To the Board of Directors and Stockholders of
Kobe Steel, Ltd.

  We have audited the accompanying consolidated balance sheets of Kobe Steel, Ltd. (a Japanese corporation) and subsidiaries at March 31, 2000 and 1999 and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended, expressed in Japanese yen. Our audits were made in accordance with generally accepted auditing standards in Japan and, accordingly, included such tests of the accounting records and such other auditing procedures, as we considered necessary in the circumstances.

  In our opinion, the consolidated financial statements referred to above present fairly the consolidated financial position of Kobe Steel, Ltd. and subsidiaries as of March 31, 2000 and 1999, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in Japan, applied on a consistent basis during the periods, except for the new accounting policy and changes in accounting policy, with which we concur, as noted in the following paragraph.

  As explained in Note 2. (1), in the year ended March 31, 2000, Kobe Steel, Ltd. and subsidiaries prospectively adopted the new Japanese accounting standard for consolidation and equity method accounting. Also, Kobe Steel, Ltd. and certain subsidiaries changed their method of accounting for expenses in respect of the development of new products and research into and the application of new technologies, effective April 1, 1998 as referred to in Note 2. (7), and Kobe Steel Ltd. and subsidiaries changed their method of segmentation of their business operations effective April 1, 1999 as referred to in Note 14.

  Kobe Steel, Ltd. has included information on differences between Japanese generally accepted accounting principles and International Accounting Standards in Note 3 to the Consolidated Financial Statements. This information is not required to be disclosed in Japan and is not included in the audited consolidated financial statements filed with the Ministry of Finance of Japan.

  Also, in our opinion, the U.S. dollar amounts in the accounting consolidated financial statements have been translated from Japanese yen on the basis set forth in Note 1.