This paper seeks to formulate a principle that explains the working of the Japanese number system with respect to Japanese nouns and that defines the kinds of nouns and contexts that condition the forms of number expressions. It is the author's theory that in applying numbers to nouns, the Japanese make a formal distinction between things they conceive as being independent and self-contained and things they conceive as being dependent and attributive. A form containing a classifier implies that the object of quantification is felt to be independent; a form that omits the classifier implies that the object is felt to be attributive to something else. The author enlarges upon these theories and discusses exceptions which can be attributed to language styles or particular derivations. He establishes the categories of count noun, numeral suffix, numeral adjunct, and numerical compound to formalize his discussion. Concluding remarks concern Chinese. (VM)