September 25, 2006

Via U.S. Mail and Facsimile (212-698-1369)

Yoichi Nagata
Director of Overseas Investor Relations
Panasonic Finance (America), Inc.
1 Rockefeller Plaza, Suite 1001,
New York, NY 10020-2002

	Re:	Matsushita Electric Industrial Co., Ltd.
		Form 20-F for the Fiscal Year Ended March 31, 2006
		Filed September 11, 2006
		File No. 1-06784

Dear Mr. Nagata:

      We have limited our review of your Form 20-F for the fiscal
year ended March 31, 2006 to disclosure relating to your contacts
with countries that have been identified as state sponsors of
terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the
Assistant Director group with respect to other issues.  At this
juncture, we are asking you to provide us with supplemental
information, so that we may better understand your disclosure.
Please be as detailed as necessary in your response. After
reviewing
this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. We note from the Panasonic website that Panasonic maintains
sales
agents in Sudan and Syria and service networks in Iran and Syria,
and
that its overseas affiliate, National Electric Industrial Co.,
(Iran)
Ltd., operates in Iran.  In addition, public media reports
indicate
that you have had operations in Cuba.  The Form 20-F does not
include
any information on these operations.  Cuba, Iran, Sudan, and Syria
are identified as state sponsors of terrorism by the U.S. State
Department and are subject to U.S. economic sanctions and export
controls.  Please describe for us your past, current, and any
anticipated operations in, and other contacts with, Cuba, Iran,
Sudan, and Syria, whether through subsidiaries, affiliates, or
other
direct or indirect arrangements.  Describe the products,
technologies, equipment, expertise, or services you have sold or
otherwise provided into these countries.  Describe the extent to
which your dealings have been with the governments of those
countries, or entities affiliated with or controlled by their
governments.  Advise us whether, to the best of your knowledge,
understanding, and belief, any of the products, technologies,
equipment (including component parts), expertise, or services you
provide, have provided or anticipate providing into these
countries
have military applications; whether the government of any of these
countries has employed or will employ them in any military
applications; and, if so, the nature of the military
application(s)
in which they can be, have been or will be employed.
2. Please discuss the materiality of the operations or other
contacts
described in response to the foregoing comment, and whether those
operations or contacts, individually or in the aggregate,
constitute
a material investment risk for your security holders.  You should
address materiality in quantitative terms, including the dollar
amounts of any associated revenues, assets, and liabilities.
Please
also address materiality in terms of qualitative factors that a
reasonable investor would deem important in making an investment
decision, including the potential impact of corporate activities
upon
a company`s reputation and share value.
We note, for example, that Arizona and Louisiana have adopted
legislation requiring their state retirement systems to prepare
reports regarding state pension fund assets invested in, and/or
permitting divestment of state pension fund assets from, companies
that do business with countries identified as state sponsors of
terrorism.  The Pennsylvania legislature has adopted a resolution
directing its Legislative Budget and Finance Committee to report
annually to the General Assembly regarding state funds invested in
companies that have ties to terrorist-sponsoring countries.  The
Missouri Investment Trust has established an equity fund for the
investment of certain state-held monies that screens out stocks of
companies that do business with U.S.-designated state sponsors of
terrorism.  Florida requires issuers to disclose in their
prospectuses any business contacts with Cuba or persons located in
Cuba.  Connecticut, Illinois, Maine, Oregon, and New Jersey have
adopted, and other states are considering, legislation prohibiting
the investment of certain state assets in, and/or requiring the
divestment of certain state assets from, companies that do
business
with Sudan.  Harvard University, Stanford University, the
University
of California, and other academic institutions have adopted
policies
prohibiting investment in, and/or requiring divestment from,
companies that do business with Sudan.  Your materiality analysis
should address the potential impact of the investor sentiment
evidenced by such actions directed toward companies having
operations
in, or other business contacts with, Cuba, Iran, Sudan and Syria.

* * * * *

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please file your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Pradip
Bhaumik,
Attorney-Advisor, at (202) 551-3333 if you have any questions
about
the comments or our review.  You may also contact me at (202) 551-
3470.

								Sincerely,



								Cecilia D. Blye, Chief
								Office of Global Security
Risk


cc: 	Peggy Fisher
		Assistant Director
	Division of Corporation Finance


Yoichi Nagata
Panasonic Finance (America), Inc.
September 25, 2006
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