Aug 28, 2006

Press Release

FOR IMMEDIATE RELEASE

Media Contacts:                Investor Relations Contacts:

Akira Kadota (Japan)           Makoto Mihara (Japan)
International PR               Investor Relations 
(Tel: +81-3-3578-1237)         (Tel: +81-6-6908-1121)

Panasonic News Bureau (Japan)  Akihiro Takei (U.S.)
(Tel: +81-3-3542-6205)         Panasonic Finance (America), Inc.
                               (Tel: +1-212-698-1365)
Jim Reilly (U.S.)
(Tel: +1-201-392-6067)         Hiroko Carvell (Europe)
                               Panasonic Finance (Europe) plc
Brendon Gore (Europe)          (Tel: +44-20-7562-4400)
(Tel: +44-20-8899-2217)

Notice of Secondary Offering of Shares



Osaka, Japan, August 28, 2006 -- Matsushita Electric Industrial Co., Ltd. [NYSE symbol: MC], best known for its Panasonic brand, today announced that its Board of Directors has resolved as follows in connection with the secondary offering of its shares.

1. Class of shares to be offered and sold: Common stock
 
2. Selling shareholders and number of shares to be sold:
Name   Number of shares to be sold
Japan Trustee Services Bank, Ltd.
(Trust account in favor of Banks' Shareholdings Purchase Corporation held in Mitsui Asset Trust and Banking Company, Limited)
  17,121,000 shares
Sumitomo Life Insurance Co. 14,830,000 shares
Sumitomo Mitsui Banking Corporation 7,500,000 shares
Resona Bank, Ltd. 1,500,000 shares
Total 40,951,000 shares
 
3. Offer price:
To be determined on any date from Monday, September 11, 2006 through Wednesday, September 13, 2006 (the “Offer Price Determination Date”) in a range of 90 % through 100 % of the share price (closing price) on Tokyo Stock Exchange, Inc. on any such date based on demands accumulated in the book-building method in accordance with Article 7-2 of Fairness Rules of Japan Securities Dealers Association.
 
4.

Method of secondary offering:
All of the shares to be offered shall be underwritten by several underwriters.

The consideration of the underwriters for such offering shall be the aggregate amount of the offer price minus the aggregate subscription amount to be paid by the underwriters to the selling shareholders.

 
5. Offer period:
Expected to be the period from the business day immediately following the Offer Price Determination Date through the third business day following the Offer Price Determination Date
 
6. Delivery date:
Expected to be the seventh business day following the Offer Price Determination Date
 
7. Subscription money: The same amount as the offer price per share
 
8. Unit of offering: 1,000 Shares
 
9. The determination of the offering price and all other matters necessary in connection with this offering has been left to the discretion of the representative directors of the company.
 
10. The company filed a Securities Registration Notice on August 28, 2006 under the Securities and Exchange Law of Japan.
(Reference)
  Purpose of the offering:
The purpose of the above offering is to diversify the company’s shareholder distribution by selling shares mainly focused on individual investors.

The purpose of this press release is to make a general public statement of the sale of shares of common stock of Matsushita Electric Industrial Co., Ltd. outside of the United States and certain other matters. It has not been prepared for the purpose of soliciting investments in such common stock. Such common stock may not be and has not been registered under the United States Securities Act of 1933, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.


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