March 1, 2004

Determination of offer terms for Euro Yen Convertible Bonds Due 2009

At the meeting of its board of directors on 1 March 2004, NTN Corporation (hereinafter the "Company") resolved offer terms for Euro Yen Convertible Bonds due 2009 (bonds with stock acquisition rights, tenkanshasaigata shinkabu yoyakuken-tsuki shasai) (the "Bonds with Stock Acquisition Rights," of which the Bonds and the Stock Acquisition Rights are to be hereinafter referred to as the "Bonds" and the "Stock Acquisition Rights", respectively)

Stock acquisition rights

1. Amount to be paid on exercise of Stock Acquisition Rights

Same as the Bonds' issue price
Conversion price* ¥740
Reference prices as of 1 March 2004 (Offer terms determination date)
(a) NTN share price (Tokyo Stock Exchange; closing price) ¥509
(b) Conversion price premium
[(conversion price*)/(share price (closing price)) -1] x 100		 45.38%
*Price payable per share upon exercise of Stock Acquisition Rights

2. Portion incorporated into capital

¥370 per share

(1) Total amount of issue

The aggregate of ¥25,000,000,000, plus an aggregate principal amount of the Bonds in respect of the Bonds with Stock Acquisition Rights to be additionally issued upon exercise of the option granted to the Manager, and an aggregate principal amount of the Bonds in respect of replacement Bond Certificates that may be issued against appropriate evidence and indemnity in the case of loss, theft or destruction of any Bond Certificate.

(2) Date of resolution to issue

1 March 2004

(3) Subscription period

Not applicable

(4) Date of payment and date of issuance

19 March 2004

(5) Exercise period of the Stock Acquisition Rights

From and including 2nd April, 2004, up to the close of business (at the place where the Stock Acquisition Rights are to be exercised) on 4th March, 2009.
Provided, however, that the Stock Acquisition Right may not be exercised (a) if the Bonds shall have been called for redemption, then after the close of business (at the place where the Stock Acquisition Right is to be exercised) on the third business day in Tokyo prior to the date fixed for redemption thereof, or (b) if the Bonds shall become due and repayable, then after the time when the Bonds shall become so due and repayable, provided that in no event shall the Stock Acquisition Rights be exercised after 4th March, 2009.

(6) Maturity date

19 March 2009

This document was prepared for the purpose of public announcement related to NTN Corporation's Euro Yen Zero Coupon Convertible Bonds (bonds with stock acquisition rights, tenkanshasaigata shinkabu yoyakuken-tsuki shasai) but not for the purpose of encouraging investment. The bonds will not be offered for placement or sale within Japan. This document does not constitute an offer of NTN Corporation's bonds in all geographical regions, including the US. The bonds will be neither placed nor sold in within the US unless they are registered in accordance with the US Securities Act of 1933 or registration is waived. An offer of securities within the US requires the preparation of an English-language prospectus in accordance with the Securities Act of 1933. The abovementioned bonds will not be offered within the US.

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