SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 2, 2004

NOTICE OF CONVOCATION OF

THE 19TH ORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD AT

THE NEW TAKANAWA PRINCE HOTEL, TOKYO, JAPAN

ON JUNE 29, 2004, AT 10:00 A.M.

(This is a translation of the original notice

in Japanese mailed on June 2, 2004,

to shareholders in Japan.)

NIPPON TELEGRAPH AND TELEPHONE CORPORATION (NTT)

TOKYO, JAPAN

NOTICE OF CONVOCATION OF

THE 19TH ORDINARY GENERAL MEETING

OF SHAREHOLDERS

You are hereby notified that the 19th Ordinary General Meeting of Shareholders will be held as stated below.

Your attendance is respectfully requested.

In the event of your inability to attend, it is possible to exercise your voting rights with the voting right exercise form or via the Internet. You are requested to study the attached reference documents, indicate your approval or disapproval on the enclosed voting right exercise form and return it to the Company after affixing your seal, or indicate your approval or disapproval at the website (It is readable in Japanese only and not available for ADR Holders) designated by the Company (http://www.web54.net).

Particulars

END

1

(Attachment)

BUSINESS REPORT

(from April 1, 2003 to March 31, 2004)

I. OUTLINE OF BUSINESS

1. BUSINESS PROGRESS AND RESULTS

(1) Overall Conditions

During the fiscal year under review, although the employment situation remained unfavourable, economic conditions in Japan showed signs of recovery towards the end of the fiscal year owing to an upturn in consumer spending and further increases in corporate profits.

In the telecommunications field, market conditions changed rapidly amid an accelerating shift to broadband. In the ongoing expansion of the broadband market, ADSL services continued to grow, and optical accesses services, the mainstay of the broadband market, also spread rapidly amid fierce competition in the advent of the full-scale broadband era. In the mobile telecommunications market, amid upgrading and diversification of mobile multimedia services including interactive video communications, competition was further intensified with the introduction of fixed rate Internet access by mobile phone and other trends. Elsewhere, the fixed-line telephone market continued to decline along with the rapid expansion in fixed rate dedicated Internet access and IP phone services.

Under these business conditions, based on the “NTT Group Three-Year Business Plan” (FY2003-FY2005) formulated by Nippon Telegraph and Telephone Corporation (NTT) to map out the business direction to be taken by all NTT Group companies, the NTT Group made considerable efforts to restructure earnings and cut costs. To reinforce the revenue base of the broadband business, as regards optical access, which offers exceptionally high-speed, reliable two-way communications, the NTT Group made an all-out effort to reduce charges, promote sales and complete facilities and equipment in regions of concentrated demand, while aggressively promoting sales of FOMA, the NTT Group’s third-generation mobile phone system, expanding its coverage area and upgrading FOMA handset functions. We also established NTT Resonant Inc., to meet the challenge of cultivating the new broadband market in line with NTT’s “Business Vision for a New Optical Generation” aimed at early realization of a resonant communications environment.

Nippon Telegraph and Telephone East Corporation and Nippon Telegraph and Telephone West Corporation (the “two regional companies”) continued to restructure and further improve efficiency through cost cutting, as the regionally based outsourcing companies created to accept all new orders and undertake other business operations such as infrastructure maintenance, and worked to foster new regional IT-related demand.

As a result of such moves, although the two regional companies and NTT Communications Corporation continued to post lower operating revenues within a smaller fixed-line telephone market, owing to solid earnings of NTT DoCoMo,Inc., primarily in its i-mode service, consolidated operating revenues for NTT improved substantially, reaching ¥11,095.5 billion (a year-on-year increase of 1.6%), and consolidated net income before income taxes improved substantially, reaching ¥1,527.3 billion (a year-on-year increase of 8.7%). Further, consolidated net income for the year ended March 31, 2004 amounted to ¥643.9 billion (as against ¥233.4 billion for the previous term).

2

Note: The consolidated financial statements of NTT are prepared in accordance with U.S. generally accepted accounting standards.

