SECURITIES AND EXCHANGE COMMISSION

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934

For the month of June, 2004

MAKITA CORPORATION

3-11-8, Sumiyoshi-cho, Anjo City, Aichi Prefecture, Japan
(Address of principal executive offices)

[ Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: ]

[ Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. ]

Table of Contents

SIGNATURES

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.

(English Translation of the Notice of the 92nd Annual General Meeting of Shareholders Originally Issued in Japanese Language)

MAKITA CORPORATION

June 7, 2004

TO THE SHAREHOLDERS OF
MAKITA CORPORATION

Notice of the 92nd Annual General Meeting of Shareholders

You are respectfully requested to attend the 92nd Annual General Meeting of Shareholders of MAKITA CORPORATION, which is hereby announced.

If you do not expect to attend the meeting, you may exercise your voting rights through the enclosed voting form. Please review the accompanying information and send the enclosed voting form to us by return mail after indicating your vote for or against the proposition and affixing your seal. If you are attending the meeting in person, please present the enclosed voting form to the receptionist at the meeting.

3.  AGENDA:

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BUSINESS REPORT
(From April 1, 2003, to March 31, 2004)

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The 89th fiscal year:

     Net sales rose 1.8%, to 97,177 million yen, owing to the domestic sales growth that followed the vigorous introduction of new products as well as an increase in export sales to Asian countries. Despite an improvement in profitability, thanks to a rise in export prices, net income only went up 2.4%, to 4,000 million yen, because of the adoption of a newly introduced accounting standard of pension liabilities.

The 90th fiscal year:

     Net sales amounted to 89,424 million yen, down 8.0% from the previous fiscal year, owing to such factors as a shift of manufacturing operations to a China-based subsidiary and moves taken by Japanese retailers to reduce inventory levels that had risen amid the protracted recession. Just as in the previous year, the Company recorded an amortization of the pension liabilities (net of the fair market value of plan assets) that existed at the beginning of the period during which the new accounting standard was implemented, and it also recorded unrealized losses on investment securities. These and other factors depressed net income 47.5%, to 2,100 million yen.

The 91st fiscal year:

     Net sales amounted to 86,132 million yen, down 3.7% from the previous fiscal year, because of stagnation in power tool demand in Japan, decrease in export sales as a shift of manufacturing operations to a China-based subsidiary, and other factors. The Company recorded an amortization of the pension liabilities (net of the fair market value of plan assets) that existed at the beginning of the period during which the new accounting standard was implemented, and it also recorded unrealized losses on investment securities. These and other factors depressed net income 28.8%, to 1,494 million yen.

The 92nd fiscal year:

     A review of the period is provided in (1) Business Results.

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     2.  Developments of Makita Group

     Aiming to strengthen its marketing and service systems in Europe, the Company established several new companies—including Makita Farramentas, Sociedad Unipersonal, Lda. (Portugal) on June 30, 2003; Makita LLC (Russia) on October 3, 2003; and Makita Servis Centrum. S.R.O. (Slovakia) on March 24, 2004—that are accounted for as consolidated subsidiaries from the fiscal year under review.

     3.  Makita Group Results

     On a consolidated basis (Makita Corporation and 42 consolidated subsidiaries), net sales increased 4.8% from the previous fiscal year, to 184,117 million yen, as a result of sales increases in all regions except North America and Central/South America.

     Despite the recording of a loss at approximately 6 billion yen on the impairment on the assets of a golf course subsidiary, profitability was positively affected by such developments as an improvement in the cost-of-sales ratio, owing to such factors as a rise in the share of manufacturing operations carried out in China and the appreciation of the euro, and a large improvement among such nonoperating profit and loss items as those associated with securities assets and exchange losses on foreign currency transactions. As a result, income before income taxes surged 74.0%, to 16,170 million yen. However, increase in net income was restrained to 14.4%, which is primarily due to the 100 per cent valuation allowance provided on the deferred income tax asset on the impairment loss noted above. As a result, net income amounted to 7,691 million yen.

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     3. Subsequent Events

     Accompanying the implementation of the Defined-Benefit Corporate Pension Plan Law, the Company received permission on April 1, 2004 from the Minster of Health, Labour and Welfare to return to the government the substitutional portion of its welfare pension fund corresponding to the past service period.

     Accompanying this, the Company on the day permission was received recognized a reduction in its retirement benefit obligations associated with the substitutional portion. Consequently, the Company expects to record 6,331 million yen in extraordinary income during the current fiscal year.

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BALANCE SHEET
(As of March 31, 2004)

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STATEMENT OF INCOME
(From April 1, 2003, to March 31, 2004)

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(Notes of Balance Sheet)

(Notes of Statement of Income)

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PROPOSAL OF APPROPRIATION OF RETAINED EARNINGS

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English Translation of the Auditor’s Report Originally Issued in Japanese Language

Independent Auditors’ Report

April 26, 2004

The Board of Directors
Makita Corporation

We have audited the statutory report, that is the balance sheet, the statement of income, the business report (limited to accounting matters) and the proposal for appropriation of unappropriated retained earnings, and its supporting schedules (limited to accounting matters) of Makita Corporation (the “Company”) for the 92nd business year from April 1, 2003 to March 31, 2004 in accordance with Article 2 of “the Law for Special Exceptions to the Commercial Code Concerning Audit, etc. of Kabushiki Kaisha”. With respect to the aforementioned business report and supporting schedules, our audit was limited to those matters derived from the accounting books and records of the Company. These statutory report and supporting schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on the statutory report and supporting schedules based on our audit as an independent auditor.

