal of Directors and Corporate Auditors are
subject to the approval of MPT.

The Commercial Code provides that in order to amend the articles of
incorporation of a corporation and in certain other instances, including a
reduction of the stated capital, the removal of a Director or Corporate
Auditor, dissolution, merger or consolidation, the transfer of the whole or an
important part of the business, the taking over of the whole of the business of
any other corporation or any offering of new shares at a "specially favorable"
price (or any offering of convertible bonds or debentures with "specially
favorable" conversion conditions or of bonds or debentures with warrants or
rights to subscribe for new shares with "specially favorable" conditions) to
persons other than shareholders, the quorum shall be a majority of the total
number of shares outstanding and the approval of the holders of at least two-
thirds of the shares represented at the meeting is required.

SUBSCRIPTION RIGHTS

Holders of the shares have no preemptive rights under the Articles of
Incorporation. Authorized but unissued shares may be issued at such times and
upon such terms as the Board of Directors determines, subject to the approval
of MPT and the limitation as to the offering of new shares at a "specially
favorable" price discussed in "Voting Rights" above. Under the Commercial Code,
the Board of Directors may, however, determine that shareholders shall be given
subscription rights regarding a particular issue of new shares, in which case
such rights must be given on uniform terms to all shareholders as of a record
date of which not less than two weeks' public notice must be given. Each of the
shareholders to whom such rights are given must also be given notice of the
expiry thereof at least two weeks prior to the date on which such rights are to
expire.

Rights to subscribe for new shares may be made transferable or
nontransferable by the Board of Directors and may be made at par or at or
substantially below the market price of shares. Accordingly, rights offerings
can result in substantial dilution or can result in rights holders not being
able to realize the economic value of such rights.

LIQUIDATION RIGHTS

In the event of a liquidation of NTT, the assets remaining after payment of
all debts, liquidation expenses and taxes will be distributed among the
shareholders in proportion to the respective numbers of shares which they hold.

LIABILITY TO FURTHER CALLS OR ASSESSMENTS

All NTT's presently outstanding shares are fully paid and nonassessable.

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TRANSFER AGENT

The Chuo Trust and Banking Company, Limited is the transfer agent for the
shares. As such transfer agent, its office at 7-1, Kyobashi 1-chome, Chuo-ku,
Tokyo 104-8345, Japan keeps NTT's register of shareholders and makes transfer
of record ownership upon presentation of the certificates representing the
transferred shares.

RECORD DATE

The close of business on March 31 is the record date for NTT's year-end
dividends, if paid. The shareholders who are registered as the holders on NTT's
register of shareholders at the close of business as of March 31 are also
entitled to exercise shareholders' voting rights at the Ordinary General
Meeting of Shareholders with respect to the fiscal year ending on such March
31. The close of business on September 30 of each year is the record date for
interim dividends, if paid. In addition, NTT may set a record date for
determining the shareholders entitled to other rights and for other purposes by
giving at least two weeks' public notice.

The shares generally trade ex-dividend or ex-rights in the Japanese stock
exchanges on the third business day prior to a record date (or if the record
date is not a business day, the fourth business day prior thereto), for the
purpose of dividends or rights offerings.

REPURCHASE BY THE COMPANY OF SHARES

Except as otherwise permitted by the Commercial Code as set out below,
neither NTT nor any of its subsidiaries may acquire shares except by means of a
reduction of capital in the manner provided in the Commercial Code.

The 1994/1997 amendments to the Commercial Code enable NTT to acquire shares
for the following purposes, subject to the authorization of shareholders at an
ordinary general meeting:

(1) for the purpose of transferring the same to its Directors and/or
employees; and
(2) for the purpose of cancellation thereof.

Acquisition by NTT of its shares for the purpose of (1) above is subject to,
among other things, the following restrictions:

. the number of shares to be acquired must not exceed 10% of the total
number of issued shares; and

. the aggregate amount of the purchase price must not exceed the amount of
the retained earnings available for annual dividend payment less the sum
of any amount paid or to be paid by way of appropriation of retained
earnings and any transfer of retained earnings to stated capital.

Acquisition by NTT of its shares for the purpose of (2) above is subject to,
among other things, the following restrictions:

. the aggregate amount of the purchase price must not exceed the amount of
the retained earnings available for any annual dividend payment less the
sum of any amount paid or to be paid by way of appropriation of retained
earnings and any transfer of retained earnings to stated capital; and

. there is not a concern that there would be no retained earnings
available for annual dividend payment at the close of the current fiscal
year.

In the case of shares being listed on an exchange or the over-the-counter
market, acquisition shall be made through the market or by way of tender offer
by the close of the following ordinary general meeting. The amendments
introduced for the purpose of (1) above enable NTT to introduce a stock option
plan using the shares already issued, subject to the satisfaction of certain
additional requirements.

The Law for Special Exceptions to the Commercial Code concerning Procedures
of Cancellation of shares, which was enacted in 1997 and amended with effect
from March 30, 1998, authorizes a company whose shares

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are listed on an exchange or the over-the-counter market to acquire and cancel
its shares by a resolution of the Board of Directors if such company's articles
of incorporation provide that shares may be purchased for the purpose of
cancellation. Currently, NTT's articles do not contain such a provision. Under
such law, a company may acquire its shares using its retained earnings subject
to, among other things, the following restrictions:

. the number of shares to be acquired must not exceed 10% of total issued
shares; and
. the aggregate amount of the purchase price must not exceed one-half of
the amount available for any interim dividend payment less the aggregate
amount of any interim dividend payment.

In addition, until March 31, 2000 (with certain transitional exceptions), a
company may acquire and cancel its shares using its additional paid-in capital
if its articles of incorporation so provide and subject to, among other things,
the following restrictions:

. the aggregate amount of the purchase price must not exceed an amount
equal to the excess of the sum of additional paid-in capital and legal
reserve over a quarter of the amount of stated capital; and

.there must remain an amount available for interim dividend payment.

Currently, NTT's articles do not have such a provision.

EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

The Foreign Exchange and Foreign Trade Law of Japan, as amended, and the
cabinet orders and ministerial ordinances issued thereunder (collectively, the
"Foreign Exchange Regulations") govern certain matters relating to the
acquisition and holding of shares of equity securities of Japanese corporations
by "non-residents of Japan" and "foreign investors" (as defined below). For
purposes of determining ownership interests, the Depositary is the deemed owner
of shares underlying ADRs.

"Non-residents of Japan" are defined as individuals who are not resident in
Japan and corporations whose principal offices are located outside Japan.
Generally, branches and other offices of Japanese corporations located outside
Japan are regarded as non-residents of Japan, but branches and other offices of
non-resident corporations located within Japan are regarded as residents of
Japan. "Foreign investors" are defined to be:

. individuals not resident in Japan;
. corporations which are organized under the laws of foreign countries or
whose principal offices are located outside Japan; and
. corporations not less than 50% of the shares of which are held by either
of the above persons or a majority of the officers (or officers having
the power of representation) of which are non-resident individuals.

Acquisition of Shares

Acquisition by a non-resident of Japan of shares of stock of a Japanese
corporation from a resident of Japan had generally required prior notification
by the acquiring person to MOF. An amendment to the Foreign Exchange and
Foreign Trade Control Law was enacted and took effect as of April 1, 1998. This
amendment abolished the prior notification requirement and was substituted by a
subsequent reporting requirement by the resident of Japan. Such subsequent
reporting by the resident of Japan is not required where:

.the amount of the purchase transaction of shares is (Yen)100 million or
less; or

. the purchase transaction is effected by certain financial institutions
acting as the agent or intermediary, as prescribed by the Foreign
Exchange Regulations.

Notwithstanding the foregoing, if the proposed transaction falls within the
category of "inward direct investment," the transaction is subject to
regulation. The term "inward direct investment" in relation to transactions in
shares means in relevant part: acquisition of shares of a listed corporation by
a foreign investor (whether from a resident, a non-resident or any other
foreign investor) the result of which would be such

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investor's holding directly or indirectly 10% or more of the total outstanding
shares of such corporation or (if such foreign investor already holds 10% or
more of the total outstanding shares of such corporation) acquisition of
additional shares in such corporation.

Whenever shares of NTT are acquired in a transaction which at such time falls
within the category of an inward direct investment requiring prior
notification, the foreign investor who makes such investment must file a prior
notification with MOF and other governmental ministries having jurisdiction
over the business of NTT 30 days prior to such transaction. When a prior
notification is required, the said ministries may recommend the modification or
abandonment of the proposed acquisition and, if the recommendation is not
accepted, order its modification or prohibition.

The acquisition of shares by non-resident shareholders by way of stock split
is not subject to any notification requirements.

American Depositary Shares

Neither the deposit of shares by a non-resident of Japan, the issuance of
ADRs evidencing the ADSs created by such deposit in exchange therefor nor the
withdrawal of the underlying shares upon surrender of ADRs is subject to any
formalities or restrictions referred to in the four preceding paragraphs,
except where as a result of such deposit or withdrawal, the aggregate number of
shares held by the Depositary or the holder surrendering ADRs, as the case may
be, would be 10% or more of the total outstanding shares, in which event prior
notification may be required as noted above.

Dividends and Proceeds of Sales

Under the Foreign Exchange Regulations, dividends paid on, and the proceeds
of sales in Japan of, shares held by non-residents of Japan may in general be
converted into any foreign currency and repatriated abroad.

Reporting of Substantial Shareholdings

The Securities and Exchange Law of Japan requires any person who has become,
beneficially and solely or jointly, a holder of more than 5% of the total
issued shares of a company listed on any Japanese stock exchange to file with
MOF within five business days a report concerning such shareholdings. A similar
report must also be made in respect of any subsequent change of 1% or more in
any such holding. For this purpose, shares issuable to such person upon
conversion of convertible securities or exercise of share subscription warrant
are taken into account in determining both the number of shares held by such
holder and the issuer's total share capital. Copies of each such report must
also be furnished to the issuer of such shares and all Japanese stock exchanges
on which the shares are listed.

Restrictions on Foreign Ownership

Pursuant to an amendment to the NTT Law which became effective as of August
1, 1992, foreign nationals and foreign corporations, which were previously
prohibited from owning the shares, are allowed to own shares. However, if the
aggregate amount of NTT's voting rights which may be owned by:

(1) any person who does not have Japanese nationality;

(2) any foreign government or any of its representatives;

(3) any foreign juridical person or association; and

(4) any juridical person or association

(x) which owns 10% or more of NTT's voting rights and

(y) 10% or more of the voting rights of which are owned by the persons
or bodies listed in (1) through (3) above

(the proportion of NTT's voting rights in this case is determined by
multiplying the proportion expressed in (x) by that expressed in (y))

is more than 20% of the NTT's total voting rights, then NTT is prohibited from
registering ownership of shares by such persons in excess of such limit.

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DESCRIPTION OF DEPOSIT AGREEMENT

An ADR is a negotiable certificate issued by a United States bank or trust
company acting as depositary. In the same way that a share certificate of a
U.S. issuer would evidence shares, an ADR evidences American depositary shares,
which are also referred to as ADSs. Each ADS represents an ownership interest
in 1/200th of one share of NTT, which shares are held in Japan on deposit by
the depositary or its agent for the benefit of holders of ADRs.

The terms of the ADRs are contained in the deposit agreement dated as of July
8, 1994 among NTT, Morgan Guaranty Trust Company of New York, as depositary,
and the holders of ADRs issued thereunder. The following is a summary of the
material provisions of the deposit agreement and, as such, it does not contain
all information that may be relevant to holders of ADRs. Investors should read
the entire deposit agreement (including the form of ADR) for complete
information. Copies of the deposit agreement are available at the principal
office of the depositary in New York, presently located at 60 Wall Street, New
York, New York 10260.

The depositary will issue ADRs based on the deposit of shares with The Bank
of Tokyo-Mitsubishi, Ltd. as custodian under the deposit agreement. In the case
of the ADRs to be issued under this prospectus, NTT will arrange with the
underwriters named on the cover hereof to deposit such shares. Deposited shares
will be represented by ADSs. If a holder's ownership interest is held through a
broker, dealer or other third party, such broker, dealer or third party will
provide documentation showing the holder's beneficial interest in the ADSs.
Only persons in whose names ADRs are registered on the books of the depositary
will be treated as holders of ADRs by the depositary and NTT. The term
"holders" shall refer only to persons in whose name ADRs are registered on the
books of the depositary. The depositary owes no duties to anyone other than NTT
and holders.

DEPOSIT OF SHARES AND ISSUANCE OF ADRS

Shares deposited in the future with the custodian must be accompanied by
certain documents, including instruments showing that such shares have been
properly transferred or endorsed to the person on whose behalf the deposit is
being made. The custodian will hold all deposited shares (including those being
deposited by or on behalf of NTT in connection with the offering to which this
prospectus relates) for the account of the depositary. Holders thus have no
direct ownership interest in the shares and only have such rights as are
contained in the deposit agreement. The custodian will also hold any additional
securities, property and cash received on or in substitution for the deposited
shares. The deposited shares and any such additional items are referred to as
"deposited securities."

Upon each deposit of shares, receipt of related delivery documentation and
compliance with the other provisions of the deposit agreement, including the
payment of the fees and charges of the depositary, the depositary will issue an
ADR or ADRs in the name of the person entitled thereto evidencing the number of
ADSs to which such person is entitled. Certificated ADRs will be delivered at
the depositary's principal New York office or any other location that it may
designate as its transfer office.

SURRENDER OF ADRS AND DELIVERY OF DEPOSITED SECURITIES

Holders are entitled to receive the deposited securities underlying the ADSs
upon surrender of certificated ADRs to the depositary with delivery
instructions for the deposited securities. In addition, holders must pay all
fees, taxes and governmental charges that may apply. Deposited securities are
normally delivered at the custodian's office unless the holder requests, at his
own risk and expense, that they be delivered to another place. The depositary
may only restrict the withdrawal of deposited securities in connection with:

. temporary delays caused by closing transfer books of the depositary or
NTT or the deposit of shares in connection with voting at a
shareholders' meeting, or the payment of dividends;
. the payment of fees, taxes and similar charges; or

. compliance with any U.S. or foreign laws or governmental regulations
relating to the ADRs.

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DISTRIBUTIONS ON DEPOSITED SECURITIES

NTT may make various types of distributions with respect to its securities.
Except as stated below, to the extent the depositary is legally permitted it
will deliver such distributions to holders in proportion to their interests in
the following manner:

. Cash: The depositary shall convert cash distributions from foreign
currency to U.S. dollars if this is permissible and can be done on a
reasonable basis. The depositary will endeavor to distribute such cash
in a practicable manner, and may deduct any taxes required to be
withheld, any expenses of converting foreign currency and transferring
funds to the United States, and certain other expenses and adjustments.

. Shares: In the case of a distribution in shares, the depositary will
issue additional ADRs to evidence the number of ADSs representing such
shares. Only whole ADSs will be issued. Any shares which would result in
fractional ADSs will be sold and the net proceeds will be distributed to
the holders entitled thereto. In addition, if the distribution results
in the issuance of fractional shares, the depositary will sell such
fractional shares to NTT under Japanese law.

. Rights: In the case of a distribution of rights to subscribe for
additional shares or other rights, if NTT provides satisfactory evidence
that the depositary may lawfully distribute such rights, the depositary
may arrange for holders to instruct the depositary as to the exercise of
such rights. However, if NTT does not furnish such evidence, the
depositary may:

.sell such rights if practicable and distribute the net proceeds as
cash; or

.allow such rights to lapse, whereupon holders of ADRs will receive
nothing.

NTT has no obligation to file a registration statement under the
Securities Act in order to make any rights available to holders. Any
sale or lapse of rights may reduce the holders' equity interest in NTT.

. Other Distributions: In the case of a distribution of securities or
property other than those described above, the depositary may either:

.distribute such securities or property in any manner it deems fair and
equitable; or

.sell such securities or property and distribute any net proceeds as
cash.

The depositary may choose any practical method of distribution for any
specific holder, including the distribution of foreign currency, securities or
property, or it may retain such items on behalf of the holder as deposited
securities.

There can be no assurances that the depositary will be able to convert any
currency at a specified exchange rate or sell any property, rights, shares or
other securities at a specified price, nor that any of such transactions can be
completed within a specified time period.

RESTRICTIONS ON FOREIGN OWNERSHIP

The NTT Law requires that certain foreign persons and entities must own, in
the aggregate, less than 20% of the voting securities of NTT. All shares held
as deposited securities under the deposit agreement are deemed to be owned by
foreign persons for purposes of this ownership limitation. The ownership
interests of ADR holders are subject to certain procedures for the enforcement
of this limitation, including the cancellation of ADSs and the forfeiture of
transfer rights, rights to give voting instructions and rights to receive
dividends. Holders are bound by NTT's interpretation of these procedures and
the foreign ownership limitation.

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NTT may decline to register shares presented by the custodian for
registration on the grounds that the foreign ownership limitation would be
exceeded. In such case, the depositary will use its best reasonable efforts to:

. determine the holder of the ADRs to which such shares relate;

. stop the transfer of such ADRs and disregard any voting instructions
given by the holder of such ADRs;

. notify the holder that such ADRs may not be transferred or voted and
that the depositary will, at its option, either deliver the underlying
shares to the holder or sell such shares on behalf of the holder;

. deliver either the underlying shares or the proceeds of any sale to the
holder of the ADRs; and

. cancel such ADRs.

If the depositary decides that it is not practicable to determine the holder
of such ADRs, then the depositary will use its best reasonable efforts to
purchase an equal number of additional ADRs, sell the shares whose registration
was refused, and cancel the ADRs to which such shares relate. The depositary is
entitled to reimbursement for all costs of purchasing the additional ADRs and
may deduct such costs from the net
proceeds of the sale of the shares. If there is any shortfall, the depositary
may deduct the same from distributions payable to ADR holders or may sell
deposited securities held under the deposit agreement and apply the proceeds
against such shortfall.

Under Japanese law, an ADR holder cannot assert any rights as a shareholder
against NTT, including voting and dividend rights, unless the shares which
underlie such holder's ADRs are registered in NTT's share register in the name
of the depositary. Since NTT registers the transfer of shares according to its
customary practice, the timing of the registration of deposited shares may be
affected by how frequently NTT effects registration at any given time.

RECORD DATES

The depositary may fix a record date for determining the holders who shall be
entitled to receive distributions, exercise voting rights, receive notices, or
act on other matters. Such record date will be as near as possible to the
corresponding record date set by NTT.

