Mitsui O.S.K. Lines, Ltd. Announces Result of Tender Offer
for Shares of Utoc Corporation, and Transfer of Subsidiary

February 28, 2006

FOR IMMEDIATE RELEASE
Mitsui O.S.K. Lines, Ltd.
Stock code: 9104
Listed on the First Section of the Tokyo Stock Exchange, the First Section of the Osaka
Securities Exchange, the First Section of the Nagoya Stock Exchange, the Sapporo Stock
Exchange and the Fukuoka Stock Exchange
Representative Director and President/Executive Officer: Akimitsu Ashida

TOKYO - Mitsui O.S.K. Lines, Ltd. (the Company; President: Akimitsu Ashida) today announced the end of the tender offering period for shares of Utoc Corporation (code #9358, hereinafter called the "Target Company"), effective on February 27, 2006. This execution started on February 6, 2006. Also, as a result of the tender offer, Utoc is slated to become a subsidiary of the Company effective on March 7, 2006. The results of the tender offer are as follows.

I. Results of the Tender Offer

1. Outline of the Tender Offer (officially announced on February 3, 2006)

1.  Name and address of company tendering the offer:

Mitsui O.S.K. Lines, Ltd.
2-1-1 Toranomon, Minato-ku, Tokyo

2.  Name of target company:

Utoc Corporatio

3.  Type of stock offered for the tender:

Common stock

4.  Tender offer period:

22 days from February 6 (Monday) to February 27 (Monday) 2006

5.  The tender offer price:

461 yen per share

2. Results of the tender offer

• Status of subscription
  

  Number of shares sought, etc. in the tender offer	5,390,000
  Number of shares sought in the tender offer	5,390,000
  Number of excess shares in the tender offer	0
  The total number of shares subscribed, etc	6,700,551
  The total number of shares purchased, etc	5,390,551

• Success and failure of the tender offer
  

  Since the total number of shares subscribed(6,700,551 shares) exceeds the number of shares sought in the tender offer (5,390,000 shares), as described in the public notice of the tender offer and notification of the tender offer, the Company will not offer all of the exceeding shares, but transfer and conduct other settlements concerning to purchase of those shares by the proportional percentage method, regulated in the Securities and Exchange Law Article 27 Clause 13 No.5 and the Cabinet Law No.32 concerning disclosure of the tender offer of shares by the parties other than the issuer.

  Total number of subscribing shareholders	Total number of shares subscribed	Total number of shares purchased	Total number of shares to be returned
  29	6,700,551	5,390,551	1,310,000

• Calculation method for the tender offer by proportional percentage method
  The total number of purchased shares from subscribing shareholders, calculated by rounding off the number of shares under one unit that occurred as a result of the proportional percentage calculation method, was less than the number of shares sought in the tender offer. Therefore, the Company purchased the number of shares subscribed for one additional subscribing share (it will be the number of subscribing shares in case it exceeds the number of shares subscribed by buying one additional unit of shares), from each of the subscribing shareholders, in order of precedence from the shareholders who had the largest number of shares cut off as a result of rounding off, until it reaches the number of shares sought in the tender offer.
• The total number of shares purchased and ownership percentage after the tender offer
  

  Number of shares owned before the tender offer:

  9,072,975 (ownership percentage 31.17%)

  Number of shares owned after the tender offer:

  14,463,526 (ownership percentage 49.69%)

  Note1:

  The ownership ratio is calculated based on the total number of shares the Target Company issued: 29,106,000 (as of September 30, 2005).

  Note2:

  The ownership percentage after the tender offer of the Company and its consolidated subsidiary is slated to be about 51%, and the Target Company is slated to become its consolidated subsidiary.

  Note3:

  The calculation of ownership ratio is rounding off the third place of decimals to the second decimal.

• Funds required for the tender offer: 2,485,044 thousand yen

3. Settlement method and starting date

• Tender offer agents and banks, and address of their headquarters:
  Daiwa Securities SMBC, 1-8-1 Marunouchi, Chiyoda-ku, Tokyo
  Daiwa Securities, 2-6-4 Ohtemachi, Chiyoda-ku, Tokyo
• Starting date of settlement: March 7, 2006 (Tuesday)
• Settlement method
  The notification of such purchase by the tender offer will be sent by mail to the addresses of subscribing shareholders (the standing proxy in case of foreign shareholders), immediately after completion of the tender offer.
  The purchase is conducted in cash. In accordance with directions of subscribing shareholders, payment for the purchased shares will be sent to the location designated by the subscribing shareholders, or paid at the headquarters or a branch of the tender offer agent, immediately after the settlement starting date.

4. Place where copies of the tender offer report are available for public inspection

Mitsui O.S.K. Lines, Ltd. Tokyo Head Office:

2-1-1 Toranomon, Minato-ku, Tokyo

Mitsui O.S.K. Lines, Ltd. Osaka Liaison Office:

3-6-32 Nakanoshima, Kita-ku, Osaka

Tokyo Stock Exchange:

2-1 Nihonbashi-Kabutocho, Chuo-ku, Tokyo

II. Transfer of Subsidiary

As a result of the above tender offer, the Company acquired directly or indirectly approximately 51% of the total number of issued shares of the Target Company. Thus, the Target Company will become a subsidiary of the Company.

1. Outline of subsidiary

• Company name: Utoc Corporation
• Representative: President Hiroyuki Nakagawa
• Address: 6-85, Benten-dori, Naka-ku, Yokohama
• Foundation: December 8, 1915
• Main business: Harbor and port transportation, logistics service, plant and machinery installation, real estate, etc.
• Paid-in capital: 1,455,300 thousand yen (as of September 30, 2005)
• Major shareholders (as of September 30, 2005) Shareholder ratio (%)
  

  Mitsui O.S.K. Lines, Ltd.	31.17
  Mitsui & Co., Ltd.	12.31
  Japan Trustee Service Bank, Ltd. (Service trust for beneficiary of the retrust, Mitsui Asset Trust and Banking Co., Ltd. / CMTB Equity Investment Co., Ltd., trust account)	4.85
  Japan Master Trust Bank (trust account)	3.01
  Mitsui Sumitomo Insurance Co., Ltd.	2.80
  The Bank of Yokohama, Ltd.	2.65
  Mitsui Life Insurance Company Limited	2.42
  Sumitomo Mitsui Banking Corporation	2.31
  BNP Pariba Securities Service (Proxy: Hong Kong and Shanghai Bank Tokyo Branch)	1.81
  Trust & Custody Services Bank, Ltd. (Securities investment trust account)	1.79

• Business performance and forecasts in recent fiscal years

  Consolidated

  (Unit: thousand yen)

  	FY2002 ending Mar. 2003	FY2003 ending Mar. 2004	FY2004 ending Mar. 2005
  Revenue	36,247,321	34,384,376	35,370,954
  Ordinary income	1,115,900	786,398	1,801,200
  Net income	769,536	151,297	1,952,184

  Nonconsolidated

  (Unit: thousand yen)

  	FY2002 ending Mar. 2003	FY2003 ending Mar. 2004	FY2004 ending Mar. 2005
  Revenue	30,151,216	26,780,318	27,395,613
  Ordinary income	709,032	256,965	1,106,662
  Net income	439,262	56,478	500,935

2. Scheduled transfer date of subsidiary
March 7, 2006 (Tuesday)

3. Effect on forecast
The Target Company is slated to become the Company's subsidiary as of March 7, 2006. In addition, there will not be a material effect on business performance for Financial Year 2005 ending Mar. 2006 of the Company as a result of executing this tender offer.