NTT was involved in promoting fundamental research and development and disseminating its results. At the same time, through the adoption of a unifying and coordinating role in its holding company capacity, it strove to engineer the efficient development of the businesses of the NTT Group through the planning of overall strategy and supervision of the redistribution of management resources. In practical terms, NTT excercised its rights as a shareholder and provided each of the companies within the NTT Group with suitable advice and mediation services where appropriate so that the NTT Group companies, while basically developing their respective businesses independently and autonomously, undertook activities that were in line with the general direction in which the NTT Group was moving based on its three-year business plan. In an additional move during the year, as well as offering the results of fundamental research and development activities, NTT implemented “Comprehensive Commercialisation Functions” to promote commercialisation plans for fundamental technologies.

With reference to treasury stock acquisitions by NTT DoCoMo, Inc. (scheduled purchase of 919,117 shares), NTT implemented the sale of 698,000 shares of NTT DoCoMo, Inc., valued at ¥189.8 billion. As regards subscribing to the private offering of shares in Internet Initiative Japan Inc., valued at ¥12 billion, to strengthen the tie-up with the company and take advantage of its advanced Internet-related technological capabilities, NTT subscribed ¥9.6 billion and NTT Communications Corporation ¥0.7 billion with an aim to developing broadband business and expanding operations.

As a result, NTT’s operating revenues for the fiscal period amounted to ¥258.1 billion (a year-on-year increase of 16.2%), while recurring profit totaled ¥78.6 billion (recurring profit for previous term was ¥15.4 billion). By factoring in extraordinary income from sales of ¥189.5 billion of NTT DoCoMo, Inc., and other sources, net income for the year amounted to ¥240.3 billion (net income for previous term was ¥81.1 billion).

With regard to stock repurchases, for which approval was received at the 18th Ordinary General Meeting of its Shareholders held on June 27, 2003, subject to a limit of 200,000 shares of its common stock and a maximum acquisition value of ¥100 billion, NTT repurchased 190,460 shares in the fiscal year for a total sum of ¥99.99949 billion.

(2) Group Operational Review

[1] Share ownership and exercise of voting rights

NTT exercises its rights as a shareholder using the criterion of whether or not NTT Group companies are developing their businesses appropriately and independently in line with the general direction in which the NTT Group is moving. The exercising of shareholder rights manifested itself in NTT voting for the approval of a number of resolutions at the Ordinary General Meeting of NTT Group companies that took place in the fiscal year under review (2003). At that meeting, it was resolved that the business development directions being taken by NTT Group companies during the fiscal year ended March 2003 (FY 2002) had been appropriately in line with that of the NTT Group as a whole.

3

The meeting also resolved that the NTT Group’s financial results and condition, retained profits and business management for FY2002 had been similarly fitting. Following this decision, NTT voted to approve the proposed appropriation of unappropriated retained earnings, based on proposals by each of the NTT Group companies, as well as the election of directors and other issues. As a result of this appropriation, NTT received ¥71.5 billion in dividends (dividends in the previous year were ¥11.8 billion).

Notes:

Besides focusing on the sale of optical access services, the two regional companies established new outsourcing companies in each region to accept orders and undertake other business operations such as infrastructure maintenance, and implemented structural reforms aimed at developing new businesses and cutting costs.

In addition to increasing the speed and reducing charges of OCN services, NTT Communications Corporation worked to expand its IP phone service and develop its global business.

NTT Data Corporation continued to provide reliable services from the systems it has in operation, and promoted its business in the field of electronic government and electronic local government.

In addition to aggressive sale of camera mobile phones and working to further the spread of its FOMA services, NTT DoCoMo, Inc. also focused on the global development of its i-mode service.

The public sale by NTT of 698,000 shares of common stock of NTT DoCoMo, Inc., and the subsequent repurchase of 1,576,216 shares of stock by NTT DoCoMo, Inc. resulted in an increase in the share of NTT’s voting rights in NTT DoCoMo, Inc. from 63.0% to 63.6%.

[2] Provision of advice and mediation services to NTT Group companies

To manage the NTT Group effectively, NTT provided NTT Group companies with advice, mediation and other services.

In practical terms, in an initiative to quickly realize a resonant communications environment, NTT formulated the “NTT Group Three-Year Business Plan” (FY2003-FY2005)”. NTT also provided advice and mediation services for the development of global services and promotion of international businesses. NTT’s total revenues from Group management amounted to ¥20.9 billion, a decrease of 4.8% from the previous year. While receiving the additional benefit of such advice, mediation and other services, the principal business development activities of the main NTT Group companies during the year were as follows.