VOTING OF DEPOSITED SECURITIES

After receiving voting materials from NTT, the depositary will notify the
holders of any shareholder meeting or solicitation of consents or proxies. This
notice will describe how the holder may instruct the depositary to exercise the
voting rights for the shares which underlie such holder's ADRs. If the
depositary receives instructions on or before the date specified in the notice
to holders, the depositary will endeavor to vote the shares in accordance with
the holder's instructions. Under certain circumstances if the depositary does
not receive instructions by such date, the holder will be deemed to have
instructed the depositary to issue a discretionary proxy to NTT to vote the
underlying shares in favor of any proposals or recommendations of NTT. No votes
will be cast as to fractional shares, which shall be rounded down to the
nearest whole share. Because there is no guarantee that holders will receive
voting materials in time to instruct the depositary to vote, it is possible
that holders or persons who hold their ADRs through brokers, dealers or other
third parties will not have the opportunity to exercise their rights to vote.
The depositary will not itself exercise any voting discretion. Furthermore,
neither the depositary nor its agents are responsible for any failure to carry
out any voting instructions, for the manner in which any vote is cast or for
the effect of any vote.

INSPECTION OF TRANSFER BOOKS

The depositary will maintain books for the registration, transfer,
combination and split-up of ADRs. Such books will be available for inspection
by the holders for the purpose of communicating with holders in the interest of
the business of NTT or a matter related to the deposit agreement.

54
<PAGE>

CHANGES AFFECTING DEPOSITED SECURITIES

If NTT takes certain actions that affect the deposited securities, including
(1) any change in par value, split-up, consolidation, cancellation or other
reclassification of deposited securities and (2) any recapitalization,
reorganization, merger, consolidation, liquidation, receivership, bankruptcy or
sale of all or substantially all the assets of NTT, then the depositary may
choose to:

(1) amend the form of ADR;

(2) distribute additional or amended ADRs;

(3) distribute cash, securities or other property it has received in
connection with such actions;

(4) sell any securities or property received and distribute the proceeds
as cash; or

(5) none of the above.

If the depositary does not choose any of (1)-(4), any of the cash, securities
or other property it receives shall constitute part of the deposited securities
and each ADR will then represent a proportionate interest in such property.

AMENDMENT AND TERMINATION OF DEPOSIT AGREEMENT

NTT and the depositary may jointly amend the deposit agreement. The holders
must be given at least 30 days notice of any amendment that imposes or
increases any fees or charges (except for taxes and other charges specifically
payable by holders under the deposit agreement), or affects any substantial
existing right of holders. If a holder continues to hold ADRs after being so
notified, such holder is deemed to agree to such amendment. No amendment may
take away any holder's right cancel ADRs and to receive the deposited
securities underlying the ADRs, except in order to comply with requirements of
law.

If directed by NTT, the depositary shall terminate the deposit agreement by
giving the holders at least 30 days prior notice. The depositary may also
terminate the deposit agreement by providing such notice if it has resigned and
no successor has been appointed within 90 days after its resignation. After
termination, the depositary's only responsibility will be to deliver deposited
securities to holders who surrender their ADRs, and to hold or sell
distributions received on deposited securities. As soon as practicable after
the expiration of six months from the termination date, the depositary will
sell the deposited securities which remain and hold the net proceeds of such
sales, without liability for interest, in trust for the holders who have not
yet surrendered their ADRs. After making such sale, the depositary shall have
no obligations except to account for such proceeds and other cash.

CHARGES OF THE DEPOSITARY

Holders will be charged a fee for each issuance of ADRs, including issuances
resulting from distributions of shares, rights and other property, and for each
surrender of ADRs in exchange for deposited securities. The fee in each case is
$5.00 for each 100 ADSs (or any portion thereof) evidenced by the ADRs issued
or surrendered. Holders or persons depositing shares may also be charged the
following expenses:

. stock transfer or other taxes and other governmental charges;

. cable, telex and facsimile transmission and delivery charges;

. transfer or registration fees for the registration of transfer of
deposited securities on any applicable register in connection with the
deposit or withdrawal of deposited securities; and

. expenses of the depositary in connection with the conversion of foreign
currency into U.S. dollars.

55
<PAGE>

NTT will pay all other charges and expenses of the depositary and any agent
of the depositary (except the custodian) pursuant to agreements from time to
time between NTT and the depositary. Fees payable by holders and persons
depositing shares may be amended from time to time.

LIABILITY OF HOLDERS FOR TAXES

Holders must also pay any tax or other governmental charge payable by the
custodian or the depositary on any ADR, deposited security or distribution. If
a holder owes any tax or other governmental charge, the depositary may (1)
deduct the amount thereof from any cash distributions, or (2) sell deposited
securities and deduct the amount owing from the net proceeds of such sale. In
either case the holder remains liable for any shortfall. If any tax or
governmental charge is required to be withheld on any non-cash distribution,
the depositary may sell the distributed property or securities to pay such
taxes and distribute any remaining net proceeds to the holders entitled
thereto.

CONDITIONS TO THE ISSUANCE OF ADRS AND OTHER TRANSACTIONS

The depositary, the custodian or NTT may refuse to:

. issue, register or transfer an ADR or ADRs;

. effect a split-up or combination of ADRs;

. deliver distributions on any such ADRs; or

. permit the withdrawal of deposited securities (unless the deposit
agreement provides otherwise)

until the following conditions have been met:
. the holder has paid all taxes, governmental charges, and fees and
expenses as required in the deposit agreement;

. the holder has provided the depositary with any information it may deem
necessary or proper, including, without limitation, proof of identity
and the genuineness of any signature; and

. the holder has complied with such regulations as the depositary may
establish under the deposit agreement.

The depositary may also suspend the issuance of ADRs, the deposit of shares,
the registration, transfer, split-up or combination of ADRs, or the withdrawal
of deposited securities (unless the deposit agreement provides otherwise), if
the register for ADRs or any deposited securities is closed or if the
depositary or NTT decide any such action is advisable.

LIMITATIONS ON LIABILITY

The deposit agreement expressly limits the obligations and liability of the
depositary, NTT and their respective agents. The depositary and NTT will not be
liable:

. if they are prevented or hindered in performing any obligation by
circumstances beyond their control, including, without limitation,
requirements of law, the terms of the deposited securities, and acts of
God;

. for exercising or failing to exercise discretion under the deposit
agreement;

. if they perform their obligations without gross negligence or bad faith;
or

. for any action based on advice or information from legal counsel,
accountants, any person presenting shares for deposit, any holder, or
other qualified person.

56
<PAGE>

PRE-RELEASED ADRS

The depositary may issue ADRs not only against the deposit with the custodian
of shares (or rights to receive shares from NTT or any registrar, transfer
agent, clearing agent or similar entity), but also against the agreement by a
qualified third party to deliver to the depositary the shares within a
specified period of time. ADRs issued against such an agreement are called
"Pre-released ADRs." Pre-released ADRs may be issued only if:

. the depositary has received collateral for the full market value of the
Pre-released ADRs; and

. each recipient of Pre-released ADRs agrees in writing that he or she

(1) owns the underlying shares;

(2) assigns all rights in such shares to the depositary;

(3) holds such shares for the account of the depositary; and

(4) will deliver such shares to the custodian as soon as practicable,
and promptly if the depositary so demands.

In general, the number of Pre-released ADRs will not evidence more than 20%
of all ADSs outstanding at any given time (excluding those evidenced by Pre-
released ADRs). However, the depositary may change or disregard such limit from
time to time under certain circumstances.

THE DEPOSITARY

The depositary is Morgan Guaranty Trust Company of New York, a New York
banking corporation. Morgan Guaranty Trust Company of New York is a commercial
bank offering a wide range of banking and trust services to its customers in
the New York metropolitan area, throughout the United States and around the
world.

57
<PAGE>

CERTAIN TAX CONSIDERATIONS

JAPANESE TAXATION

The following is a summary, prepared by Tomotsune Kimura & Mitomi, of the
principal Japanese tax consequences to an owner of shares or ADSs who is an
individual not resident in Japan or a non-Japanese corporation. The statements
regarding Japanese tax laws set forth below are based on the laws in force and
as interpreted by the Japanese taxation authorities as of the date hereof and
are subject to changes in the applicable Japanese laws or double taxation
conventions occurring after that date. This summary is not exhaustive of all
possible tax considerations which may apply to a particular investor and
potential investors are advised to satisfy themselves as to the overall tax
consequences of the acquisition, ownership and disposition of shares or ADSs,
including specifically the tax consequences under Japanese law, the laws of the
jurisdiction of which they are resident, and any tax treaty between Japan and
their country of residence, by consulting their own tax advisors.

Generally, a non-resident of Japan (whether an individual or a corporation)
is subject to Japanese withholding tax on dividends paid by Japanese
corporations. Stock splits are not subject to Japanese income tax. However, a
transfer of retained earnings or legal reserve (but, in general, not additional
paid-in capital) to stated capital (whether made in connection with a stock
split or otherwise) is treated as a dividend payment to shareholders for
Japanese tax purposes and is, in general, subject to Japanese income tax. No
such transfer would be necessary in connection with a stock split if the total
par value of the shares in issue after the stock split does not exceed the
stated capital. NTT currently does not intend to transfer its retained earnings
to stated capital.

Under the Convention between the United States of America and Japan for the
Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect
to Tax on Income dated March 8, 1971 (the "Convention"), as currently in force,
the maximum rate of Japanese withholding tax which may be imposed on dividends
paid to a United States resident or corporation not having a "permanent
establishment" (as defined therein) in Japan is limited to:

(i) 15% of the gross amount actually distributed; or

(ii) if the recipient is a corporation, 10% of the gross amount actually
distributed, if

(a) during the part of the paying corporation's taxable year which
precedes the date of payment of the dividend and during the whole of
its prior taxable year (if any), at least 10% of the voting shares of
the paying corporation were owned by the recipient corporation, and

(b) not more than 25% of the gross income of the paying corporation
for such prior taxable year (if any) consists of interest or dividends
(as defined therein).

For purposes of the Convention and Japanese tax law, U.S. holders of ADRs
will be treated as the owners of the shares underlying the ADSs evidenced by
the ADRs.

In the absence of any applicable tax treaty, convention or agreement reducing
the maximum rate of withholding tax, the rate of Japanese withholding tax
applicable to dividends paid by Japanese corporations to non-residents of Japan
or non-Japanese corporations is 20%. At the date of this prospectus, Japan has
income tax treaties, conventions or agreements whereby the above mentioned
withholding tax rate is reduced, in most cases to 15% for portfolio investors
with, inter alia, Australia, Belgium, Canada, Denmark, Finland, France,
Germany, Ireland, Italy, Luxembourg, The Netherlands, New Zealand, Norway,
Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States
of America.

A non-resident holder who is entitled to a reduced rate of Japanese
withholding tax on payment of dividends by NTT is required to submit an
Application Form for Income Tax Convention regarding Relief from Japanese
Income Tax on Dividends in advance through NTT to the relevant tax authority
before payment of dividends. A standing proxy for a non-resident holder may
provide such application service. With respect to ADSs, such reduced rate is
applicable if the Depositary or its agent submits two Application Forms for
Income

58
<PAGE>

Tax Convention (one prior to payment of dividends, the other within eight
months after NTT's fiscal year-end). To claim such reduced rate a non-resident
holder of ADSs will be required to file proof of taxpayer status, residence and
beneficial ownership (as applicable) and to provide other information or
documents as may be required by the Depositary. A non-resident holder who does
not submit an application in advance will be entitled to claim the refund of
withholding taxes withheld in excess of the rate of an applicable tax treaty
from the relevant Japanese tax authority.

Gains derived from the sale outside Japan of shares or ADSs by a non-resident
of Japan, or from the sale of shares within Japan by a non-resident of Japan
not having a permanent establishment in Japan, are generally not subject to
Japanese income tax.

Japanese inheritance and gift taxes at progressive rates may be payable by an
individual who has acquired shares or ADSs as legatee, heir or donee even
though neither the individual nor the deceased nor donor is a Japanese
resident.

Generally, a transfer by a non-resident of Japan of shares on any Japanese
stock exchange is subject to a Japanese securities transaction tax which is
levied on the transferor at the rate of 0.1% (currently) of the aggregate
transfer prices. A transfer by a non-resident of Japan of ADSs on the NYSE is
not subject to the Japanese securities transaction tax provided the transferor
is outside Japan at the time of the transfer. Non-residents of Japan interested
in trading shares or ADSs through facilities other than the NYSE should seek
the advice of their own tax advisors as to Japanese securities transaction tax
or other tax consequences.

UNITED STATES FEDERAL INCOME TAXATION

The following discussion includes the opinion of Milbank, Tweed, Hadley &
McCloy as to the principal United States federal income tax consequences under
present law of an investment in the ADSs or the shares. This summary and
opinion applies only to investors that hold the ADSs or shares as capital
assets and that have the U.S. dollar as their functional currency. It is not
intended as tax advice to any particular investor, certain of which (such as
banks, insurance companies, dealers, tax-exempt entities, persons holding an
ADS or share as part of a straddle, hedging, conversion or integrated
transaction and holders of 10% or more of the voting shares of NTT) are subject
to special tax treatment. NTT believes, and the discussion therefore assumes,
that it is not and will not become a passive foreign investment company for
United States federal income tax purposes. PROSPECTIVE PURCHASERS SHOULD
CONSULT THEIR TAX ADVISORS ABOUT THE UNITED STATES FEDERAL, STATE AND LOCAL TAX
CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF ADSS OR
SHARES.

As used here, the term "U.S. holder" means a beneficial owner of ADSs or
shares that is (i) a United States citizen or resident, (ii) a domestic
corporation or partnership, (iii) a trust subject to the control of a U.S.
person and the primary supervision of a U.S. court or (iv) an estate the income
of which is subject to United States federal income taxation regardless of its
source. The term "non-U.S. holder" refers to any other holder of ADSs or
shares. If the obligations of the Depositary are performed in accordance with
the terms of the deposit agreement, holders of ADSs (or ADRs evidencing ADSs)
generally will be treated as the owners of the shares represented by those ADSs
(or ADRs evidencing ADSs).

Dividends and Other Distributions

Dividends (including the amount of any Japanese taxes withheld) paid with
respect to the ADSs or shares generally will be includible in the gross income
of a U.S. holder as ordinary income when the dividends are received by the
Depositary, in the case of ADSs, or by the U.S. holder, in the case of shares.
The dividends generally will be foreign source income but generally will be
treated separately, together with other items of "passive income" (or in the
case of certain holders, "financial services income") for foreign tax credit
limitation purposes. The dividends will not be eligible for the dividends-
received deduction allowed to corporations. Dividends paid in yen will be
includible in a U.S. dollar amount based on the exchange rate in

59
<PAGE>

effect on the date of receipt (which, in the case of ADSs, will be the date of
receipt by the Depositary). Any gain or loss recognized on a subsequent sale or
conversion of the yen for a different amount generally will be United States
source ordinary income or loss. Distributions to U.S. holders of additional
shares or rights to subscribe for shares will generally be subject to federal
income tax if, for example, a U.S. holder can elect to receive cash in lieu of
shares or rights, or, the distribution of shares or rights is not
proportionate.

A non-U.S. holder generally will not be subject to United States federal
income tax on dividends paid by NTT with respect to the ADSs or shares unless
such income is effectively connected with the conduct by the non-U.S. holder of
a trade or business within the United States (and is attributable to a
permanent establishment maintained in the United States by such non-U.S.
holder, if an applicable income tax treaty so requires as a condition for such
non-U.S. holder to be subject to United States taxation on a net income basis
in respect of income from shares or ADSs).

Capital Gains

U.S. holders will recognize capital gain or loss upon the sale or other
disposition of ADSs or shares (or rights to subscribe for shares) held by the
U.S. holder or the Depositary. U.S. holders will not recognize gain or loss on
deposits or withdrawals of shares in exchange for ADSs or on the exercise of
subscription rights. Gain recognized by a U.S. holder on a sale or other
disposition of shares or ADSs generally will be treated as U.S. source income.
Consequently, in the case of a disposition of shares or ADSs, the U.S. holder
may not be able to use the foreign tax credit for any Japanese tax imposed on
the gain unless it can apply the credit against tax due on income from foreign
sources. Because of a lack of clarity under current law, Milbank, Tweed, Hadley
& McCloy is unable to express an opinion regarding whether any loss would be
treated as United States or foreign source for foreign tax credit purposes. If
such a loss were treated as foreign source for foreign tax credit purposes, the
amount of the U.S. holder's allowable foreign tax credit may be reduced.

A non-U.S. holder of ADSs or shares will not be subject to United States
federal income tax on gain from the sale or other disposition of ADSs or shares
unless (i) such gain is effectively connected with the conduct of a trade or
business within the United States (and is attributable to a permanent
establishment maintained in the United States by such non-U.S. holder, if an
applicable income tax treaty so requires as a condition for such non-U.S.
holder to be subject to United States taxation on a net income basis in respect
of gain from the sale or other disposition of shares or ADSs) or (ii) the non-
U.S. holder is an individual who is present in the United States for at least
183 days during the taxable year of the disposition and certain other
conditions are met.

Information Reporting and Backup Withholding

Dividends in respect of the ADSs or shares and the proceeds from the sale,
exchange, or redemption of the ADSs or shares may be reported to the United
States Internal Revenue Service if paid to noncorporate holders. A 31% backup
withholding tax also may apply to amounts paid to noncorporate holders unless
they provide an accurate taxpayer identification number, a properly executed
U.S. Internal Revenue Service Form W-8 or otherwise establish a basis for
exemption. The amount of any backup withholding from a payment to a U.S. holder
will be allowed as a credit against the U.S. holder's United States federal
income tax liability. The requirements for establishing an exemption from
information reporting and backup withholding will change for payments made
after December 31, 1999.

EXPERTS

The financial statements of NTT as of March 31, 1998 and 1997 and for each of
the three years in the period ended March 31, 1998, included herein and
incorporated in this prospectus by reference to the Annual Report on Form 20-F
of NTT for the year ended March 31, 1998, have been so included and
incorporated in reliance on the report of Price Waterhouse, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

60
<PAGE>

VALIDITY OF SECURITIES

The validity of the ADSs will be passed upon on behalf of NTT by Milbank,
Tweed, Hadley & McCloy, MOF by Davis Polk & Wardwell and the underwriters by
Sullivan & Cromwell. The validity of the shares underlying such ADSs will be
passed upon by Tomotsune Kimura & Mitomi, Japanese counsel to NTT, and
Tsunematsu Yanase & Sekine, Japanese counsel to the Underwriters. In giving
their opinions, Milbank, Tweed, Hadley & McCloy, Davis Polk & Wardwell and
Sullivan & Cromwell may rely as to matters of Japanese law upon the opinions of
Tomotsune Kimura & Mitomi and Tsunematsu Yanase & Sekine, and Tomotsune Kimura
& Mitomi and Tsunematsu Yanase & Sekine may rely as to matters of New York law
upon the opinions of Milbank, Tweed, Hadley & McCloy, Davis Polk & Wardwell and
Sullivan & Cromwell. All statements in this prospectus with respect to or
involving matters of Japanese law have been passed upon by Tomotsune Kimura &
Mitomi and Tsunematsu Yanase & Sekine, and are stated herein on their
authority. Statements as to United States taxation in this prospectus under the
caption "Certain Tax Considerations--United States Federal Income Taxation"
includes the opinion of Milbank, Tweed, Hadley & McCloy and are stated herein
on their authority.

