43HP Nat.grd.e W28

RNS Number:4545A
Tokyo-Mitsubishi International PLC
02 July 2004



                       Tokyo-Mitsubishi International plc

                                  (the Issuer)

                (Incorporated with limited liability in England)

                                     NOTICE

                to the holders of the following Series of Notes

    issued pursuant to the Issuer's U.S.$4,000,000,000 Euro Medium Term Note
                                   Programme

                 (the Noteholders and the Notes respectively).

 Series Numbers: 87, 98, 121, 127, 243, 244, 245, 251, 252, 254, 280, 283, 303,
313, 314, 315, 321, 326, 329, 331, 332, 342, 343, 344, 346, 347, 352, 355, 356,
359, 360, 365, 368, 374, 380, 382, 384, 390, 393, 395, 402, 405, 410, 411, 412,
415, 416, 422, 423, 425, 431, 455, 460, 464, 474, 498, 499, 512, 516, 520, 527,
528, 540, 556, 558, 560, 561, 567, 568, 572, 573, 605, 606, 607, 608, 610, 612,
                            613, 614, 620, 622, 625.


The Notes are constituted by a Trust Deed dated 24th November, 1994 (as amended
and restated from time to time) (the Trust Deed) made between the Issuer and The
Law Debenture Trust Corporation p.l.c. (the Trustee) as trustee for the
Noteholders.

Notice is hereby given to the Noteholders as follows:


        1.     As part of a corporate restructuring (the Restructuring) of The
        Bank of Tokyo-Mitsubishi, Ltd. (the Parent), the Parent has on 1st July,
        2004 transferred its entire shareholding in the Issuer to Mitsubishi
        Securities Co., Ltd. (a 52 per cent. owned subsidiary of the Parent).


        2.     In connection with the Restructuring, the Issuer has requested
        the Trustee to concur in making a modification to the event of default
        contained in Condition 9(a)(x) of the terms and conditions of the Notes
        in relation to Notes issued prior to 27th October, 2003, such that the
        reference therein to the Issuer ceasing to be a subsidiary wholly-owned
        and controlled, directly and indirectly, by the Parent should be
        replaced by a reference to the Parent ceasing to own at least a majority
        of the entire share capital of the Issuer or ceasing to control the
        Issuer, in each case, either directly or indirectly.


        3.     The Trustee, being of the opinion that the modification referred
        to above is both proper and not materially prejudicial to the interest
        of the Noteholders, has, in accordance with its powers under the Trust
        Deed, concurred in making such modification by means of a Sixteenth
        Supplemental Trust Deed dated 1st July, 2004 made between the Issuer and
        the Trustee.

        4.     In connection with the Restructuring, with effect from 5th July,
        2004 the name of the Issuer will change from Tokyo-Mitsubishi
        International plc to Mitsubishi Securities International plc.


        5.     In connection with the Restructuring, the Issuer will have the
        benefit of a new keep well agreement to be dated 5th July, 2004 with the
        Parent (the New Keep Well Agreement). Notes issued on or after 5th July,
        2004 will have the benefit of the New Keep Well Agreement. For the
        avoidance of doubt, Notes issued before 5th July, 2004 will continue to
        have the benefit of the existing keep well agreement between the Issuer
        and the Parent.




This Notice is given by:

Tokyo-Mitsubishi International plc

6 Broadgate

London EC4M 2AA


Dated 1st July, 2004.

Noteholders whose Notes are held by Euroclear or Clearstream, Luxembourg should
contact the following for further information:

  * Euroclear: Corporate Action Department (telephone Brussels +(322) 224
    4245, email: Bonds_offers@Euroclear.com)

  * Clearstream: CIE Department (telephone Luxembourg + (352) 46564 6414; fax:
    + (352) 46564 8248, email: ciefaxes.cs@clearstream.com)



                      This information is provided by RNS
            The company news service from the London Stock Exchange
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