Nippon Telegraph and Telephone East Corporation and Nippon Telegraph and Telephone West Corporation

The two regional companies worked to strengthen their revenue base with improved broadband services while continuing to seek gains in management efficiency.

In broadband services, they improved competitiveness by implementing charge reductions and bolstering the support organization. As regards “B-FLET’S” optical access services in particular, while forcefully pursuing sales, they focused on strategic equipment maintenance and reducing the time to opening of online traffic in regions of concentrated demand. To maintain a competitive edge with “FLET’S ADSL”, they also succeeded in offering a service with a maximum download speed of approximately 40 Mbps. In addition, the two companies stimulated new demand for broadband by providing games, theater and other content targeted at FLET’S service users.

4

To match demand for corporate IP phone customers, the two companies offered a low calling charge within the IP network and to subscriber phones, and also began to offer a “Corporate IP Phone Service” enabling current phone subscribers to receive incoming calls on the same telephone number.

They also provided a service enabling calls to IP phones from subscriber and public telephones using a 050 prefix.

They also offered a new VPN service known as “Flat Ether” that can be set up economically between stations at the flat intra-prefectural rate, with a view to expanding orders from corporations and local governments.

With regard to raising management efficiency, the two companies continued to implement structural reforms through further cost cutting and reducing consignment expenses by expanding the workload of outsourcing companies in each region.

Despite the adverse effect on these business initiatives of intensified competition and ongoing contraction of the fixed-line telephone market, Nippon Telegraph and Telephone East Corporation posted operating revenues for the fiscal year of ¥2,267.1 billion (a year-on-year decrease of 3.6%). Nippon Telegraph and Telephone West Corporation posted operating revenues for the fiscal year of ¥2,166.8 billion (a year-on-year decrease of 2.2%).

Other Group member companies

NTT Communications Corporation focused on strengthening its IP phone services and developing its global business.

In OCN (Open Computer Network) services, besides offering “OCN.Phone,” an IP telephone service, as a standard set without the necessity of initial charge (setup fee) and basic monthly charge, the company strove to boost competitiveness by implementing ADSL services at higher speed and less expensive rates. It also looked to expand its business by adding mobile phones to call parties available with the IP telephone service.

Taking full advantage of its global IP network, which covers many areas of the United States of America, Europe and Asia, it also developed global IP services by launching the “Global IP-VPN Solution Package” enabling the setting up of a highly reliable VPN covering 138 countries and regions.

Despite these business initiatives, intensified competition and the ongoing shrinkage of the fixed-line telephone market exerted adverse effects. As a result, NTT Communications Corporation posted operating revenues for the fiscal year of ¥1,106.6 billion (a year-on-year decrease of 3.9%).

Besides working to generate continuous reductions in unit costs to bolster its competitiveness in the systems integration business, NTT Data Corporation implemented structural reforms for Group companies involved in regional businesses, and reorganization of Group companies offering maintenance and operational services. Alongside these moves, it dealt thoroughly with order taking for new systems such as its inter-ministerial electronic application systems for electronic government.

5

While forging working relationships with client businesses with joint capital investment, NTT Data Corporation made further progress in promoting new business with its “IT Partnership Business”.

As a result, NTT Data Corporation’s consolidated operating revenues for the fiscal year amounted to ¥846.7 billion, an increase of 1.8% from the previous year.

With its 3G FOMA services, NTT DoCoMo, Inc. expanded regional service areas and diversified its rates. These moves included the launch of the FOMA 900i Series handsets, which are more compact, lightweight units, with improved basic performance including continuous standby time, as well as a range of new features.

NTT DoCoMo, Inc. also continued to globally develop its i-mode service and 3G mobile phone services with investment and tie-ups with overseas associates cultivated thus far. The launch of i-mode in Spain and Italy, and 3G mobile phone services in Hong Kong are some of the achievements.

As a result of these moves, NTT DoCoMo, Inc. posted consolidated operating revenues for the fiscal year of ¥5,048.1 billion, an increase of 5.0% from the previous year.

(3) Fundamental research and development activities

With its focus on realizing a resonant communications environment, NTT promoted fundamental research and development into technologies aimed at achieving new-generation architecture and new services while also working to develop advanced fundamental technologies for the future.