61
<PAGE>

NIPPON TELEGRAPH AND TELEPHONE CORPORATION AND ITS SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Consolidated Financial Statements:
Report of Independent Accountants....................................... F-2
Consolidated Balance Sheets at March 31, 1997 and 1998.................. F-3
Consolidated Statement of Income for the three years ended March 31,
1998................................................................... F-5
Consolidated Statement of Shareholders' Equity for the three years ended
March 31, 1998......................................................... F-6
Consolidated Statement of Cash Flows for the three years ended March 31,
1998................................................................... F-7
Notes to Consolidated Financial Statements.............................. F-8
Unaudited Interim Consolidated Financial Statements:
Unaudited Consolidated Balance Sheet at September 30, 1998..............
Unaudited Consolidated Statement of Income for the six month periods
ended September 30, 1997 and 1998......................................
Unaudited Consolidated Statement of Cash Flows for the six month periods
ended September 30, 1997 and 1998......................................
Notes to the Unaudited Interim Consolidated Financial Statements........
Pro Forma Financial Statements:
Pro Forma Unaudited Condensed Consolidated Balance Sheet at March 31,
1998................................................................... P-2
Pro Forma Unaudited Condensed Consolidated Statement of Income for the
year ended March 31, 1998.............................................. P-5
Pro Forma Unaudited Condensed Consolidated Balance Sheet at September
30, 1998...............................................................
Pro Forma Unaudited Condensed Consolidated Statement of Income for the
six months ended September 30, 1998....................................
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Board of Directors of Nippon Telegraph and Telephone
Corporation

In our opinion, the consolidated financial statements, expressed in yen,
listed in the accompanying index present fairly, in all material respects, the
financial position of Nippon Telegraph and Telephone Corporation and its
subsidiaries at March 31, 1997 and 1998, and the results of their operations
and their cash flows for each of the three years in the period ended March 31,
1998, in conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards in Japan
and in the United States of America which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

Price Waterhouse

Tokyo, Japan
June 26, 1998, except for Note 3 as to which the date is October 1, 1998

F-2
<PAGE>

NIPPON TELEGRAPH AND TELEPHONE CORPORATION
AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
MARCH 31

<TABLE>
<CAPTION>
1997 1998 1998
--------------- --------------- ------------
MILLIONS OF YEN MILLIONS OF
U.S. DOLLARS
(NOTE 3)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents
(Notes 5 and 19)............. (Yen) 821,140 (Yen) 913,236 $ 6,765
Notes and accounts receivable,
trade (Notes 4 and 19)....... 930,792 1,085,381 8,040
Allowance for doubtful
accounts..................... (26,363) (35,816) (265)
Inventories (Note 6).......... 231,407 223,776 1,657
Prepaid expenses and other
current assets (Note 11)..... 353,332 417,900 3,095
--------------- --------------- --------
Total current assets........ 2,310,308 2,604,477 19,292
--------------- --------------- --------
Property, plant and equipment
(Notes 9 and 15):
Telecommunications equipment.. 10,925,837 11,633,361 86,173
Telecommunications service
lines........................ 11,496,236 11,722,358 86,833
Buildings and structures...... 4,557,920 4,763,092 35,282
Machinery, vessels and tools.. 1,902,698 1,997,359 14,795
Land.......................... 579,140 609,186 4,513
Construction in progress...... 688,448 639,262 4,735
--------------- --------------- --------
30,150,279 31,364,618 232,331
Accumulated depreciation...... (18,494,511) (19,359,256) (143,402)
--------------- --------------- --------
11,655,768 12,005,362 88,929
--------------- --------------- --------
Investments and other assets:
Investments in affiliated
companies.................... 113,762 201,945 1,496
Marketable securities and
other investments
(Note 7)..................... 154,947 124,910 925
Intangible and other assets
(Note 8)..................... 1,654,289 1,904,503 14,107
Deferred income taxes (Note
11).......................... 586,020 511,334 3,788
--------------- --------------- --------
2,509,018 2,742,692 20,316
--------------- --------------- --------
(Yen)16,475,094 (Yen)17,352,531 $128,537
=============== =============== ========
</TABLE>

The accompanying notes are an integral part of these statements.

F-3
<PAGE>

NIPPON TELEGRAPH AND TELEPHONE CORPORATION
AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

MARCH 31

<TABLE>
<CAPTION>
1997 1998 1998
--------------- --------------- ------------
MILLIONS OF YEN MILLIONS OF
U.S. DOLLARS
(NOTE 3)
<S> <C> <C> <C>
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current liabilities:
Short-term borrowings (Notes 9
and 19)...................... (Yen) 387,544 (Yen) 456,995 $ 3,385
Current portion of long-term
debt (Notes 9 and 19)........ 667,964 825,422 6,114
Accounts payable, trade (Notes
4 and 19).................... 1,115,840 1,131,444 8,381
Accrued payroll (Note 19)..... 427,276 494,387 3,662
Accrued interest.............. 54,054 55,976 415
Accrued taxes on income....... 224,870 188,616 1,397
Accrued consumption tax (Note
12).......................... 27,295 99,813 740
Advances received............. 49,521 72,117 534
Other......................... 118,954 121,056 897
--------------- --------------- --------
Total current liabilities... 3,073,318 3,445,826 25,525
--------------- --------------- --------
Long-term liabilities:
Long-term debt (Notes 9 and
19).......................... 4,542,012 4,776,109 35,379
Obligations under capital
leases (Note 15)............. 452,968 473,681 3,508
Liability for employees'
severance payments (Note
10).......................... 2,795,089 2,890,761 21,413
Other (Note 11)............... 166,179 166,186 1,231
--------------- --------------- --------
7,956,248 8,306,737 61,531
--------------- --------------- --------
Minority interest in
consolidated subsidiaries...... 105,118 136,040 1,008
--------------- --------------- --------
Shareholders' equity (Note 13):
Common stock, (Yen)50,000 par
value--
Authorized--62,400,000 shares
Issued and outstanding--
15,912,000 shares........... 795,600 795,600 5,893
Additional paid-in capital.... 2,530,476 2,530,476 18,744
Legal reserve................. 94,140 102,678 761
Unrealized loss on securities
(Note 7)..................... (4,648) (20,061) (149)
Foreign currency translation
adjustments.................. -- 4,030 30
Retained earnings............. 1,924,842 2,051,205 15,194
--------------- --------------- --------
5,340,410 5,463,928 40,473
--------------- --------------- --------
Commitments and contingent
liabilities (Note 20)..........
--------------- --------------- --------
(Yen)16,475,094 (Yen)17,352,531 $128,537
=============== =============== ========
</TABLE>

The accompanying notes are an integral part of these statements.

F-4
<PAGE>

NIPPON TELEGRAPH AND TELEPHONE CORPORATION AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

YEAR ENDED MARCH 31

<TABLE>
<CAPTION>
1996 1997 1998 1998
-------------- -------------- -------------- ------------
MILLIONS OF YEN MILLIONS OF
U.S. DOLLARS
(NOTE 3)
<S> <C> <C> <C> <C>
Operating revenues (Note
4):
Telephone............. (Yen)5,557,674 (Yen)6,038,146 (Yen)6,306,034 $46,711
Telegraph............. 96,746 98,683 92,211 683
Leased circuit........ 393,415 428,715 488,160 3,616
Data communication
facility............. 301,365 337,934 372,765 2,761
Sale of
telecommunication
equipment............ 606,102 889,834 969,586 7,182
Miscellaneous......... 953,341 1,028,470 1,221,257 9,047
-------------- -------------- -------------- -------
7,908,643 8,821,782 9,450,013 70,000
-------------- -------------- -------------- -------
Operating expenses
(Notes 4 and 16):
Personnel............. 2,285,502 2,266,599 2,345,609 17,375
Depreciation,
amortization and
maintenance costs.... 2,809,602 2,998,550 3,185,044 23,593
Other................. 2,117,388 2,787,158 3,047,315 22,572
-------------- -------------- -------------- -------
7,212,492 8,052,307 8,577,968 63,540
-------------- -------------- -------------- -------
Operating income........ 696,151 769,475 872,045 6,460
-------------- -------------- -------------- -------
Other expenses (income):
Interest and
amortization of bond
discounts and issue
costs................ 268,032 253,950 235,363 1,743
Interest income....... (2,066) (1,839) (2,086) (15)
Gains on sale of
subsidiary stocks
(Note 17)............ (98,011) -- -- --
Other, net............ (16,943) 7,591 (16,764) (124)
-------------- -------------- -------------- -------
151,012 259,702 216,513 1,604
-------------- -------------- -------------- -------
Income before income
taxes.................. 545,139 509,773 655,532 4,856
-------------- -------------- -------------- -------
Income taxes (Note 11):
Current............... 274,409 359,005 362,910 2,688
Deferred.............. (1,435) (98,078) 55,366 410
-------------- -------------- -------------- -------
272,974 260,927 418,276 3,098
-------------- -------------- -------------- -------
Income before minority
interest............... 272,165 248,846 237,256 1,758
Minority interest in
consolidated
subsidiaries........... (6,124) (11,718) (32,275) (239)
Equity in earnings of
affiliated companies... 7,605 14,329 9,479 70
-------------- -------------- -------------- -------
Net Income.............. (Yen) 273,646 (Yen) 251,457 (Yen) 214,460 $ 1,589
============== ============== ============== =======
<CAPTION>
YEN U.S. DOLLARS
(NOTE 3)
<S> <C> <C> <C> <C>
Per share of common
stock:
Net income............ (Yen) 17,197 (Yen) 15,803 (Yen) 13,478 $ 100
-------------- -------------- -------------- -------
Cash dividends,
applicable to
earnings for the year
(Note 13)............ (Yen) 4,902 (Yen) 5,000 (Yen) 5,000 $ 37
-------------- -------------- -------------- -------
</TABLE>

The accompanying notes are an integral part of these statements.

F-5
<PAGE>

NIPPON TELEGRAPH AND TELEPHONE CORPORATION
AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

YEAR ENDED MARCH 31

<TABLE>
<CAPTION>
1996 1997 1998 1998
-------------- -------------- -------------- ------------
MILLIONS OF YEN MILLIONS OF
U.S. DOLLARS
(NOTE 3)
<S> <C> <C> <C> <C>
Common stock (Note 13):
At beginning of year.. (Yen) 780,000 (Yen) 795,600 (Yen) 795,600 $ 5,893
Capitalization of
additional paid-in
capital.............. 15,600 -- -- --
-------------- -------------- -------------- -------
At end of year........ 795,600 795,600 795,600 5,893
-------------- -------------- -------------- -------
Additional paid-in
capital (Note 13):
At beginning of year.. 2,546,076 2,530,476 2,530,476 18,744
Transfer to common
stock................ (15,600) -- -- --
-------------- -------------- -------------- -------
At end of year........ 2,530,476 2,530,476 2,530,476 18,744
-------------- -------------- -------------- -------
Legal reserve (Note 13):
At beginning of year.. 77,689 85,602 94,140 698
Change during the
year................. 7,913 8,538 8,538 63
-------------- -------------- -------------- -------
At end of year........ 85,602 94,140 102,678 761
-------------- -------------- -------------- -------
Unrealized gain (loss)
on securities (Note 7):
At beginning of year.. 22,923 22,959 (4,648) (35)
Change during the
year................. 36 (27,607) (15,413) (114)
-------------- -------------- -------------- -------
At end of year........ 22,959 (4,648) (20,061) (149)
-------------- -------------- -------------- -------
Foreign currency
translation
adjustments:
At beginning of year.. -- -- -- --
Change during the
year................. -- -- 4,030 30
-------------- -------------- -------------- -------
At end of year........ -- -- 4,030 30
-------------- -------------- -------------- -------
Retained earnings (Note
13):
At beginning of year.. 1,573,749 1,761,482 1,924,842 14,258
Appropriations--
Cash dividends
((Yen)2,451 in
1996, (Yen)2,500 in
1997 and
(Yen)2,500--$19 in
1998 per share).... (39,000) (39,780) (39,780) (295)
Transfer to legal
reserve............ (4,013) (4,560) (4,560) (34)
Interim distribution--
Cash dividends
((Yen)2,451 in
1996, (Yen)2,500 in
1997 and
(Yen)2,500--$19 in
1998 per share).... (39,000) (39,779) (39,779) (295)
Transfer to legal
reserve............ (3,900) (3,978) (3,978) (29)
Net income............ 273,646 251,457 214,460 1,589
-------------- -------------- -------------- -------
At end of year........ 1,761,482 1,924,842 2,051,205 15,194
-------------- -------------- -------------- -------
Shareholders' equity at
end of year............ (Yen)5,196,119 (Yen)5,340,410 (Yen)5,463,928 $40,473
============== ============== ============== =======
</TABLE>

The accompanying notes are an integral part of these statements.

F-6
<PAGE>

NIPPON TELEGRAPH AND TELEPHONE CORPORATION
AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

YEAR ENDED MARCH 31

<TABLE>
<CAPTION>
1996 1997 1998 1998
------------ ------------ ------------ ------------
MILLIONS OF YEN MILLIONS OF
U.S. DOLLARS
(NOTE 3)
<S> <C> <C> <C> <C>
Cash flows from
operating activities:
Net income............ (Yen)273,646 (Yen)251,457 (Yen)214,460 $ 1,589
Adjustments to
reconcile net income
to net cash provided
by operating
activities--
Depreciation and
amortization......... 1,909,768 2,093,314 2,281,843 16,903
Deferred taxes........ (1,435) (98,078) 55,366 410
Loss on sale or
disposal of property,
plant and equipment.. 210,174 213,040 164,691 1,220
Gains on sales of
subsidiary stocks
(Note 17)............ (98,011) -- -- --
(Increase) decrease in
notes and accounts
receivable, trade.... (351,331) 131,339 (145,136) (1,075)
(Increase) decrease in
inventories.......... (35,963) (66,917) 7,631 57
(Increase) decrease in
other current
assets............... (42,475) 3,724 (11,712) (87)
Increase in accounts
payable, trade and
accrued payroll...... 266,608 140,919 125,000 926
Increase in accrued
consumption tax...... 1,099 515 72,518 537
Increase (decrease) in
advances received.... (59,167) 12,762 22,596 167
Increase (decrease) in
accrued taxes on
income............... 186,866 (7,995) (36,290) (269)
Increase (decrease) in
liability for
employees' severance
payments, net of
deferred pension
costs................ 53,989 22,394 (16,293) (121)
Increase (decrease) in
other long-term
liabilities.......... (7,876) (56,968) 1,054 8
Other................. 886 11,202 (5,121) (38)
------------ ------------ ------------ --------
Net cash provided by
operating
activities.......... 2,306,778 2,650,708 2,730,607 20,227
------------ ------------ ------------ --------
Cash flows from
investing activities:
Payments for property,
plant and equipment.. (2,244,576) (2,612,878) (2,685,961) (19,896)
Proceeds from sale of
property, plant and
equipment............ 18,327 9,517 10,827 80
Acquisition of
investments in
affiliates and
intangible and other
assets............... (239,114) (258,123) (233,813) (1,732)
Proceeds from sales of
subsidiary stocks
(Note 17)............ 178,770 -- -- --
------------ ------------ ------------ --------
Net cash used in
investing
activities.......... (2,286,593) (2,861,484) (2,908,947) (21,548)
------------ ------------ ------------ --------
Cash flows from
financing activities:
Proceeds from issuance
of long-term debt.... 897,665 1,136,896 1,047,974 7,763
Payments for
settlement of long-
term debt............ (817,980) (804,385) (706,388) (5,233)
Dividends paid........ (78,000) (79,559) (79,559) (589)
Net increase
(decrease) in short-
term borrowings and
other................ 34,325 140,322 8,409 62
------------ ------------ ------------ --------
Net cash provided by
financing
activities.......... 36,010 393,274 270,436 2,003
------------ ------------ ------------ --------
Net increase in cash
and cash equivalents.. 56,195 182,498 92,096 682
Cash and cash
equivalents at
beginning of year..... 582,447 638,642 821,140 6,083
------------ ------------ ------------ --------
Cash and cash
equivalents at end of
year.................. (Yen)638,642 (Yen)821,140 (Yen)913,236 $ 6,765
============ ============ ============ ========
Cash paid during the
year for:
Interest.............. (Yen)269,416 (Yen)258,748 (Yen)233,344 $ 1,728
------------ ------------ ------------ --------
Income taxes.......... (Yen) 87,803 (Yen)361,641 (Yen)400,860 $ 2,969
------------ ------------ ------------ --------
Capital lease
obligations incurred
during the year....... (Yen) 52,126 (Yen) 56,631 (Yen) 99,975 $ 741
------------ ------------ ------------ --------
</TABLE>

The accompanying notes are an integral part of these statements.

F-7
<PAGE>

NIPPON TELEGRAPH AND TELEPHONE CORPORATION
AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS:

Nippon Telegraph and Telephone Corporation ("the Company") is primarily
engaged in the provision of nationwide telecommunications services in Japan.
The Company and its subsidiaries' services fall into six major classes:
telephone services, telegraph services, leased circuit services, data
communication facility services, sale of telecommunication equipment and other
services.

In June 1997, the Japanese Diet passed the Law Concerning Partial Revision to
the Nippon Telegraph and Telephone Corporation Law ("the Revision Law"). This
Revision Law implements a plan proposed by the Ministry of Posts and
Telecommunications, and accepted in principle by the Company, to reorganize the
Company. Under the Revision Law, the Company will continue to exist but will
operate primarily as a holding company with its businesses reorganized into
three newly established companies, two regional telecommunications companies
and a long distance telecommunications company. The Revision Law also allows
the Company to enter, through one or more subsidiaries, the international
telecommunications business before the reorganization of the Company upon
approval of the Minister of Posts and Telecommunications ("the MPT").