We conducted our audit in accordance with generally accepted auditing standards in Japan. Those auditing standards require to obtain reasonable assurance about whether the statutory report and supporting schedules are free of material misstatement. An audit is performed on a test basis, and includes assessing the accounting principles used, the method of their application and estimates made by management, as well as evaluating the overall presentation of the statutory report and supporting schedules. We believe that our audit provides a reasonable basis for our opinion. Our audit procedures also include those considered necessary for the Company’s subsidiaries.

As a result of the audit, our opinion is as follows:

The subsequent event stated in the business report may have a material effect on the financial position and the result of operations of the Company in the business years subsequent to March 31, 2004.

Our firm and Engagement Partners have no interest in the Company which should be disclosed pursuant to the provisions of the Certified Public Accountants Law of Japan.

Note: Due to a January 1, 2004, merger, the Company’s accounting auditor, Asahi & Co., has become KPMG AZSA & Co.

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Audit Report of Board of Statutory Auditors
(Certified Copy)

Audit Report

April 28, 2004

Mr. Masahiko Goto
President
Makita Corporation

     The Board of Statutory Auditors, having received a report from each Statutory Auditor on the method and results of his audit on the performance of duties of Directors during the 92nd fiscal period, from April 1, 2003 to March 31, 2004, and having discussed with each other, does hereby report the results of their audit as follows:

     Each Statutory Auditor has, following the audit policy and distribution of audit responsibility among the Statutory Auditors set by the Board of Statutory Auditors, attended the meetings of the Board of Directors and other important meetings of the Company, received reports on the operation of the Company from Directors and other parties, perused important documents including those subject to executive approval, conducted examination of business conditions and assets at the head office and other major business offices and requested from the Company’s subsidiaries reports on their operation and, when deemed necessary, conducted on-site inspection on their financial position as well as their operation. Each Statutory Auditor has also received from accounting auditors reports concerning accounting audit and their opinions and conducted examination of accounting documents and the supplemental schedules.

     With respect to the Director’s engagement in competing transactions, transactions involving conflict of interest between the Company and a Director, the provision by the Company of a benefit without compensation, unusual transactions between the Company and its subsidiary or shareholder and acquisition and disposition by the Company of its own shares, each Statutory Auditor has, in addition to the audit procedures described above, requested reports from Directors and other parties and conducted investigation and examination of conditions of such transactions when deemed necessary.

In the opinion of the Board of Statutory Auditors:

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Information relating to exercise of voting rights

Agenda Item No. 1:   Approval of the Proposed Appropriation of Retained Earnings for the 92nd fiscal year

     If approved by shareholders, the appropriation of retained earnings will be carried forward as designated on page 14 in order to build up the Company’s strength in every aspect given the unpredictability of the future business environment.

     The Company previously had a fundamental policy of maintaining stable dividend levels but has now adopted an approach to determining dividends based on consideration of a comprehensive range of factors including performance and dividend payout ratios. Accordingly in addition to an ordinary cash dividend of 9 yen per share, it is proposed that a special dividend of 4 yen per share be disbursed, for a total of 13 yen per share (Including the interim dividend of 9 yen per share, total dividends applicable to the year amounted to 22 yen per share).

Agenda Item No. 2:   Partial amendment to the Articles of Incorporation

(Changes are underlined.)

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Agenda Item No.3:   Election of three Statutory Auditors

     The term of office of three Statutory Auditors presently in office, Messrs. Ryota Ichikawa, Kenichi Ikeda and Shoichi Hase, will have expired at the end of this General Shareholders’ Meeting. You are kindly requested to elect three Statutory Auditors.

     The candidates are as follows:

     Introduction of this agenda item obtains the consent of the Board of Statutory Auditors.

Notes:

Agenda Item No.4:   Payment of Retirement Benefit to Retiring Statutory Auditors

     In order to reward Messrs. Ryota Ichikawa and Kenichi Ikeda, both Statutory Auditors retiring from their respective offices for meritorious services while in office, it is proposed to pay them retirement benefits according to the standards prescribed by the Company.

     The definite amount, time of payment, method of payment be entrusted to the discussion of Statutory Auditors.

     Brief personal background of retiring statutory auditors are as follows:

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(Reference)

Consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States.

CONSOLIDATED BALANCE SHEET
(As of March 31, 2004)

Note:   Amounts of less than 1 million yen have been rounded.

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CONSOLIDATED STATEMENT OF INCOME
(From April 1, 2003, to March 31, 2004)

Note:   Amounts of less than 1 million yen have been rounded.

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