Research and development into new-generation networks, which will offer comfortable end-to-end communications, include “Multicast MPLS” technology enabling high quality, reliable video communications on a nationwide scale, “Optional Topology (Connection Format) Network”, which allows connections to be freely changed between communication stations to allow sudden increases in data volume such as occur during a disaster, and high bending strength “Holey Fiber” optical fiber that can be laid out quickly at low cost.

Technologies supporting new services offered by the resonant communications environment include “WarpVision”, which enables instantaneous interactive video communications of TV quality images between personal computers connected in an optical broadband network. Other developments include “CyberSquash”, a system that employs electronic watermark technology enabling the user to automatically navigate to a specified homepage simply by reading an image in an advertisement or other printed material using a mobile phone equipped with digital camera. “Hot Window” is another system under development that constantly collects the latest information from websites throughout the world as they are continually updated. Further, the “Maximum Capacity Multi-application IC card”, a card developed by NTT which has the world’s largest storage capacity for IC cards, was first to comply with the standard specification for such cards determined by the International Standards Organization.

NTT also continued with other R&D programs into fundamental technologies designed to promote future business developments in line with the NTT Group’s long-term business strategy. The company has developed technology that achieves three-dimensional processing that controls an electron beam in nanometer units (a nanometer is a billionth of a meter), as well as KTN crystal, which enables miniaturization and power savings for optical communication components. The company has developed fabrication technology for high-quality diamond semiconductors, whose long-term reliability in conditions of space make them suitable for application in communications satellites. In addition, NTT is pursuing research in communication science, opening up new possibilities in communication through enhanced understanding of human audio-video faculties.

6

In an ongoing effort to protect the global environment, NTT conducts R&D into systems of quantitative assessment for the environmental impact of info-communications services, systems that detect minute quantities of pollutants in the atmosphere in a short time and provide results as environmental information on a network, as well as energy systems with minimal output of environmentally harmful substances.

Further, the “Comprehensive Commercialization Functions” introduced this year faithfully connect the results of R&D with business based on closer ties with NTT Group companies. Developments include “Info-MICA (Information-Multilayered Imprinted CArd”, a postage stamp sized plastic optical memory capable of storing the same amount of data as 1.7 compact discs, whose low-power consumption and copy-protection features make it suitable for incorporating in mobile phones as a storage medium for games, music and other content. “Pocket Energy” is a rechargeable solar cell type power source for mobile phones, digital cameras and many other portable devices that exacts minimal environmental impact. “Yellow Laser” is another development with potential for application in a range of fields, including medical and environmental measurements.

As a result, the total expenditure on research and development for the year amounted to ¥154 billion (a year-on-year decrease of 18.3%). In remuneration for its fundamental research and development activities, NTT received ¥146.8 billion (a year-on-year decrease of 19.8%).

(4) External Financing & Capital Investment

[1] External financing

To lend to Nippon Telegraph and Telephone East Corporation, Nippon Telegraph and Telephone West Corporation and NTT Communications Corporation for their capital investment, structural reforms and other purposes, NTT issued bonds and notes, and borrowed long-term from banks as detailed below.

[2] Capital investment

Capital investment expenditure by NTT during the fiscal year amounted to ¥18.9 billion, a figure 20% less than in the previous year. This was mainly on those items considered necessary for its fundamental R&D activities.

7

2. ISSUES FACING THE COMPANY

Although trends in currency exchange and the international political situation are still causes for concern, there has been continued growth in overseas economies and grounds for optimism concerning an albeit mild economic recovery in Japan.

In the telecommunications field, there was an acceleration in moves to broadband and ubiquitous communications, the results of which are permeating a range of fields in industry and everyday life, as can be observed in the advance of e-commerce and electronic government procedures and a more widespread integration of domestic appliances with networks. Much is expected of the use of IT in transforming socio-economic systems, as exemplified by the government’s “e-Japan Strategy II”. In this high growth market, it is predicted that continuing participation of businesses according to a variety of business models, together with relaxation in regulations and charge restrictions, will further intensify competition.