In December 1997, the Ministry of Posts and Telecommunications announced "the
Basic Principles Concerning the Transfer of the Business Activities and
Succession of the Rights and Obligations of Nippon Telegraph and Telephone
Corporation." The Company will prepare "the Implementation Plans Concerning the
Transfer of the Business Activities and Succession of the Rights and
Obligations of Nippon Telegraph and Telephone Corporation" in accordance with
the Basic Principles. Matters concerning the transfer of business, which is the
precondition of reorganization, will be presented to shareholders at the
ordinary general meeting of shareholders in June 1999.

The Company plans to take advantage of the opportunities presented by the
Revision Law to effectively compete in extremely challenging international
markets, actively promote expansion of global telecommunications and multimedia
businesses, and further enhance its operations. At this time, however, the
ultimate effect of the implementation of the New Law on the financial position
and results of operations of the Company cannot be determined.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Company and its subsidiaries in Japan maintain their records and prepare
their statutory financial statements in accordance with the Japanese Commercial
Code by applying accounting principles generally accepted in Japan (Japanese
GAAP). The Company, as a regulated company, also follows the NTT Law, the
Telecommunications Business Law ("the Telecom Business Law") and other related
accounting regulations for preparing such financial statements.

The accompanying consolidated financial statements incorporate certain
adjustments and reclassifications relating to (1) the tax effects of temporary
differences, (2) compensated absences and severance lump-sum and pension
payments, (3) foreign currency translation, (4) capital leases, (5) unrealized
gains and losses on debt and equity securities and certain other items to
conform with accounting principles generally accepted in the United States of
America. These adjustments were not recorded in the statutory books of account.

Significant accounting policies, after reflecting adjustment for the above,
are as follows:

BASIS OF CONSOLIDATION AND ACCOUNTING FOR INVESTMENTS IN AFFILIATED
COMPANIES--

The consolidated financial statements include the accounts of the Company and
those of its majority-owned subsidiaries. All significant intercompany
transactions and accounts are eliminated in consolidation.

F-8
<PAGE>

Investments in 20 to 50 percent-owned companies, in which the ability to
exercise significant influence exists, are stated at cost plus equity in
undistributed earnings.

On occasion, a subsidiary may issue its shares to third parties at amounts
per share in excess of or less than the Company's average per share carrying
value. With respect to such transactions, the resulting gains or losses arising
from a change in interest are recorded in income for the year in which the
change in interest transaction occurs.

The excess of cost over underlying equity at acquisition dates of investments
in subsidiaries and affiliated companies, if significant in amount, is
amortized over five years.

ACCOUNTING UNDER REGULATION--

The Company is currently subject to regulations under the Telecom Business
Law and accordingly, has adopted Statement of Financial Accounting Standards
No. 71 ("SFAS 71"), "Accounting for the Effects of Certain Types of
Regulation", which requires that the effects of the rate-making process be
recorded. Such effects concern mainly the time at which various items enter
into the determination of net income in order to follow the principle of
matching costs and revenues. These timing differences can create "regulatory
assets." These regulatory assets included in the accompanying consolidated
financial statements are listed and discussed below:

<TABLE>
<CAPTION>
1997 1998 1998
------------ ------------ ------------
MILLIONS OF YEN MILLIONS
OF
U.S. DOLLARS
<S> <C> <C> <C>
Regulatory assets due to:
Deferred compensated absences*........ (Yen)160,389 (Yen)132,538 $ 982
Deferred severance lump-sum and
pension payments**................... 573,696 603,337 4,469
Unamortized purchases of the leased
assets under SFAS 13................. 108,309 110,995 822
------------ ------------ ------
(Yen)842,394 (Yen)846,870 $6,273
============ ============ ======
</TABLE>
- --------
* Included in "Prepaid expenses and other current assets" in the accompanying
consolidated financial statements
** Included in "Intangible and other assets" in the accompanying consolidated
financial statements

Accrual for employees' compensated absences is reflected in the accompanying
consolidated financial statements and, as the Company expects to recover such
costs through the regulatory process when such amounts are paid, the related
deferred charges are reflected in the accompanying consolidated financial
statements.

Deferred severance lump-sum and pension payments above represent differences
between the Company's severance lump-sum and pension payments calculated under
Japanese GAAP and costs determined under the provisions of Statement of
Financial Accounting Standards No. 87 ("SFAS 87"), "Employers' Accounting for
Pensions". The Company expects to recover such differences through the
regulatory process when such amounts are accrued in accordance with Japanese
GAAP.

Certain leases qualifying as capital leases are capitalized and related lease
obligations are reflected in the accompanying financial statements. As required
by the SFAS 71, the leased assets of the Company are amortized to the extent of
the amount equal to rental expenses less interest on the lease obligations.

In order to promote further competition in the telecommunications market, and
as part of the Government's overall policy toward deregulation, the Telecom
Business Law was revised in May 1998. Under the revised Law, Type I Carriers
need not obtain approval from MPT but only notify MPT of their rates. For
certain services to be provided by such carriers with "designated
telecommunications facilities" and to be specified in an ordinance of the
Ministry of Posts and Telecommunications, a price-cap system will be

F-9
<PAGE>

introduced. Under the price-cap system, an index will be annually fixed by MPT,
and if the increase ratio of a new rate does not exceed such index, such
carriers need not obtain approval from MPT but only notify MPT of their rates.
The Revised Law will become effective at a date to be established by Cabinet
order not later than November 7, 1998. It is expected that until the
reorganization, rates for regional telecommunications services provided by the
Company will continue to be subject to MPT approval, while rates for such
services provided by the regional companies after the reorganization will be
subject to the price-cap system. Management, however, believes that the Company
currently meets the criteria for continued application of SFAS 71 but will
continue to evaluate significant changes on the Japanese regulatory and
competitive environment to assess the Company's overall compliance with
SFAS 71.

ESTIMATES--

The preparation of the Company's consolidated financial statements in
conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION--

Revenue from telecommunications services mainly represent telephone service
revenues. Telephone service revenues are recorded at the time billings are made
to customers based on seconds of traffic processed plus basic fees, on a
monthly billing cycle basis. Sales of telecommunications equipment are
recognized when products are delivered. Other telecommunications services
revenues are recorded when the services are rendered to customers.

CASH AND CASH EQUIVALENTS--

Cash in excess of daily requirements is invested in temporary cash
equivalents mainly consisting of time deposits and marketable bonds of the
Government of Japan, commercial paper and certificates of deposit purchased
under agreements to resell, all of which are low-risk, short-term financial
instruments readily convertible to known amounts of cash and having an original
maturity of three months or less. Such instruments are deemed to be cash
equivalents for the purpose of the statement of cash flows.

FOREIGN CURRENCY TRANSLATION--

All asset and liability accounts of foreign subsidiaries and affiliates are
translated into Japanese yen at appropriate year-end current rates and all
income and expense accounts are translated at rates that approximate those
rates prevailing at the time of transactions. The resulting translation
adjustments are accumulated as a component of shareholders' equity.

MARKETABLE SECURITIES--

Unrealized gains and losses on equity securities designated as available-for-
sale, whose fair values are readily determinable, are reported in a separate
component of shareholders' equity, net of applicable taxes. Debt securities
designated as held-to-maturity are carried at amortized cost and are reduced to
net realizable value for other than temporary declines in market value.
Realized gains and losses which are determined on the average cost method are
reflected in income.

INVENTORIES--

Inventories are stated at cost, not in excess of market, cost being
determined by the "average cost" basis. Projects in progress, which mainly
relate to software production based on contracts with customers, are stated at
the lower of cost or estimated realizable value, cost being determined as the
accumulated production cost for contract items and on a first-in first-out
basis for other items.

F-10
<PAGE>

PROPERTY, PLANT AND EQUIPMENT AND DEPRECIATION--

Property, plant and equipment is stated at cost (including contract price,
direct labor charges and other related overhead), which is determined in
accordance with applicable accounting regulations. The regulations provide that
the cost of funds used during construction for telecommunications equipment
does not constitute allowable cost for capitalization and that customers'
contributions received by the Company in connection with installation of
telecommunications service lines are deducted from the cost of service lines.
Depreciation is computed principally using a declining-balance method at rates
based on estimated useful lives of the assets with the exception of buildings
for which the straight-line method is generally used. With minor exceptions,
the estimated useful lives of depreciable properties are as follows:

<TABLE>
<S> <C>
Telecommunications equipment.................................. 5 to 42 years
Telecommunications service lines.............................. 10 to 27 years
Buildings and structures...................................... 3 to 75 years
Machinery, vessels and tools.................................. 2 to 17 years
</TABLE>

Maintenance and repairs, including minor renewals and betterments, are
charged to income as incurred.

LIABILITY FOR EMPLOYEES' SEVERANCE PAYMENTS--

Employees whose services with the Company and its subsidiaries are terminated
are normally entitled to lump-sum severance payments or pension payments as
described below, determined by reference to the current basic rate of pay,
length of service and conditions under which the termination occurs. Under
normal circumstances, the minimum payment is an amount based on voluntary
retirement. Employees receive additional benefits on involuntary retirement. As
a result of the plan amendment made in the fiscal year ended March 31, 1993,
which resulted in unrecognized prior service costs at March 31, 1993, employees
receive further benefits if they retire between the ages of 45 and 55 with 10
years or more of service with the Company.

In the fiscal year ended March 31, 1993, the Company and certain subsidiaries
established a non-contributory funded pension plan with insurance companies and
trust companies. The benefits under the plan cover 28 percent of the
indemnities under existing regulations to employees who are more than 50 years
old and will be retiring after twenty or more years of service. Retirement
benefits are payable, at the option of the employee, in monthly installments or
in a lump-sum.

Through March 31, 1997 substantially all employees of the Company and its
subsidiaries in Japan were eligible to receive severance payments under the NTT
Severance Payment Plan and pension payments under the NTT Mutual Aid Plan. The
funded status of the Company's Employees' Severance Payments at March 31, 1997
related solely to the NTT Severance Payment Plan.

As part of the Japanese social insurance scheme restructuring, the Japanese
Welfare Pension Insurance Law was amended effective April 1, 1997 to convert
the NTT Mutual Aid Plan, which was administered by the Public Corporation
Employee Mutual Aid Association Law, into a government-sponsored welfare
pension plan under the Japanese Welfare Pension Insurance Law. At the same
time, the Company established the NTT Kosei Nenkin Kikin ("the NTT group
companies' welfare pension plan"), a defined benefit pension plan to which both
the Company and the employees make contributions and which is regulated by the
Japanese Welfare Pension Insurance Law. The NTT Severance Payment Plan was not
affected.

Effective April 1, 1997, a portion of the obligation under the NTT Mutual Aid
Plan and related assets was transferred to the NTT group companies' welfare
pension plan by the Japanese government. The NTT Mutual Aid Plan was considered
a multi-employer plan as defined by Statement of Financial Accounting Standards
No. 87 ("SFAS 87") "Employers' Accounting Pensions" and accordingly, expense
was recognized as

F-11
<PAGE>

contributions were owed to such plan. Because the Japanese government accounted
for the assets and liabilities under such plan under a method other than that
required by SFAS 87, the Company had an actuary value the plan's assets and
liabilities pursuant to the provisions of SFAS 87. Pursuant to the provisions
of SFAS 87, the fair value of the assets transferred to the plan was (Yen)629
billion and the actuarial present value of benefit obligations (vested benefit,
accumulated benefit and projected benefit obligations) as of April 1, 1997 were
(Yen)279 billion, (Yen)281 billion and (Yen)495 billion, respectively.
Substantially all of the difference between the assets and the actuarial
present value of the projected benefit obligations was reflected as a reduction
of regulatory assets.

ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS--

Effective April 1, 1996, the Company adopted Statement of Financial
Accounting Standards No. 121 ("SFAS 121"), "Accounting for Impairment of Long-
Lived Assets and for Long-Lived Assets to Be Disposed Of." This standard
requires that long-lived assets and certain identifiable intangibles held and
used be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of the assets or intangibles may not be
recoverable. The adoption of this standard did not materially affect the
financial position or results of operations as the Company was generally in
conformance with this standard prior to adoption.

INCOME TAXES--

The provision for income taxes is computed based on the pretax income
included in the consolidated statement of income. The asset and liability
approach is used to recognize deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between the carrying
amounts and the tax bases of assets and liabilities. Valuation allowances are
recorded to reduce deferred tax assets when it is more likely than not that a
tax benefit will not be realized.

DERIVATIVE FINANCIAL INSTRUMENTS--

The Company and certain subsidiaries enter into several derivative financial
instruments, such as forward exchange contracts, interest rate swap agreements
and currency swap agreements, in order to limit their main exposure to loss in
relation to underlying debt instruments resulting from adverse fluctuations in
foreign currency exchange rates and interest rates. The Company and its
subsidiaries do not use derivative financial instruments for speculative
purposes. Most of these instruments are integrated as part of debt transactions
and are entered into at the beginning date of those transactions, and have the
same maturity as the underlying debt. These instruments are executed with large
financial institutions.

As forward exchange contracts and currency swap agreements are utilized for
hedging purposes, such resulting gains or losses are effectively offset against
foreign exchange gains or losses on the underlying hedged debts through
recognition in the same period.

The Company and certain subsidiaries entered into interest rate swap
agreements which are fully integrated with underlying debt obligations and
designed to convert floating rate debt into fixed rate debt, or vice versa. As
the purpose of entering into the swap transaction is mainly to change the
nature of debt, the Company and certain subsidiaries account for the swap
agreement like a hedge of the obligation and record interest expense using the
revised interest rate.

Cash flows from financial instruments are classified in the consolidated
statement of cash flows under the same categories as the cash flows from the
related assets, liabilities or anticipated transactions.

NET INCOME PER SHARE--

Net income per common share is computed based on the average number of shares
outstanding during the year and is appropriately adjusted for any free
distribution of common stock.

F-12
<PAGE>

In February 1997, the FASB issued Statement of Financial Accounting Standards
No. 128 ("SFAS 128"), "Earnings per Share", which replaces the presentation of
primary Earnings per Share (EPS) with a presentation of basic EPS and also
requires dual presentation of basic and diluted EPS with an appropriate
reconciliation of both computations. Basic EPS is computed based on the average
number of shares of common stock outstanding during each period. Diluted EPS
assumes the dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock. Although the provisions of SFAS 128 are applied to
the current and prior periods, the basic and diluted EPS amounts are the same
as those amounts previously reported as Net Income Per Share of Common Stock.

DISTRIBUTION OF COMMON STOCK--

On occasion, the Company may make a free distribution of common stock which
is accounted for by a transfer of the applicable par value from additional
paid-in capital to the common stock account. Under the Japanese Commercial
Code, a stock dividend can be effected by an appropriation of retained earnings
to the common stock account by a resolution of the general shareholders'
meeting and the free share distribution with respect to the amount as
appropriated by a resolution of the Board of Directors' Meeting.

RECENT PRONOUNCEMENTS--

In June 1997, the FASB issued Statement of Financial Accounting Standards No.
130 ("SFAS 130"), "Reporting Comprehensive Income." This standard requires
additional disclosures in the financial statements for periods beginning after
December 15, 1997, and will have no effect on the Company's financial position
or results of operations.

In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position (SOP) 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use". This SOP, which is effective
for financial statements for fiscal years beginning after December 15, 1998,
provides guidance on accounting for the costs of computer software developed or
obtained solely to meet the Company's internal needs. At this stage, it is not
possible to estimate the impact of adoption on the Company's financial position
or results of operations.

RECLASSIFICATIONS--

Certain items for prior years' financial statements have been reclassified to
conform to the 1998 presentation.

3. U.S. DOLLAR AMOUNTS:

U.S. dollar amounts are included solely for convenience. These translations
should not be construed as representations that the yen amounts actually
represent, or have been or could be converted into, U.S. dollars. As the
amounts shown in U.S. dollars are for convenience only, the rate of (Yen)135 =
US$1, the approximate exchange rate at September 30, 1998, has been used for
the purpose of presentation of the U.S. dollar amounts in the accompanying
consolidated financial statements.

4. RELATED PARTY TRANSACTIONS:

The Company and its subsidiaries have entered into a number of different
types of transactions with affiliated companies, of which major transactions
are the sales of telecommunications terminal equipment, the purchases of
terminal equipment and materials and the receipt of certain services.

F-13
<PAGE>

Transactions with affiliated companies for each of the three years in the
period ended March 31, 1998 and the related balances at March 31, 1997 and 1998
were as follows:

<TABLE>
<CAPTION>
1996 1997 1998 1998
------------ ------------ ------------ ------------
MILLIONS OF YEN MILLIONS OF
U.S. DOLLARS
<S> <C> <C> <C> <C>
Sales.................... (Yen)158,470 (Yen)193,856 (Yen)169,347 $1,254
============ ============ ============ ======
Purchases................ (Yen)328,074 (Yen)365,910 (Yen)423,998 $3,141
============ ============ ============ ======
Receivables.............. (Yen) 40,942 (Yen) 45,339 $ 336
============ ============ ======
Payables................. (Yen)119,357 (Yen)147,718 $1,094
============ ============ ======
</TABLE>

Dividends from affiliated companies accounted for by the equity method for
the years ended March 31, 1996, 1997, and 1998 were (Yen)411 million, (Yen)522
million and (Yen)592 million ($4 million), respectively.

5. CASH AND CASH EQUIVALENTS:

Cash and cash equivalents at March 31, 1997 and 1998 comprised the following:

<TABLE>
<CAPTION>
1997 1998 1998
------------ ------------ ------------
MILLIONS OF YEN MILLIONS OF
U.S. DOLLARS
<S> <C> <C> <C>
Cash ................................ (Yen)490,420 (Yen)573,995 $4,252
Certificates of deposit, commercial
paper and marketable securities
purchased under agreements to
resell.............................. 161,946 74,539 552
Time deposits, certificates of
deposit and other................... 168,774 264,702 1,961
------------ ------------ ------
(Yen)821,140 (Yen)913,236 $6,765
============ ============ ======
</TABLE>

Certificates of deposit, commercial paper and securities, including
marketable bonds of the Government of Japan, are purchased under agreements to
resell and are to be sold back to financial institutions at predetermined
selling prices and dates. Such certificates of deposit, commercial paper and
securities and other deposits are stated at amounts which approximate fair
value.

6. INVENTORIES:

Inventories at March 31, 1997 and 1998 comprised the following:

<TABLE>
<CAPTION>
1997 1998 1998
------------ ------------ ------------
MILLIONS OF YEN MILLIONS OF
U.S. DOLLARS
<S> <C> <C> <C>
Telecommunications terminals to be
sold.............................. (Yen)126,694 (Yen)109,689 $ 812
Projects in progress............... 92,776 100,456 744
Materials and supplies............. 11,937 13,631 101
------------ ------------ ------
(Yen)231,407 (Yen)223,776 $1,657
============ ============ ======
</TABLE>

F-14
<PAGE>

7. MARKETABLE SECURITIES AND OTHER INVESTMENTS:

Marketable securities and other investments include available-for-sale
securities and held-to-maturity securities. The aggregate fair value, gross
unrealized holding gains, gross unrealized holding losses and carrying amounts
by major security type at March 31, 1997 and 1998 are as follows:

<TABLE>
<CAPTION>
MARCH 31, 1997
-------------------------------------------------
GROSS GROSS
CARRYING UNREALIZED UNREALIZED
AMOUNTS GAINS LOSSES FAIR VALUE
------------ ----------- ----------- ------------
MILLIONS OF YEN
<S> <C> <C> <C> <C>
Available-for-sale:
Equity securities....... (Yen)119,770 (Yen)42,340 (Yen)51,720 (Yen)110,390
Held-to-maturity:
Debt securities......... 4,850 88 0 4,938
------------ ----------- ----------- ------------
Total................. (Yen)124,620 (Yen)42,428 (Yen)51,720 (Yen)115,328
============ =========== =========== ============
<CAPTION>
MARCH 31, 1998
-------------------------------------------------
GROSS GROSS
CARRYING UNREALIZED UNREALIZED
AMOUNTS GAINS LOSSES FAIR VALUE
------------ ----------- ----------- ------------
MILLIONS OF YEN
<S> <C> <C> <C> <C>
Available-for-sale:
Equity securities....... (Yen)118,925 (Yen)30,513 (Yen)68,980 (Yen) 80,458
Held-to-maturity:
Debt securities......... 3,507 18 0 3,525
------------ ----------- ----------- ------------
Total................. (Yen)122,432 (Yen)30,531 (Yen)68,980 (Yen) 83,983
============ =========== =========== ============
<CAPTION>
MARCH 31, 1998
-------------------------------------------------
GROSS GROSS
CARRYING UNREALIZED UNREALIZED
AMOUNTS GAINS LOSSES FAIR VALUE
------------ ----------- ----------- ------------
MILLIONS OF U.S. DOLLARS
<S> <C> <C> <C> <C>
Available-for-sale:
Equity securities....... $ 881 $ 226 $ 511 $ 596
Held-to-maturity:
Debt securities......... 26 0 0 26
------------ ----------- ----------- ------------
Total................. $ 907 $ 226 $ 511 $ 622
============ =========== =========== ============
</TABLE>

During the years ended March 31, 1996, 1997 and 1998, the net unrealized gain
or loss on available-for-sale securities included in the separate component of
shareholders' equity, net of applicable taxes, increased by (Yen)36 million,
decreased by (Yen)27,607 million and decreased by (Yen)15,413 million ($114
million), respectively.

Maturities of debt securities classified as held-to-maturity at March 31,
1998 are as follows:

<TABLE>
<CAPTION>
1998 1998
--------------------- --------------
CARRYING FAIR CARRYING FAIR
AMOUNTS VALUE AMOUNTS VALUE
---------- ---------- -------- -----
MILLIONS OF YEN MILLIONS OF
U.S. DOLLARS
<S> <C> <C> <C> <C>
Due after 1 year through 5 years....... (Yen) 783 (Yen) 815 $ 6 $ 6
Due after 5 years through 10 years..... 2,724 2,710 20 20
---------- ---------- --- ---
Total................................ (Yen)3,507 (Yen)3,525 $26 $26
========== ========== === ===
</TABLE>

F-15
<PAGE>

Proceeds from sales of available-for-sale securities for the years ended
March 31, 1996, 1997 and 1998 were immaterial.

In the ordinary course of business, the Company maintains long-term
investment securities, included in marketable securities and other investments,
issued by a large number of privately held companies. The aggregate carrying
amounts of the investments in privately held companies were (Yen)39,707 million
and (Yen)40,945 million ($303 million) at March 31, 1997 and 1998,
respectively. The corresponding fair values at those dates were not computed as
such estimation was not readily determinable.

8. INTANGIBLE AND OTHER ASSETS:

Intangible and other assets and the related accumulated amortization at March
31, 1997 and 1998 were as follows:

<TABLE>
<CAPTION>
1997 1998 1998
-------------- -------------- ------------
MILLIONS OF YEN MILLIONS
OF
U.S. DOLLARS
<S> <C> <C> <C>
Computer software............. (Yen)1,683,924 (Yen)1,881,423 $13,936
Rights to use utility
facilities and other......... 539,762 590,309 4,373
-------------- -------------- -------
2,223,686 2,471,732 18,309
Accumulated amortization...... (1,163,186) (1,272,983) (9,429)
-------------- -------------- -------
1,060,500 1,198,749 8,880
Deferred periodic pension
costs (See Note 10).......... 593,789 625,065 4,630
Prepaid pension costs (See
Note 10)..................... -- 80,689 597
-------------- -------------- -------
(Yen)1,654,289 (Yen)1,904,503 $14,107
============== ============== =======
</TABLE>

Computer software is recorded at cost and is amortized over an estimated
useful life of five years. Rights to use utility facilities are acquired for
lump-sum cash payments and mainly consist of cable tunnel and public use joint
tunnels. Such rights are recorded at cost and are amortized over their
estimated useful lives of eighteen years. Other intangibles are also recorded
at cost and amortized over their estimated useful lives averaging twelve years.

F-16
<PAGE>

9. SHORT-TERM BORROWINGS AND LONG-TERM DEBT:

Short-term borrowings at March 31, 1998 represented one year unsecured short-
term bank loans bearing interest and commercial paper at a weighted average
rate of 1.21 percent per annum.

Long-term debt at March 31, 1997 and 1998 comprised the following:

<TABLE>
<CAPTION>
1997 1998 1998
-------------- -------------- ------------
MILLIONS OF YEN MILLIONS OF
U.S. DOLLARS
<S> <C> <C> <C>
Debt denominated in Japanese
yen:
1.85%-7.2% coupon bonds due
1998-2010.................... (Yen)1,503,482 (Yen)1,647,100 $12,201
Unsecured indebtedness to
banks--
2.9% (weighted average)
loans due 1998-2022........ 2,779,645 2,998,440 22,210
1.3% (weighted average)
floating rate loans due
1998-2005.................. 152,172 58,042 430
-------------- -------------- -------
4,435,299 4,703,582 34,841
-------------- -------------- -------
Debt denominated in foreign
currencies:
6.0%-9 1/2% U.S. dollar notes
due 1998-2008................ 350,280 479,160 3,549
4.0%-6.0% Swiss franc bonds
and notes due 1999-2006...... 97,763 74,566 552
8 3/4% ECU notes due 1997..... 29,222 -- --
7 1/4%-10 1/4% Canadian dollar
notes due 1998-2001.......... 73,240 56,658 420
7 1/8% Deutsche mark bonds due
2000......................... 52,185 28,872 214
7 3/8%-10 7/8% Sterling pound
bonds due 2001-2003.......... 72,461 78,967 585
1.6%-5.4% yen notes due 1998-
2007......................... 85,000 167,000 1,237
Unsecured indebtedness to
banks--
10.67% Thai baht loan due
2000....................... 3,276 2,378 18
5.7% (weighted average) U.S.
dollar floating rate loans
due 2000-2004.............. 11,307 12,029 89
-------------- -------------- -------
774,734 899,630 6,664
-------------- -------------- -------
Total long-term debt principal.. 5,210,033 5,603,212 41,505
Less--Deferred bond discounts... 57 1,681 12
-------------- -------------- -------
5,209,976 5,601,531 41,493
Less--Current maturities........ 667,964 825,422 6,114
-------------- -------------- -------
Total long-term debt...... (Yen)4,542,012 (Yen)4,776,109 $35,379
============== ============== =======
</TABLE>

Interest rates and due dates are stated at March 31, 1998.

At March 31, 1998, buildings and land of certain consolidated subsidiaries,
with a book value of (Yen)13,630 million ($101 million), were mortgaged as
security for certain loans.

All the holders of the bonds and notes issued by the Company referred to in
the above table generally have a preferential right under the NTT Law to be
paid prior to other unsecured indebtedness subject to certain general
preferential rights provided for in the Japanese Civil Code, such as
preferential rights of employees to wages.

F-17
<PAGE>

The bond and note agreements as to the long-term debt at March 31, 1998
stipulate, among other things, the following:

(1) Swiss franc bonds of (Yen)175 million ($1 million) are subject to
annual redemption. The Company shall repurchase, at market value, a
prescribed amount of bonds if the price within 60 days prior to each
redemption installment date does not exceed the par value of the bonds.

(2) At the option of the Company on terms as defined, all the bonds and
notes are redeemable generally at the principal amount or repurchasable at
the current value.

In February and November 1996, debts totaling (Yen)50,000 million and
(Yen)50,000 million, respectively, were removed from the balance sheet through
placing cash in a bank. The principal and interest of the funds deposited in a
trust fund with the bank will be sufficient to fund the scheduled principal and
interest payments of these debt issues. The balance of these outstanding debts
at March 31, 1998 was (Yen)100,000 million ($741 million).

Under Statement of Financial Accounting Standards No. 125 ("SFAS 125"),
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities," the Company and a certain subsidiary recognized debts of
(Yen)65,000 million ($481 million), which are not considered extinguished, in
the balance sheet with the related funds. These funds, which are included in
"Intangible and other assets" in the accompanying consolidated financial
statements, were subject to withdrawal restrictions.

The aggregate amounts of annual maturities of long-term debt during each of
the five years ending March 31, 2003 and thereafter are as follows:

<TABLE>
<CAPTION>
1998 1998
-------------- ------------
MILLIONS MILLIONS OF
OF YEN U.S. DOLLARS
<S> <C> <C>
Year ending March 31
1999........................................... (Yen) 825,422 $ 6,114
2000........................................... 874,918 6,481
2001........................................... 897,729 6,650
2002........................................... 851,401 6,307
2003........................................... 652,277 4,832
Thereafter..................................... 1,499,784 11,109
-------------- -------
(Yen)5,601,531 $41,493
============== =======
</TABLE>

F-18
<PAGE>

10. EMPLOYEES' SEVERANCE PAYMENTS:

The following tables presents reconciliation of the status of the NTT
Severance Payment Plan at March 31, 1997 and 1998:

<TABLE>
<CAPTION>
1997 1998 1998
-------------- -------------- --------
MILLIONS OF YEN MILLIONS
OF U.S.
DOLLARS
<S> <C> <C> <C>
Actuarial present value of benefit
obligations:
Vested benefit obligation........ (Yen)2,739,830 (Yen)2,992,165 $22,164
============== ============== =======
Accumulated benefit obligation... (Yen)3,174,125 (Yen)3,176,526 $23,530
============== ============== =======
Projected benefit obligation..... (Yen)4,052,192 (Yen)4,011,150 $29,712
Plan assets at fair value.......... 386,013 488,901 3,621
-------------- -------------- -------
Projected benefit obligation in
excess of plan assets............. 3,666,179 3,522,249 26,091
Unrecognized transition
obligation........................ (489,049) (419,697) (3,109)
Unrecognized prior service costs... (102,987) (93,327) (691)
Unrecognized net loss.............. (299,146) (140,192) (1,039)
Adjustment needed to recognize
minimum liability................. 20,092 21,728 161
-------------- -------------- -------
Liability for employees' severance
payments recognized in the
consolidated balance sheet........ (Yen)2,795,089 (Yen)2,890,761 $21,413
============== ============== =======
</TABLE>

The charges to income for employees' severance indemnities for each of the
three years in the period ended March 31, 1998 included the following
components:

<TABLE>
<CAPTION>
1996 1997 1998 1998
------------ ------------ ------------ ------------
MILLIONS OF YEN MILLIONS OF
U.S. DOLLARS
<S> <C> <C> <C> <C>
Service cost............ (Yen)152,761 (Yen)156,730 (Yen)157,153 $1,164
Interest cost on
projected benefit
obligation............. 177,662 171,278 164,229 1,217
Actual return on plan
assets................. (20,666) (5,756) (32,321) (239)
Net amortization and
deferral............... 88,332 72,597 98,324 728
------------ ------------ ------------ ------
Net periodic severance
payments under SFAS
87..................... 398,089 394,849 387,385 2,870
Deduct: Amounts
attributable to
regulatory accounting
practices under SFAS
71..................... (119,607) (148,812) (107,501) (797)
------------ ------------ ------------ ------
Total cost for
employees' severance
indemnities as recorded
in the consolidated
statement of income.... (Yen)278,482 (Yen)246,037 (Yen)279,884 $2,073
============ ============ ============ ======
Assumptions in
determination of net
pension cost:
Discount rate......... 4.5% 4.0% 3.5%
Long-term rate of
salary increases..... 4.5% 4.0% 3.5%
Long-term rate of
return on funded
assets............... 4.5% 4.0% 3.5%
</TABLE>

In 1995, the Company offered a voluntary early retirement program to certain
employees. Under the program, employees were entitled to receive special
termination benefits if they accepted the program which was offered during a
short period of time. The number of individuals to whom this program was
offered was limited to those employees between the ages of 40 to 57 years old
with 10 or more years of service with the Company. As the result, approximately
9,900 employees accepted the offer in 1995, at which time the special
termination program benefits, amounting to (Yen)33,707 million, were recognized
as an expense.

F-19
<PAGE>

As more fully described in Note 2, the Company established the NTT Kosei
Nenkin Kikin ("the NTT group companies' welfare pension plan"), a defined
benefit pension plan to which both the Company and the employees make
contributions and which is regulated by the Japanese Welfare Pension Insurance
Law.

<TABLE>
<CAPTION>
1998 1998
--------------- ------------
MILLIONS OF YEN MILLIONS OF
U.S. DOLLARS
<S> <C> <C>
Actuarial present value of benefit
obligations:
Vested benefit obligation................... (Yen)442,778 $3,280
------------ ------
Accumulated benefit obligation.............. (Yen)462,582 $3,427
------------ ------
Projected benefit obligation................ (Yen)733,124 $5,430
Plan assets at fair value..................... 764,153 5,660
------------ ------
Plan assets in excess of projected benefit
obligation................................... 31,029 230
Unrecognized net gain......................... 49,660 368
------------ ------
Prepaid pension costs......................... (Yen) 80,689 $ 598
============ ======
</TABLE>

<TABLE>
<CAPTION>
1998 1998
--------------- ------------
MILLIONS OF YEN MILLIONS OF
U.S. DOLLARS
<S> <C> <C>
Service cost................................... (Yen)132,444 $ 981
Interest cost on projected benefit obligation.. 19,788 146
Actual return on plan assets................... (63,150) (468)
Net amortization and deferral.................. 36,556 271
Employee contributions......................... (31,362) (232)
------------ -----
Net periodic severance payments under SFAS 87.. 94,276 698
Gain on transferred plan assets in excess of
projected
benefit obligation as of April 1, 1997........ (133,951) (992)
Deduct: Amounts attributable to regulatory
accounting practices under SFAS 71............ 77,860 577
------------ -----
Total cost for employees' severance indemnities
as
recorded in the consolidated statement of in-
come.......................................... (Yen) 38,185 $283
============ =====
Assumptions in determination of net pension
cost:
Discount rate................................ 3.5%
Long-term rate of salary increases........... 3.5%
Long-term rate of return on funded assets.... 4.0%
</TABLE>

F-20
<PAGE>

11. INCOME TAXES:

The Company and its subsidiaries are subject to a number of different taxes,
based on income, which in the aggregate indicate a normal statutory tax rate of
approximately 51 percent. Due to a change in Japanese income tax regulations,
effective April 1, 1998, the statutory rate was reduced to approximately 48%
and such amount has been used in calculating the future expected tax effects of
temporary differences. However, there are certain deductions and credits
available and a limit on deductions of a certain nature. The effective tax
rates of the Company for the years ended March 31, 1996, 1997 and 1998 differ
from the normal statutory tax rates for the following reasons:

<TABLE>
<CAPTION>
PERCENT OF INCOME
BEFORE INCOME
TAXES
-------------------
1996 1997 1998
----- ----- -----
<S> <C> <C> <C>
Normal statutory tax rate............................. 51.00% 51.00% 51.00%
Tax credit primarily for expenditures for research and
development, and certain equipment................... (3.75) (0.40) (0.38)
Changes in income tax rate............................ -- -- 6.49
Provision for valuation allowance..................... -- -- 4.66
Other................................................. 2.82 0.58 2.04
----- ----- -----
Effective tax rate.................................... 50.07% 51.18% 63.81%
===== ===== =====
</TABLE>

Significant components of the deferred tax assets and liabilities at March
31, 1997 and 1998 are as follows:

<TABLE>
<CAPTION>
1997 1998 1998
------------ ------------ --------
MILLIONS OF YEN MILLIONS
OF U.S.
DOLLARS
<S> <C> <C> <C>
Deferred tax assets:
Liability for employees' severance
payments........................... (Yen)599,909 (Yen)569,678 $4,220
Advance received.................... 8,835 11,012 82
Accrued enterprise tax.............. 22,905 18,951 140
Depreciation........................ 20,287 23,268 172
Operating loss carryforwards for tax
purposes........................... 72,766 2,810 21
Financial assistance to subsidiary
companies.......................... -- 95,375 706
Other............................... 108,887 101,062 749
------------ ------------ ------
Total gross deferred tax assets..... 833,589 822,156 6,090
Less valuation allowance............ (1,479) (30,573) (226)
------------ ------------ ------
Total deferred tax assets........... 832,110 791,583 5,864
------------ ------------ ------
Deferred tax liabilities:
Valuation for securities............ 22,059 17,011 126
Special reserve for tax purposes.... 42,136 41,897 310
Gains on sales of subsidiary
stocks............................. 31,972 31,972 237
Other............................... 49,962 50,684 376
------------ ------------ ------
Total gross deferred tax
liabilities........................ 146,129 141,564 1,049
------------ ------------ ------
Net deferred tax assets............. (Yen)685,981 (Yen)650,019 $4,815
============ ============ ======
</TABLE>

The Company and NTT Mobile Communications Network, Inc., and its eight
regional subsidiaries (together, "NTT DoCoMo", a trademark which stands for "Do
Communications over the Mobile Network") are major shareholders of NTT Personal
Group, which consists of NTT Central Personal Communications Network Inc. and
eight other NTT subsidiaries. In May 1998 the Company decided to transfer its
PHS business to NTT DoCoMo by the end of fiscal year 1999 and to liquidate NTT
Personal Group following the transfer.