Under these circumstances, in an initiative aimed at early realization of a resonant communications environment, the NTT Group established NTT Resonant Inc., which began formal operations in April, 2004. As the principal broadband business engine of the NTT Group marshalling the NTT Group’s research facilities and development resources, NTT Resonant Inc. is taking a leading role in the development of high quality, interactive video communications services with exceptional operability, and new value-added broadband portal services with high functionality, which are being offered in conjunction with NTT Group companies. With regard to optical access services, NTT continued to increase overall sales strength by bolstering its sales organization and expanding related services, and also focused on further popularising its FOMA service by introducing a fixed-rate packet charge during i-mode service use and launching handsets with enhanced functionality. By early achievement of a resonant communications environment, the NTT Group hopes to make a contribution to solutions directed at various social issues, including low birth rates coupled with population aging, and the unemployment problem, as well as participation in the government’s IT strategy. Elsewhere, the NTT Group will continue to promote structural reforms in an effort to turn around its business and financial structure by improving management efficiency and expanding its business area. The entire NTT Group is also devoted to conducting thoroughly strict management with regard to customers’ personal information and security in the use of its services.

In this context, besides striving to promote NTT Group management by capitalizing on the advantages of the holding company structure, such as dynamic and flexible investment of total NTT Group resources and a unified R&D program, NTT will continue to provide all NTT Group companies with advice and mediation services as required, and advise on the effective sourcing of capital.

Besides focusing effort on the creation of fundamental technologies to support the realization of a resonant communications environment, the use of the “Comprehensive Commercialization Functions”, designed to assure that R&D results are reflected in commercial applications, will further promote the development of practical applications in cooperation with NTT Group companies.

NTT looks forward to the continued support of its shareholders.

8

[Glossary of Terms]

Explanations of specialist terminology contained in the text are given below.

• ADSL (Asymmetric Digital Subscriber Line)

A high-speed Internet connection service (particularly downstream) that uses existing copper-wire circuits.

• Broadband

High-speed, high-capacity communications.

• Broadband portal

Upgraded portal site with video search, content distribution and other functions suitable for the broadband era (first site visited on access to an information network). Helps to realize highly convenient services in combination with video communications.

• End-to-end

Spanning two network terminals. In this instance, it refers to a communications environment that can facilitate an instant connection between two people over a network without either having to be aware of the other’s usage conditions (something that is difficult to achieve with typical modern Internet set-ups).

• IP (Internet Protocol)

A defined communications method used over the Internet.

• IT

Information technology

• Mbps

Units of connection speed; 1 Mbps equals one megabit of data per second; a megabit is a million bits.

• Mobile multimedia

Internet usage or data communications facilitated using mobile devices.

• MPLS (Multi-Protocol Label Switching)

Technology for routing transfer data to a destination solely by label identification. MPLS is one of the fundamental technologies supporting the rapidly advancing broadband communications.

• Multi-application IC card

Card containing an integrated circuit enabling multiple applications on a single card.

• Network architecture

Conditions required by a network configuration for achieving functions to be offered by a communication network.

9

• Optical access services

Internet connection services that provide high connectivity both upstream and downstream using optical fibers.

• Outsourcing

Entrusting of entire aspects of company operations to an external contractor.

• Resonant communications environment

A next-generation communications environment that permits communications involving individuals or companies to be as pervasive and resonant as light. Specifically, such an environment enables communications to be:

• Systems integration business

A business that involves supplying customers with information systems that they require, providing a total service that covers installation, operation, repairs and maintenance, as well as construction of any infrastructure needed to link the systems supplied to computers, internal exchanges and other equipment.

• Ubiquitous

The ability to make a connection over an information network such as the Internet at any time and from any location.

• VPN (Virtual Private Network)

A service that creates a virtual network for a client in cyberspace using a network; because third parties cannot enter, this provides a private network that is restricted to a specific set of users.

10

11

II. COMPANY OUTLINE (as of March 31, 2004)

1. MAJOR BUSINESSES

NTT’s major business as a holding company for the NTT Group, which contains companies such as Nippon Telegraph and Telephone East Corporation, Nippon Telegraph and Telephone West Corporation, and NTT Communications Corporation, is to exercise its rights as sole shareholder and owner. In addition, the Company provides support to the NTT Group in the form of advice and mediation services, conducts research relating to the telecommunications technologies, and develops new businesses.

12