F-21
<PAGE>

Through the liquidation, the Company and NTT DoCoMo will provide financial
assistance to NTT Personal Group in the form of intercompany loans. The
proceeds of such loans, which may total up to approximately (Yen)200 billion,
will be used by NTT Personal Group to settle outstanding bank debt and other
liabilities. Although losses relating to the financial assistance have already
been recognized on a consolidated basis, they are not tax deductible until the
liquidation is completed. Therefore, the Company has recognized deferred tax
assets related to these losses.

The valuation allowance at March 31, 1997 mainly related to deferred tax
assets of consolidated subsidiaries with operating loss carryforwards for tax
purposes that are not expected to be realized. The valuation allowance at March
31, 1998 mainly related to deferred tax assets on the losses related to
financial assistance to subsidiary companies which are not expected to be tax
deductible. The net changes in the total valuation allowance for the years
ended March 31, 1997 and 1998 were a decrease of (Yen)1,862 million and an
increase of (Yen)29,094 million ($216 million), respectively.

Net deferred tax assets at March 31, 1997 and 1998 are included in the
consolidated balance sheet as follows:

<TABLE>
<CAPTION>
1997 1998 1998
------------ ------------ --------
MILLIONS OF YEN MILLIONS
OF U.S.
DOLLARS
<S> <C> <C> <C>
Prepaid expenses and other current
assets............................... (Yen)101,009 (Yen)138,686 $1,027
Deferred income taxes (investments and
other assets)........................ 586,020 511,334 3,788
Other long-term liabilities........... (1,048) (1) (0)
------------ ------------ ------
(Yen)685,981 (Yen)650,019 $4,815
============ ============ ======
</TABLE>

Operating loss carryforwards for tax purposes of consolidated subsidiaries at
March 31, 1998 amounted to approximately (Yen)227,391 million ($1,684 million)
and are available as an offset against future taxable income of such
subsidiaries. Theses carryforwards expire at various dates up to five years.
Realization is dependent on such subsidiaries generating sufficient taxable
income prior to expiration of loss carryforwards. Although realization is not
assured, management believes it is more likely than not that all of the
deferred tax assets, less valuation allowances, will be realized. The amount of
such net deferred tax assets considered realizable, however, could be reduced
in the near term if estimates of future taxable income during the carryforward
period are reduced.

12. CONSUMPTION TAX:

The consumption tax rate, with minor exceptions, for all taxable goods and
services is 3 percent. Effective April 1, 1997, the rate has been raised to 5
percent. A tax credit for consumption taxes incurred (which are included in the
cost of purchased goods and services) is available against consumption taxes
attributable to revenue in the same taxable period.

13. SHAREHOLDERS' EQUITY:

As noted previously, pursuant to the NTT Law as approved by the Japanese
Diet, the Company was incorporated on April 1, 1985, upon which all the assets
and liabilities of the Public Corporation were transferred to the Company. As
provided for in the supplementary provisions of the NTT Law, all the new shares
held by the Public Corporation were transferred to the Japanese government upon
the dissolution of the Public Corporation on April 1, 1985. The NTT Law
specifies, however, that such government ownership may eventually be reduced to
one-third. Since incorporation, the Government of Japan has sold 5,400 thousand
shares of the Company's common stock to the public. As a normal part of its
business operations, the Company provides various telecommunications and other
services to the Government of Japan.

F-22
<PAGE>

According to the NTT Law, the Company shall obtain authorization from the
Minister of Posts and Telecommunications for certain financial matters
including (1) new issue of shares, convertible debentures or debentures with
preemptive rights to acquire new shares; (2) any resolution for (i) change in
the Articles of Incorporation, (ii) appropriation of profits or (iii) merger or
dissolution; and (3) disposition of major telecommunications trunk lines and
equipment or providing mortgages on such properties.

The Japanese Commercial Code provides that (i) all appropriations of retained
earnings, including dividends, require approval at an ordinary general meeting
of shareholders, (ii) interim cash dividends can be distributed upon the
approval of the board of directors, if the Articles of Incorporation provide
for such interim cash dividends, subject to some restrictions in the amount,
and (iii) an amount equal to at least 10 percent of cash dividends and other
appropriations paid in cash be appropriated from retained earnings to a legal
reserve until the reserve equals 25 percent of stated capital.

On November 24, 1995, based upon the resolution of the Board of Directors'
Meeting held on April 28, 1995, the Company capitalized the aggregate amount of
(Yen)15,600 million ($116 million) of its additional paid-in capital to the
common stock account and made a free share distribution of 312,000 shares to
shareholders of record at September 30, 1995 representing 2 percent of
outstanding shares. In Japan, no accounting entry is required for such a free
share distribution. Had the distribution been accounted for in the manner
adopted by companies in the United States of America, (Yen)234,624 million
($1,738 million) would have been transferred from retained earnings to the
applicable capital accounts.

The amount of unrestricted consolidated retained earnings pursuant to
accounting principles generally accepted in Japan was (Yen)1,373,748 million
($10,176 million) at March 31, 1998.

In accordance with customary practice in Japan, the appropriations are not
accrued in the financial statements for the period to which they relate but are
recorded in the subsequent accounting period after shareholders' approval has
been obtained. Retained earnings at March 31, 1998 includes amounts
representing final cash dividends of (Yen)39,780 million ($295 million),
(Yen)2,500 ($19) per share, and the related transfer to the legal reserve of
(Yen)3,978 million ($29 million), which were approved at the shareholders'
meeting held on June 26, 1998.

14. BUSINESS SEGMENT AND GEOGRAPHIC AREA:

The Company and its subsidiaries are engaged predominantly in a single
industry, telecommunications services in Japan which include telephone,
telegraph, leased circuit, sale of telecommunication equipment and data
communications services.

In June 1997, the FASB issued Statement of Financial Accounting Standards No.
131 ("SFAS 131"), "Disclosures about Segments of an Enterprise and Related
Information", which requires that public business enterprises report certain
information about operating segments in financial statements of the enterprise
and also requires that they report certain information about their products and
services, the geographic areas in which they operate, and their major
customers. In the case of the Company, SFAS 131 is effective for the fiscal
year beginning April 1, 1998. Management does not believe that the new standard
will have a material effect on the consolidated financial position or operating
results of the Company.

F-23
<PAGE>

15. LEASES:

The Company and its subsidiaries lease certain office space, employees'
residential facilities and other assets. Leases qualifying as capital leases at
March 31, 1997 and 1998 were as follows:

<TABLE>
<CAPTION>
CLASS OF PROPERTY 1997 1998 1998
----------------- ------------ ------------ ------------
MILLIONS OF YEN MILLIONS OF
U.S. DOLLARS
<S> <C> <C> <C>
Buildings........................... (Yen)394,288 (Yen)393,233 $ 2,913
Machinery, vessels and tools........ 169,369 305,545 2,263
Accumulated depreciation............ (95,943) (197,526) (1,463)
------------ ------------ -------
(Yen)467,714 (Yen)501,252 $ 3,713
============ ============ =======
</TABLE>

Future minimum lease payments by year under capital leases together with the
present value of the net minimum lease payments at March 31, 1998 are as
follows:

<TABLE>
<CAPTION>
MILLIONS OF MILLIONS OF
YEAR ENDING MARCH 31 YEN U.S. DOLLARS
-------------------- ------------ ------------
<S> <C> <C>
1999............................................... (Yen) 92,581 $ 686
2000............................................... 81,974 607
2001............................................... 68,209 505
2002............................................... 42,930 318
2003............................................... 35,151 261
Later years........................................ 1,182,740 8,761
------------ -------
Total minimum lease payments....................... 1,503,585 11,138
Less--Amount representing interest................. 976,036 7,230
------------ -------
Present value of net minimum lease payments........ 527,549 3,908
Less--Current obligation........................... 53,868 399
------------ -------
Long-term capital lease obligations................ (Yen)473,681 $ 3,509
============ =======
</TABLE>

Rental expenses under operating leases for land, buildings and equipment
under cancellable leases, which are generally renewed upon expiration, for the
years ended March 31, 1996, 1997 and 1998 were (Yen)173,223 million,
(Yen)178,519 million and (Yen)153,055 million ($1,134 million), respectively.

16. RESEARCH AND DEVELOPMENT EXPENSES AND ADVERTISING COSTS:

RESEARCH AND DEVELOPMENT EXPENSES--

Research and development expenses are charged to income as incurred and such
amounts charged to income for the years ended March 31, 1996, 1997 and 1998
were (Yen)318,105 million, (Yen)328,529 million and (Yen)288,931 million
($2,140 million), respectively.

ADVERTISING COSTS--

Advertising costs are expensed as incurred. Advertising costs included in
other operating expenses were (Yen)59,973 million, (Yen)75,244 million and
(Yen)83,452 million ($618 million) for the years ended March 31, 1996, 1997 and
1998, respectively.

17. GAINS ON SALES OF SUBSIDIARY STOCKS:

In April 1995, the Company sold 48,000 shares of NTT Data Corporation ("NTT
Data"), a consolidated subsidiary, to third parties for (Yen)49,866 million,
net of related expenses. In addition, on April 26, 1995 and February 14, 1996,
NTT Data issued 20,000 shares and 33,000 shares of common stock in a public
offering to third parties at a price of (Yen)1,040 thousand and (Yen)3,050
thousand per share, respectively, which were in excess of

F-24
<PAGE>

the Company's average per share carrying value. The issuances of these shares
for (Yen)20,800 million and (Yen)100,650 million are regarded as sales of a
part of the Company's interest in NTT Data. As a result of these issuances and
sales, the Company's shareholding in NTT Data declined from 100 percent to 60
percent. The resulting gains on these issuances and sales of subsidiary stock,
together with those on other similar transactions, amounting to approximately
(Yen)98,011 million were included in the consolidated statement of income for
the year ended March 31, 1996. In the consolidated statement of cash flows for
the year ended March 31, 1996, the gains on sales of subsidiary stocks are
excluded from the cash flows from operating activities and the related cash
proceeds of (Yen)178,770 million are included in the cash flows from investing
activities.

18. FOREIGN EXCHANGE GAIN AND LOSS:

Foreign exchange results (mainly arising from foreign currency borrowings)
for the years ended March 31, 1996, 1997 and 1998 were losses of (Yen)708
million, (Yen)2,120 million and (Yen)799 million ($6 million), respectively.

19. FINANCIAL INSTRUMENTS:

The carrying amounts and the estimated fair values of financial instruments
excluding debt and equity securities at March 31, 1997 and 1998 are as follows:

<TABLE>
<CAPTION>
1997 1998 1998
-------------------------- -------------------------- --------------------
CARRYING CARRYING CARRYING
AMOUNTS FAIR VALUE AMOUNTS FAIR VALUE AMOUNTS FAIR VALUE
------------ ------------ ------------ ------------ -------- ----------
MILLIONS OF
MILLIONS OF YEN U.S. DOLLARS
<S> <C> <C> <C> <C> <C> <C>
Cash and cash
equivalents............ (Yen)821,140 (Yen)821,140 (Yen)913,236 (Yen)913,236 $ 6,765 $ 6,765
Notes and accounts
receivable, trade...... 930,792 930,792 1,085,381 1,085,381 8,040 8,040
Short-term borrowings... (387,544) (387,544) (456,995) (456,995) (3,385) (3,385)
Accounts payable, trade (1,115,840) (1,115,840) (1,131,444) (1,131,444) (8,381) (8,381)
Accrued payroll......... (427,276) (427,276) (494,387) (494,387) (3,662) (3,662)
Long-term debt including
current portion........ (5,209,976) (5,433,703) (5,601,531) (5,756,528) (41,493) (42,641)
Forward exchange
contracts.............. (11,813) (16,664) (52,473) 41,302 (389) 306
Interest rate and
currency swap
agreements............. -- -- (10,690) 9,425 (79) 70
</TABLE>

CASH AND CASH EQUIVALENTS, NOTES AND ACCOUNTS RECEIVABLE, TRADE, SHORT-TERM
BORROWINGS, ACCOUNTS PAYABLE, TRADE AND ACCRUED PAYROLL--

The carrying amounts approximate fair value because of the short maturities
of such instruments.

LONG-TERM DEBT INCLUDING CURRENT PORTION--

The fair value of long-term debt is estimated based on the discounted amounts
of future cash flows using the Company's current incremental rates of
borrowings for similar liabilities.

DERIVATIVE FINANCIAL INSTRUMENTS--

The fair values of forward exchange contracts, interest rate swap agreements
and currency swap agreements are estimated based on the amounts the Company and
certain subsidiaries would receive or pay to terminate the contracts at March
31, 1997 and 1998 with discounted amounts of net future cash flows.

F-25
<PAGE>

The table below shows the notional principal amounts of those derivative
financial instruments at March 31, 1997 and 1998:

<TABLE>
<CAPTION>
1997 1998 1998
------------ ------------ ------------
MILLIONS OF YEN MILLIONS
OF
U.S. DOLLARS
<S> <C> <C> <C>
Forward exchange contracts.......... (Yen)727,007 (Yen)499,056 $3,697
Interest rate and currency swap
agreements......................... 81,324 553,270 4,098
</TABLE>

CONCENTRATIONS OF CREDIT RISK--

The Company and certain subsidiaries do not have any significant
concentration of business transacted with an individual counterparty or groups
of counterparties that could, if suddenly eliminated, severely impact our
operations at March 31, 1998.

20. COMMITMENTS AND CONTINGENT LIABILITIES:

Commitments outstanding at March 31, 1998 for the purchase of property, plant
and equipment and other assets approximated (Yen)500,519 million ($3,708
million).

Contingent liabilities at March 31, 1998 for loans guaranteed amounted to
(Yen)19,356 million ($143 million).

At March 31, 1998, the Company and its subsidiaries had no material
litigation or claims outstanding, pending or threatened against it, which would
have a material adverse effect on the Company's consolidated financial position
or results of operations.

21. SUBSEQUENT EVENTS:

Subsequent to March 31, 1998, the Company issued (Yen)100,000 million ($741
million) coupon bonds.

On May 12, 1998, NTT Data issued 27,500 shares of common stock in a public
offering to third parties at a price of (Yen)5,468 thousand ($40,504) per
share, which was in excess of the Company's average per share carrying value.
The issuance of these shares of (Yen)150,370 million ($1,114 million) is
regarded as a sale of a part of the Company's interest in NTT Data. As a result
of the issuance, the Company's shareholding in NTT Data declined from 60% to
54% and gains on sales of subsidiary stocks in the aggregate amount of
approximately (Yen)69,106 million ($512 million) are expected to be recognized
in the consolidated financial statements for the year ending March 31, 1999.

F-26
<PAGE>

NIPPON TELEGRAPH AND TELEPHONE CORPORATION AND ITS SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial statements
give effect to the initial public offering of NTT DoCoMo and the use of
proceeds therefrom. On October 22, 1998, NTT DoCoMo completed its initial
public offering and listed its stock on the first section of the Tokyo Stock
Exchange. NTT sold 218,000 shares of NTT DoCoMo's common stock, without par
value, for total proceeds of (Yen)826.1 billion and NTT DoCoMo issued 327,000
new shares of stock for total proceeds of (Yen)1,236.5 billion. As a result of
the offering, NTT's stake in NTT DoCoMo has been reduced to 67.13%. Following
shareholder approval at the next ordinary general meeting of shareholders in
June 1999, as well as an approval of MPT, NTT intends to use the proceeds from
its sale of NTT DoCoMo shares to repurchase approximately (Yen)120 billion of
NTT's outstanding common stock and to pay a special dividend of (Yen)5,000 per
share to NTT's shareholders of record on March 31, 1999, and for general
corporate purposes. NTT DoCoMo and its subsidiaries also expect to use the
proceeds from the issuance of NTT DoCoMo shares to repay debt and to fund
current and future capital expenditures and for general corporate purposes.
These unaudited pro forma financial statements should be read in conjunction
with the historical financial statements and notes thereto of NTT and its
subsidiaries included elsewhere in this prospectus.

P-1
<PAGE>

NIPPON TELEGRAPH AND TELEPHONE CORPORATION AND ITS SUBSIDIARIES

PRO FORMA UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
AT MARCH 31, 1998

<TABLE>
<CAPTION>
ADJUSTMENTS ADJUSTMENTS
FOR THE SALE OF FOR THE ISSUANCE
218,000 SHARES OF 327,000
OF NTT SHARES BY NTT PRO FORMA, AS
HISTORICAL DOCOMO BY NTT PRO FORMA(1) DOCOMO ADJUSTED(2)
ASSETS --------------- --------------- --------------- ---------------- ---------------
MILLIONS OF YEN
<S> <C> <C> <C> <C> <C>
Current assets:
Cash and cash
equivalents.......... (Yen) 913,236 (Yen) 826,140(a) (Yen) 1,739,376 (Yen) 370,500(d) (Yen) 2,109,876
Notes and accounts
receivable, trade.... 1,085,381 1,085,381 1,085,381
Allowance for doubtful
accounts............. (35,816) (35,816) (35,816)
Inventories........... 223,776 223,776 223,776
Prepared expenses and
other current
assets............... 417,900 417,900 417,900
--------------- ------------- --------------- ------------- ---------------
Total current
assets............. 2,604,477 826,140 3,430,617 370,500 3,801,117
--------------- ------------- --------------- ------------- ---------------
Property, plant and
equipment:
Telecommunications
equipment............ 11,633,361 11,633,361 11,633,361
Telecommunications
service lines........ 11,722,358 11,722,358 11,722,358
Buildings and
structures........... 4,763,092 4,763,092 4,763,092
Machinery, vessels and
tools................ 1,997,359 1,997,359 1,997,359
Land.................. 609,186 609,186 609,186
Construction in
progress............. 639,262 639,262 639,262
--------------- ------------- --------------- ------------- ---------------
31,364,618 31,364,618 31,364,618
Accumulated
depreciation......... (19,359,256) (19,359,256) (19,359,256)
--------------- ------------- --------------- ------------- ---------------
12,005,362 12,005,362 12,005,362
--------------- ------------- --------------- ------------- ---------------
Investments and other
assets:
Investments in
affiliated
companies............ 201,945 201,945 201,945
Marketable securities
and other
investments.......... 124,910 124,910 124,910
Intangible and other
assets............... 1,904,503 1,904,503 1,904,503
Deferred income
taxes................ 511,334 511,334 511,334
--------------- ------------- --------------- ------------- ---------------
2,742,692 2,742,692 2,742,692
--------------- ------------- --------------- ------------- ---------------
(Yen)17,352,531 (Yen) 826,140 (Yen)18,178,671 (Yen) 370,500 (Yen)18,549,171
=============== ============= =============== ============= ===============
</TABLE>
- --------
(1) As adjusted for the sale of 218,000 shares of NTT DoCoMo by NTT.
(2) As adjusted for the sale of 218,000 shares of NTT DoCoMo by NTT and the
issuance of 327,000 shares by NTT DoCoMo.

P-2
<PAGE>

NIPPON TELEGRAPH AND TELEPHONE CORPORATION AND ITS SUBSIDIARIES

PRO FORMA UNAUDITED CONSOLIDATED BALANCE SHEET
AT MARCH 31, 1998

<TABLE>
<CAPTION>
ADJUSTMENTS
FOR THE SALE OF ADJUSTMENTS
218,000 SHARES FOR THE ISSUANCE
OF NTT OF 327,000
DOCOMO BY SHARES BY NTT PRO FORMA, AS
LIABILITIES AND HISTORICAL NTT PRO FORMA(1) DOCOMO ADJUSTED(2)
SHAREHOLDERS' EQUITY --------------- --------------- --------------- ---------------- ---------------
MILLIONS OF YEN
<S> <C> <C> <C> <C> <C>
Current liabilities:
Short-term borrowings... (Yen) 456,995 (Yen) 456,995 (Yen)(187,760)(d) (Yen) 269,235
Current portion of long-
term debt.............. 825,422 825,422 (174,930)(d) 650,492
Accounts payable,
trade.................. 1,131,444 1,131,444 1,131,444
Accrued payroll......... 494,387 494,387 494,387
Accrued interest........ 55,976 55,976 55,976
Accrued taxes on
income................. 188,616 435,000(b) 623,616 623,616
Accrued consumption
tax.................... 99,813 99,813 99,813
Advances received....... 72,117 72,117 72,117
Other................... 121,056 121,056 121,056
--------------- ------------ --------------- ------------- ---------------
Total current
liabilities............ 3,445,826 435,000 3,880,826 (362,690) 3,518,136
--------------- ------------ --------------- ------------- ---------------
Long-term liabilities:
Long-term debt.......... 4,776,109 4,776,109 (503,310)(d) 4,272,799
Obligations under
capital leases......... 473,681 473,681 473,681
Liability for employees'
severance payments..... 2,890,761 2,890,761 2,890,761
Other................... 166,186 166,186 166,186
--------------- ------------ --------------- ------------- ---------------
8,306,737 8,306,737 (503,310) 7,803,427
--------------- ------------ --------------- ------------- ---------------
Minority interest in
consolidated
subsidiaries............. 136,040 52,661(c) 188,701 459,444(e) 648,145
--------------- ------------ --------------- ------------- ---------------
Shareholders' equity:
Common stock,
(Yen)50,000 par value
Authorized--62,400,000
shares Issued and
outstanding--15,912,000
shares................. 795,600 795,600 795,600
Additional paid-in
capital................ 2,530,476 2,530,476 2,530,476
Legal reserve........... 102,678 102,678 102,678
Unrealized loss on
securities............. (20,061) (20,061) (20,061)
Foreign currency
translation
adjustments............ 4,030 4,030 4,030
Retained earnings....... 2,051,205 338,479(a)(b) 2,389,684 777,056(d) 3,166,740
--------------- ------------ --------------- ------------- ---------------
5,463,928 338,479 5,802,407 777,056 6,579,463
--------------- ------------ --------------- ------------- ---------------
Commitments and contingent
liabilities..............
--------------- ------------ --------------- ------------- ---------------
(Yen)17,352,531 (Yen)826,140 (Yen)18,178,671 (Yen) 370,500 (Yen)18,549,171
=============== ============ =============== ============= ===============
</TABLE>
- --------
(1) As adjusted for the sale of 218,000 shares of NTT DoCoMo by NTT.
(2) As adjusted for the sale of 218,000 shares of NTT DoCoMo by NTT and the
issuance of 327,000 shares by NTT DoCoMo.

P-3
<PAGE>

NOTE 1

The pro forma unaudited condensed consolidated balance sheet presents the
financial position of NTT and its subsidiaries as of March 31, 1998 assuming
that the initial public offering of NTT DoCoMo had occurred as of March 31,
1998. Such pro forma information is based upon the historical balance sheet
data of NTT and its subsidiaries on that date. Upon completion of such
offering, the ownership interest of NTT in NTT DoCoMo was reduced from 94.68%
to 67.13%.

Pro forma adjustments are made to reflect the following:

(a) The proceeds of the sale of NTT DoCoMo's shares by NTT are expected
to be used to repurchase approximately (Yen)120 billion of NTT's
outstanding common stock, to pay a special dividend of (Yen)5,000 per share
and for general corporate purposes. Prior to repurchasing the common stock,
NTT intends to use the proceeds from its sale of NTT DoCoMo shares to repay
short-term debt that will ultimately be re-borrowed in order to pay the
special dividend and repurchase NTT's outstanding common stock.
Accordingly, the proceeds from the sale of NTT DoCoMo's shares by NTT are
reflected in cash and cash equivalents without giving effect to the
proposed share repurchase or special dividend. The gain of (Yen)773 billion
on the sale of 218,000 shares is reflected in retained earnings in the pro
forma balance sheet, although in the pro forma statement of income the gain
is not reflected due to its non-recurring nature.

(b) Tax liability was accrued for NTT's sale of NTT DoCoMo's shares
although in the pro forma statement of income such tax provision is not
reflected due to its non-recurring nature.

(c) As a result of NTT's sale of NTT DoCoMo's shares, NTT's ownership was
reduced and, therefore, minority interest in NTT DoCoMo was increased.

(d) The proceeds of the issuance of shares by NTT DoCoMo are expected to
be used to repay certain short-term and long-term debts of NTT DoCoMo and
its subsidiaries and be held as cash and cash equivalents to fund NTT
DoCoMo's and its subsidiaries' current and future capital expenditures and
for general corporate purposes.

(e) As a result of the issuance by NTT DoCoMo of NTT DoCoMo shares,
minority interest in NTT DoCoMo was increased.

P-4
<PAGE>

NIPPON TELEGRAPH AND TELEPHONE CORPORATION AND ITS SUBSIDIARIES

PRO FORMA UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED MARCH 31, 1998

<TABLE>
<CAPTION>
ADJUSTMENTS
FOR THE SALE OF
218,000 SHARES ADJUSTMENTS
OF NTT FOR THE ISSUANCE
DOCOMO BY OF 327,000 SHARES PRO FORMA, AS
HISTORICAL NTT PRO FORMA(1) BY NTT DOCOMO ADJUSTED(2)
-------------- --------------- -------------- ----------------- --------------
MILLIONS OF YEN
<S> <C> <C> <C> <C> <C>
Operating revenues:
Telephone............. (Yen)6,306,034 (Yen)6,306,034 (Yen)6,306,034
Telegraph............. 92,211 92,211 92,211
Leased circuit........ 488,160 488,160 488,160
Data communication
facility............. 372,765 372,765 372,765
Sale of
telecommunication
equipment............ 969,586 969,586 969,586
Miscellaneous 1,221,257 1,221,257 1,221,257
-------------- ------------ -------------- ------------ --------------
9,450,013 9,450,013 9,450,013
-------------- ------------ -------------- ------------ --------------
Operating expenses:
Personnel............. 2,345,609 2,345,609 2,345,609
Depreciation,
amortization and
maintenance costs.... 3,185,044 3,185,044 3,185,044
Other................. 3,047,315 3,047,315 3,047,315
-------------- ------------ -------------- ------------ --------------
8,577,968 8,577,968 8,577,968
-------------- ------------ -------------- ------------ --------------
Operation income........ 872,045 872,045 872,045
-------------- ------------ -------------- ------------ --------------
Other expenses (income):
Interest and
amortization of bond
discounts and issue
costs................ 235,363 235,363 (25,800)(b) 209,563
Interest income....... (2,086) (2,086) (2,086)
Other net............. (16,764) (16,764) (16,764)
-------------- ------------ -------------- ------------ --------------
216,513 216,513 (25,800) 190,713
-------------- ------------ -------------- ------------ --------------
Income before income
taxes.................. 655,532 655,532 (25,800) 681,332
-------------- ------------ -------------- ------------ --------------
Income taxes:
Current............... 362,910 362,910 13,200(c) 376,110
Deferred.............. 55,366 55,366 55,366
-------------- ------------ -------------- ------------ --------------
418,276 418,276 13,200 431,476
-------------- ------------ -------------- ------------ --------------
Income before minority
interest............... 237,256 237,256 12,600 249,856
Minority interest in
consolidated
subsidiaries........... (32,275) (27,248)(a) (59,523) (31,568)(d) (91,091)
Equity in earnings of
affiliated
companies.............. 9,479 9,479 9,479
-------------- ------------ -------------- ------------ --------------
Net Income.............. (Yen) 214,460 (Yen)(27,248) (Yen) 187,212 (Yen)(18,968) (Yen) 168,244
============== ============ ============== ============ ==============
Basic and diluted net
income per share
(yen).................. (Yen) 13,478 (Yen) 11,765 (Yen) 10,573
============== ============== ==============
Number of shares used in
computing basic and
diluted net income per
share (thousands)...... 15,912 15,912 15,912
============== ============== ==============
</TABLE>
- --------
(1) As adjusted for the sale of 218,000 shares of NTT DoCoMo by NTT.
(2) As adjusted for the sale of 218,000 shares of NTT DoCoMo by NTT and the
issuance of 327,000 shares by NTT DoCoMo.

P-5
<PAGE>

NOTE 1

The pro forma unaudited condensed consolidated statement of income gives
effect to the initial public offering of NTT DoCoMo for the year ended March
31, 1998 as if such offering had occurred as of April 1, 1997. This pro forma
unaudited condensed consolidated statement of income excludes the one-time gain
from the offering and taxes thereon.

Pro Forma adjustments are made to reflect:

(a) Transfer of a portion of NTT's interest in the net income of NTT
DoCoMo for the year ended March 31, 1998 to minority shareholders as a
result of the reduction of NTT's ownership due to NTT's sale of NTT
DoCoMo's shares;

(b) Reduction of interest expense on short-term and long-term debts to be
repaid from the proceeds of the issuance of NTT DoCoMo's shares;

(c) Increase in income taxes as a result of the increase in income before
income taxes due to the decrease in interest expenses; and

(d) Transfer of a portion of NTT's interest in the net income of NTT
DoCoMo for the year ended March 31, 1998 to minority shareholders as a
result of the reduction of NTT's ownership due to the issuance by NTT
DoCoMo of NTT DoCoMo's shares.

NOTE 2

During the twelve months ending March 31, 1999, NTT will recognize gains on
the sale and on the issuance and sale of NTT DoCoMo's shares of approximately
(Yen)781 billion and (Yen)784 billion, respectively. These non-recurring gains
and taxes thereon have been excluded from the pro forma unaudited statement of
income.

NOTE 3

Prior to repurchasing the common stock, NTT intends to use the proceeds from
its sales of NTT DoCoMo shares to repay short-term debt that will ultimately be
re-borrowed in order to pay a special dividend and repurchase NTT's outstanding
common stock. Accordingly, the proceeds from the sales are reflected in cash
and cash equivalents without giving effect to the proposed share repurchase or
special dividend. The reduction in interest expense as a result of short-term
debt repayments pending the expected share repurchase and special dividend is
not material.

NOTE 4

Basic and diluted net income per share amounts are computed using net income
a divided by the weighted average number of shares of NTT's common stock that
were outstanding for the period presented. Basic and diluted net income per
share are the same for this period.

P-6
<PAGE>

UNDERWRITING

The global offering consists of (i) the U.S. offering of an aggregate of
shares, in the form of shares or ADSs, in the United States and Canada, (ii)
the international offering of an aggregate of shares, in the form of
shares or ADSs, outside the United States, Canada and Japan, and (iii) the
Japanese offering of an aggregate of shares inside Japan. Daiwa Securities
Co. Ltd., Goldman Sachs International and UBS AG, acting through its division
Warburg Dillon Read, ("Warburg Dillon Read") are the joint global coordinators
and joint bookrunners of the global offering.

MOF, NTT and the underwriters for the U.S. offering named below have entered
into an underwriting agreement with respect to the shares being offered in the
U.S. offering. Subject to certain conditions, each U.S. underwriter has
severally agreed to purchase the number of shares indicated in the table below.
Goldman, Sachs & Co., Warburg Dillon Read LLC and Daiwa Securities America Inc.
are the representatives of the U.S. underwriters.

<TABLE>
<CAPTION>
U.S. UNDERWRITERS NUMBER OF SHARES
----------------- ----------------
<S> <C>
Goldman, Sachs & Co.........................................
Warburg Dillon Read LLC.....................................
Daiwa Securities America Inc................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.......................................
Morgan Stanley & Co. Incorporated...........................
Salomon Smith Barney Inc....................................
-----
Total.......................................................
=====
</TABLE>

The following table shows the per share and total underwriting commissions to
be paid to the U.S. underwriters by MOF.

<TABLE>
<CAPTION>
PAID BY MOF
-----------
<S> <C>
Per Share......................................................... (Yen)
Total............................................................. (Yen)
</TABLE>

Shares and ADSs sold by the underwriters to the public will initially be
offered at the initial public offering prices set forth on the cover of this
prospectus. Any shares or ADSs sold by the underwriters to securities dealers
may be sold at a discount of up to (Yen) per share or $ per ADS from
the respective initial public offering price. Any such securities dealers may
resell any shares or ADSs purchased from the U.S. underwriters to certain other
brokers or dealers at a discount of up to (Yen) per Share or $ per ADS
from the respective initial public offering price. If all the shares and ADSs
are not sold at the initial offering price, the joint global coordinators may
change the offering prices and the other selling terms.

NTT and MOF have also entered into an underwriting agreement for the sale of
shares outside the United States, Canada and Japan. The U.S. and
international offerings are conditioned on each other and also on the closing
of the Japanese offering. Warburg Dillon Read, Daiwa Europe Limited and Goldman
Sachs International are the joint lead managers of the underwriters for the
international offering. MOF and NTT have also entered into an underwriting
agreement with the underwriters for the Japanese offering for the sale of
shares in Japan. The offering price and aggregate underwriting commissions per
share for each of the U.S. offering, the international offering and the
Japanese offering are identical.

U-1
<PAGE>

The underwriters for each of the offerings have entered into an agreement in
which they agree to restrictions on where and to whom they and any dealer
purchasing from them may offer shares or ADSs in connection with the global
offering. The U.S. and international underwriters also have agreed that they
may sell shares between their respective underwriting groups.

NTT and MOF have agreed with the underwriters not to dispose of or hedge any
of their shares or securities convertible into or exchangeable for shares
during the period from the date of this prospectus continuing through the date
180 days after the date of this prospectus, except with the prior written
consent of the joint global coordinators. This agreement does not apply to any
existing employee or director benefit plans.

In connection with the global offering, the U.S. and international
underwriters may purchase and sell shares in the open market. These
transactions may include short sales, stabilizing transactions and purchases to
cover positions created by short sales. Short sales involve the sale by the
underwriters of a greater number of shares than they are required to purchase
in the offerings. Stabilizing transactions consist of certain bids or purchases
made for the purpose of preventing or retarding a decline in the market price
of the shares while the global offering is in progress.

These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the common stock or the ADSs. As a result, the price
of the common stock or the ADSs may be higher than the price that otherwise
might exist in the open market. If these activities are commenced, they may be
discontinued by the underwriters at any time. These transactions may be
effected on the London Stock Exchange, the New York Stock Exchange, in the
over-the-counter market or otherwise.

In addition, in connection with the Japanese offering, the Japanese
underwriters may engage in stabilizing transactions on the Tokyo Stock Exchange
in accordance with applicable Japanese regulations and customary practice in
Japan. Under those regulations, a representative of the Japanese underwriters
may maintain a stabilizing bid on the Tokyo Stock Exchange at a price above the
initial public offering price for the global offering, including a price as
high as, but no higher than, the closing price of the common stock on that
exchange on the date of this prospectus, which was (Yen) per share. However,
any such stabilization will be permitted only during the two trading days in
Tokyo immediately following the date of this prospectus. The underwriters are
seeking exemptive relief from the U.S. Securities and Exchange Commission to
permit this stabilization in Japan.

NTT estimates that its total expenses for the global offering will be
approximately $ .

NTT has agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.

The underwriters expect to deliver certificates representing the shares
against payment therefor in yen in Tokyo through the central clearing system
(JASDEC) in Japan on , 1998 (Tokyo time). The underwriters expect to
deliver ADSs against payment therefor in U.S. dollars in New York, New York
through the facilities of DTC on , 1998.

U-2
<PAGE>

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

No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus. You must not rely
on any unauthorized information or representations. This prospectus is an
offer to sell only the shares offered hereby, but only under circumstances and
in jurisdictions where it is lawful to do so. The information contained in
this prospectus is current only as of its date.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary....................................................... 1
Where To Find More Information........................................... 8
Forward Looking Statements............................................... 8
Use of Proceeds.......................................................... 8
Exchange Rates........................................................... 8
Capitalization........................................................... 10
Selected Financial Data.................................................. 11
Unaudited Pro Forma Financial Information................................ 13
Selected Operating Data.................................................. 14
Recent Developments...................................................... 15
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 17
Business................................................................. 27
Regulatory Developments.................................................. 38
Dividends and Price Range of Shares and ADSs............................. 40
Principal Shareholders and Selling Shareholder........................... 44
Description of the Shares................................................ 45
Description of Deposit Agreement......................................... 52
Certain Tax Considerations............................................... 58
Experts.................................................................. 60
Validity of Securities................................................... 61
Index to Financial Statements............................................ F-1
Underwriting............................................................. U-1
</TABLE>

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

NIPPON TELEGRAPH AND TELEPHONE CORPORATION

1,000,000 SHARES OF COMMON STOCK
(PAR VALUE (Yen)50,000 PER SHARE)

IN THE FORM OF SHARES AND AMERICAN DEPOSITARY SHARES

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

[LOGO]
NTT

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

GOLDMAN, SACHS & CO.

WARBURG DILLON READ LLC

DAIWA SECURITIES AMERICA INC.

Representatives of the U.S. Underwriters

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION.

The estimated expenses in connection with the issuance and sale of the ADSs
being registered hereunder (other than underwriting discounts) are set forth in
the following table:

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.............. $ 432,330
Accounting fees and expenses..................................... 65,000
Legal fees and expenses.......................................... 700,000
Printing expenses................................................ 350,000
Miscellaneous.................................................... 1,500,000
----------
Total........................................................ $3,047,330
==========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Articles 254 and 280 of the Commercial Code of Japan make the provisions of
Section 10, Chapter 2, Book III of the Civil Code applicable to the
relationship between NTT and its directors and corporate auditors,
respectively. Section 10, among other things, provides in effect that:

(1) If a director or a corporate auditor of a company has defrayed any
expenses which are considered necessary for the management of the affairs
of such company entrusted to him, he may demand reimbursement therefor from
the company;

(2) If a director or a corporate auditor has assumed an obligation
necessary for the management of the affairs entrusted to him, he may
require the company to perform it in his place or, if it is not due, to
furnish adequate security; and

(3) If a director or a corporate auditor, without any fault on his part,
sustains damage through the management of the affairs entrusted to him, he
may demand compensation therefor from the company.

ITEM 16. EXHIBITS.

See Exhibit Index on Page II-6.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under Item 15
above, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933, as amended,
and will be governed by the final adjudication of such issue.

II-1
<PAGE>

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liabilities under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-2
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM F-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF TOKYO, JAPAN ON NOVEMBER 20, 1998.

Nippon Telegraph and Telephone
Corporation

*
By: _________________________________
(JUN-ICHIRO MIYAZU, PRESIDENT)

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----

<S> <C> <C>
* Chairman and Director November 20, 1998
______________________________________
SHIGEO SAWADA

* President and Director November 20, 1998
______________________________________ (Principal Executive
JUN-ICHIRO MIYAZU Officer)

* Senior Executive Vice November 20, 1998
______________________________________ President and Director
HIDEKAZU INOUE

* Senior Executive Vice November 20, 1998
______________________________________ President and Director
TOSHIHARU AOKI

* Senior Executive Vice November 20, 1998
______________________________________ President and Director
KAZUO ASADA

* Executive Vice President November 20, 1998
______________________________________ and Director
MASANOBU SUZUKI

* Executive Vice President November 20, 1998
______________________________________ and Director
YUJI MATSUO

* Executive Vice President November 20, 1998
______________________________________ and Director
HIROSHI ISHIHARA

* Executive Vice President November 20, 1998
______________________________________ and Director (Principal
TOSHIYUKI MINESHIMA Financial and Accounting
Officer)

* Executive Vice President November 20, 1998
______________________________________ and Director
NORIO WADA

</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----

<S> <C> <C>
* Executive Vice President November 20, 1998
______________________________________ and Director
TADAYUKI ARAI

* Executive Vice President November 20, 1998
______________________________________ and Director
KIYOSHI MITA

* Executive Vice President November 20, 1998
______________________________________ and Director
SATOSHI MIURA

* Executive Vice President November 20, 1998
______________________________________ and Director
MICHIO TAKEUCHI

* Executive Vice President November 20, 1998
______________________________________ and Director
KATSUYA OKIMI

* Senior Vice President and November 20, 1998
______________________________________ Director
HIROFUMI SHIMADA

* Senior Vice President and November 20, 1998
______________________________________ Director
MASAHIRO SHIBAO

* Senior Vice President and November 20, 1998
______________________________________ Director
RYUJI NUNOTANI

* Senior Vice President and November 20, 1998
______________________________________ Director
YOSHINORI UDA

* Senior Vice President and November 20, 1998
______________________________________ Director
SEIJI TAKASHIMA

* Senior Vice President and November 20, 1998
______________________________________ Director
MICHITOMO UENO

* Senior Vice President and November 20, 1998
______________________________________ Director
TOSHIAKI FUKUI

* Senior Vice President and November 20, 1998
______________________________________ Director
KUNIHIRO KATO

* Senior Vice President and November 20, 1998
______________________________________ Director
SHIN-ICHI AIZAWA
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----

<S> <C> <C>
* Senior Vice President and November 20, 1998
______________________________________ Director
MASAAKI KASAHARA

* Senior Vice President and November 20, 1998
______________________________________ Director
KANJI KOIDE

* Senior Vice President and November 20, 1998
______________________________________ Director
YOSHIYUKI SUKEMUNE

* Senior Vice President and November 20, 1998
______________________________________ Director
YOSHIO BESSYO

* Senior Vice President and November 20, 1998
______________________________________ Director
JUN-ICHI YUKI

* Senior Vice President and November 20, 1998
______________________________________ Director
KIYOSHI FUJITA

* Senior Vice President and November 20, 1998
______________________________________ Director
SHUNZO MORISHITA

* Senior Vice President and November 20, 1998
______________________________________ Director
SHIGEHIKO SUZUKI

* Senior Vice President and November 20, 1998
______________________________________ Director
MAMORU ISHIDA

* Senior Vice President and November 20, 1998
______________________________________ Director
NOBUHARU ONO

* Senior Vice President and November 20, 1998
______________________________________ Director
SUSUMU FUKUZAWA

* Director and Counselor to November 20, 1998
______________________________________ the President
RYUZO SEJIMA

NTT AMERICA, INC.

* President and Chief November 20, 1998
By: __________________________________ Executive Officer
KEISUKE NAKASAKI

/s/ Mototane Miyazaki
*By: _________________________________
MOTOTANE MIYAZAKI, ATTORNEY-IN-FACT
</TABLE>

* Mototane Miyazaki, by signing his name hereto, does sign this document on
behalf of the person indicated above pursuant to a power of attorney duly
executed by such person and filed with the Securities and Exchange
Commission.

II-5
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
PAGE
EXHIBIT NO.
------- ----
<C> <S> <C>
1. Form of Underwriting Agreement.*
2.1 Nippon Telegraph and Telephone Corporation Law (English
translation thereof) (incorporated by reference to Exhibit 1.4
to NTT's Registration Statement on Form 20-F (file
no. 1-8910)).
2.2 Law Concerning Partial Revision to the Nippon Telegraph and
Telephone Corporation Law (English translation thereof)
(incorporated by reference to NTT's Form 6-K dated June 30,
1997).
2.3 Supplemental Provisions for the Law Concerning Partial Revision
to the Nippon Telegraph and Telephone Corporation Law (English
translation thereof) (incorporated by reference to NTT's Form
6-K dated July 8, 1997).
3.1 Articles of Incorporation of NTT (English translation thereof)
(incorporated by reference to Exhibit 3.1 to NTT's Registration
Statement on Form F-3 (file no. 333-8264)).
3.2 Regulations of Board of Directors of NTT (English translation
thereof) (incorporated by reference to Exhibit 1.2 to NTT's
Registration Statement on Form 20-F (file no. 1-8910)).
3.3 Share Handling Regulations of NTT (English translation thereof)
(incorporated by reference to Exhibit 1.3 to NTT's Registration
Statement on Form 20-F (file no. 1-8910)).
4.1 Deposit Agreement, dated as of July 8, 1994, among NTT, Morgan
Guaranty Trust Company of New York, as Depositary, and all
holders from time to time of American Depositary Receipts
issued thereunder (incorporated by reference to Exhibit (a) to
Registration Statement on Form F-6 (file no. 33-81562)).
4.2 Form of ADR (included in Exhibit 4.1).
4.3 Specimen Certificate for shares of NTT's common stock, par
value (Yen)50,000 per share (English translation thereof)
(incorporated by reference to Exhibit 2.2 to NTT's Registration
Statement on Form 20-F (file no. 1-8910)).
5.1 Opinion and consent of Tomotsune Kimura & Mitomi, as to the
validity of the shares underlying the ADSs.
8.1 Tax opinion and consent of Milbank, Tweed, Hadley & McCloy.
23.1 Consent of Price Waterhouse.
23.2 Consent of Tomotsune Kimura & Mitomi (included in Exhibit 5.1).
23.3 Consent of Milbank, Tweed, Hadley & McCloy (included in Exhibit
8.1).
24. Powers of Attorney.
</TABLE>
- --------
* To be filed by amendment.

II-6

<PAGE>

EXHIBIT 5.1

(letterhead of TK&M)

November 20, 1998

Nippon Telegraph and Telephone Corporation
19-2, Nishi-Shinjuku 3-chome
Shinjuku-ku, Tokyo 163-8019

Dear Sirs:

In connection with the Registration Statement (together with any
amendments, including pre- and post-effective amendments and supplements
thereto, the "Registration Statement") which you have filed to register under
the United States Securities Act of 1933, 1,000,000 shares of your Common Stock,
par value 50,000 Japanese yen per Share ("Shares"), in the form of shares or
American Depository Shares, you have asked that we furnish our opinion to be
filed as Exhibit 5.1 to the Registration Statement. For such purpose we have
reviewed the provisions of your Articles of Incorporation and such other
documents and such questions of law as we have deemed necessary or advisable. On
the basis of such review we advise you that in our opinion the Shares, when
sold, will be legally issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and we also consent to the reference made to us under the
captions "Validity of Securities" and "Certain Tax Considerations" in the
Prospectus contained in the Registration Statement.

Very truly yours,

Tomotsune Kimura & Mitomi

<PAGE>

EXHIBIT 8.1

[LETTERHEAD OF MILBANK, TWEED, HADLEY & McCLOY]

November 20, 1998

Nippon Telegraph and Telephone Corporation
19-2, Nishi-Shinjuku 3-chome
Shinjuku-ku, Tokyo 163-8019
Japan

Ladies and Gentlemen:

We have acted as United States tax counsel for Nippon Telegraph and
Telephone Corporation (NTT) (the "Company"), in connection with the sale of
American Depositary Shares ("ADSs") each representing 1/200th of one share of
common stock (a "Share") of the Company. We refer to the prospectus (the
"Prospectus"), in particular to the section of the Prospectus entitled "United
States Federal Income Taxation" forming part of the Registration Statement on
Form F-3 filed by the Company with the U.S. Securities and Exchange Commission
to effect registration of the Shares pursuant to the Securities Act of 1933 as
amended (the "Securities Act"), and the rules and regulations promulgated
thereunder, and any amendments, including post-effective amendments and
supplements thereto, and any registration statements filed pursuant to Rule
462(b) of the Securities Act related thereto.

We have examined such documents, records and matters of laws as we have
deemed necessary for purposes of this opinion, and based thereupon we are of the
opinion that the discussion in that section, to the extent it states matters of
law or legal conclusions and subject to the qualifications and limitations
contained therein, fairly discusses the principal United States federal income
tax consequences that are likely to be material to a beneficial owner of the
ADSs.

We express no opinion in respect of those matters governed by or
construed in accordance with the law of any jurisdiction other than the federal
laws of the United States of America.

1
<PAGE>

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to the name of our firm therein,
without thereby admitting that we are "experts" under the Act or the rules and
regulations of the Securities and Exchange Commission thereunder for the
purposes of any part of the Registration Statement.

Milbank, Tweed, Hadley & McCloy

DLP/BK

<PAGE>

Exhibit 23.1

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form F-3 of our report dated June 26, 1998 except for
Note 3 as to which the date is October 1, 1998, relating to the consolidated
financial statements of Nippon Telegraph and Telephone Corporation as of March
31, 1998 and 1997 and for each of the three years in the period ended March 31,
1998, which appears in such Prospectus. We also consent to the incorporation by
reference in the Prospectus constituting part of this Registration Statement on
Form F-3 of Nippon Telegraph and Telephone Corporation of our report dated June
26, 1998 relating to the consolidated financial statements of Nippon Telegraph
and Telephone Corporation as of March 31, 1998 and 1997 and for each of the
three years in the period ended March 31, 1998 appearing on page F-2 of Nippon
Telegraph and Telephone Corporation's Annual Report on Form 20-F for the year
ended March 31, 1998. We also consent to the reference to us under the heading
"Experts," "Summary Financial Information," and "Selected Financial Data" in
such Prospectus. However, it should be noted that Price Waterhouse has not
prepared or certified such "Summary Financial Information" and "Selected
Financial Data."

/s/ Price Waterhouse
- ----------------------

Tokyo Japan

November 20, 1998

<PAGE>

Exhibit 24

POWER OF ATTORNEY
-----------------

KNOW ALL MEN BY THESE PRESENTS that the undersigned, as President and
Chief Executive Officer of NTT AMERICA, INC., a Delaware corporation (the
"Company"), hereby constitutes and appoints Mr. Mototane Miyazaki the
-------
undersigned's true and lawful attorney and agent, with full power of
substitution and resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorney and agent may deem necessary
or desirable to enable the Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the Securities and
Exchange Commission thereunder in connection with the registration under such
Act of Common Stock of the Company in the form of shares or American Depositary
Shares, to be offered on terms to be determined at the time such securities are
offered for sale, including specifically, but without limiting the generality of
the foregoing power and authority:

1. To sign the name of the Company and the name of the
undersigned, individually and in his capacity as officer of the Company,
to a Registration Statement on Form F-3 relating to the shares of Common
Stock and any Registration Statement on Form F-6 relating to American
Depositary Receipts representing such shares to be filed with the
Securities and Exchange Commission with respect to said securities, to
any and all amendments, including post-effective amendments to such
Registration Statement, and to any and all instruments or documents
filed as a part of or in connection with such Registration Statement and
amendments; and

2. To sign such other documents and do such other things as
said agent and attorney-in-fact may deem necessary or appropriate in
connection with the foregoing.

The undersigned hereby ratifies and confirms all that said attorney and
agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF the undersigned has subscribed these presents this
20th day of November, 1998.

/s/ KEISUKE NAKASAKI
--------------------
Keisuke Nakasaki
President and Chief Executive Officer

<PAGE>

POWER OF ATTORNEY
-----------------

KNOW ALL MEN BY THESE PRESENTS that each of the undersigned, a director
and/or officer of NIPPON TELEGRAPH AND TELEPHONE CORPORATION, a Japanese
corporation (the "Company"), hereby constitutes and appoints Mr. Mototane
-------
Miyazaki each of the undersigned's true and lawful attorney and agent, with full
power of substitution and resubstitution, to do any and all acts and things and
to execute any and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission thereunder in connection with the
registration under such Act of Common Stock of the Company in the form of shares
or American Depositary Shares, to be offered on terms to be determined at the
time such securities are offered for sale, including specifically, but without
limiting the generality of the foregoing power and authority:

1. To sign the name of the Company and the name of the
undersigned, individually and in his capacity as director or officer of
the Company, to a Registration Statement on Form F-3 relating to the
shares of Common Stock and any Registration Statement on Form F-6
relating to American Depositary Receipts representing such shares to be
filed with the Securities and Exchange Commission with respect to said
securities, to any and all amendments, including post-effective
amendments to such Registration Statement, and to any and all
instruments or documents filed as a part of or in connection with such
Registration Statement and amendments; and

2. To sign such other documents and do such other things as
said agent and attorney-in-fact may deem necessary or appropriate in
connection with the foregoing.

Each of the undersigned hereby ratifies and confirms all that said
attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF each of the undersigned has subscribed these presents
this 20th day of November, 1998.

/s/ SHIGEO SAWADA /s/ JUN-ICHIRO MIYAZU
- ----------------- ----------------------
Shigeo Sawada Jun-ichiro Miyazu
Chairman President
(Director) (Principal Executive Officer)
(Director)

/s/ HIDEKAZU INOUE /s/ TOSHIHARU AOKI
- ------------------- ------------------
Hidekazu Inoue Toshiharu Aoki
Senior Executive Vice President Senior Executive Vice President
(Director) (Director)
<PAGE>

-2-

/s/ KAZUO ASADA /s/ MASANOBU SUZUKI
- --------------- -------------------
Kazuo Asada Masanobu Suzuki
Senior Executive Vice President Executive Vice President
(Director) (Director)

/s/ YUJI MATSUO /s/ HIROSHI ISHIHARA
- --------------- --------------------
Yuji Matsuo Hiroshi Ishihara
Executive Vice President Executive Vice President
(Director) (Director)

/s/ TOSHIYUKI MINESHIMA /s/ NORIO WADA
- ----------------------- --------------
Toshiyuki Mineshima Norio Wada
Executive Vice President Executive Vice President
(Principal Financial and Accounting Officer) (Director)
(Director)

/s/ TADAYUKI ARAI /s/ KIYOSHI MITA
- ----------------- ----------------
Tadayuki Arai Kiyoshi Mita
Executive Vice President Executive Vice President
(Director) (Director)

/s/ SATOSHI MIURA /s/ MICHIO TAKEUCHI
- ----------------- -------------------
Satoshi Miura Michio Takeuchi
Executive Vice President Executive Vice President
(Director) (Director)

/s/ KATSUYA OKIMI /s/ HIROFUMI SHIMADA
- ----------------- --------------------
Katsuya Okimi Hirofumi Shimada
Executive Vice President Senior Vice President
(Director) (Director)

<PAGE>

-3-

/s/ MASAHIRO SHIBAO /s/ RYUJI NUNOTANI
- ------------------- ------------------
Masahiro Shibao Ryuji Nunotani
Senior Vice President Senior Vice President
(Director) (Director)

/s/ YOSHINORI UDA /s/ SEIJI TAKASHIMA
- ----------------- -------------------
Yoshinori Uda Seiji Takashima
Senior Vice President Senior Vice President
(Director) (Director)

/s/ MICHITOMA UENO /s/ TOSHIAKI FUKUI
- ------------------ ------------------
Michitomo Ueno Toshiaki Fukui
Senior Vice President Senior Vice President
(Director) (Director)

/s/ KUNIHIRO KATO /s/ SHIN-ICHI AIZAWA
- ----------------- --------------------
Kunihiro Kato Shin-ichi Aizawa
Senior Vice President Senior Vice President
(Director) (Director)

/s/ MASAAKI KASAHARA /s/ KANJI KOIDE
- -------------------- ---------------
Masaaki Kasahara Kanji Koide
Senior Vice President Senior Vice President
(Director) (Director)

/s/ YOSHIYUKI SUKEMUNE /s/ YOSHIO BESSYO
- ---------------------- -----------------
Yoshiyuki Sukemune Yoshio Bessyo
Senior Vice President Senior Vice President
(Director) (Director)

<PAGE>

-4-

/s/ JUN-ICHI YUKI /s/ KIYOSHI FUJITA
- ----------------- ------------------
Jun-ichi Yuki Kiyoshi Fujita
Senior Vice President Senior Vice President
(Director) (Director)

/s/ SHUNZO MORISHITA /s/ SHIGEHIKO SUZUKI
- -------------------- --------------------
Shunzo Morishita Shigehiko Suzuki
Senior Vice President Senior Vice President
(Director) (Director)

/s/ MAMORU ISHIDA /s/ NOBUHARA ONO
- ----------------- ----------------
Mamoru Ishida Nobuharu Ono
Senior Vice President Senior Vice President
(Director) (Director)

/s/ SUSUMU FUKUZAWA /s/ RYUZO SEJIMA
- ------------------- ----------------
Susumu Fukuzawa Ryuzo Sejima
Senior Vice President Director and Counselor
(Director) to the President