SecProbe.io

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Mail Stop 0407

November 3, 2004

Mr. Seiji Emani,
General Manager of Finance and Accounting Department and
  Chief Financial Officer
TDK Kabushiki Kaisha
13-1, Nihonbashi 1-chome, Chuo-ku,
Tokyo 103-8272, Japan

	RE:  	TDK Corporation
		Form 20-F for the fiscal year ended March 31, 2004
Filed August 10, 2004
		File No. 1-8346

Dear Mr. Emani:

We have reviewed the above referenced filings and have the following
comments.  We have limited our review to only your financial
statements and related disclosures and will make no further review of
your documents.  As such, all persons who are responsible for the
adequacy and accuracy of the disclosure are urged to be certain that
they have included all information required pursuant to the Securities
Exchange Act of 1934.  Please address the following comments in future
filings.  If you disagree, we will consider your explanation as to why
our comment is inapplicable or a future revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We welcome any questions you may
have about our comments or on any other aspect of our review.  Feel
free to call us at the telephone numbers listed at the end of this
letter.

TDK Corporation
November 3, 2004

Form 20-F for the year ended March 31, 2004

Item 5.  Operating and Financial Review and Prospects

Item 5.A. Operating Results

1. Your discussions of the changes in the statement of operations line
item from period to period are not very informative, and neither are
your discussions of your segment operating results.  In order to
understand your business it is requested that you should discuss your
profitability and cash needs by each of your segments disclosed on
pages 22 and 23.  Please make your Operating and Financial Review
section more informative and dynamic.  Please refer to Instruction 1
to Item 5 to Form 20-F and the Commission`s interpretive release No.
33-6835 dated May 18, 1989 for additional guidance.

2. Please disclose and discuss the changes in each material component
of the expenses that you include in the cost and expenses line item
and the types of expenses that you include in the selling, general,
and administrative expenses line item.  In circumstances where there
is more than one business reason for the change, you should attempt to
quantify the incremental impact of each individual business reason
discussed on the overall change in the line item. Your present
discussion on page 18 is too general.

Critical accounting policies, page 31

3.	Refer to your discussion on the valuation of inventories.  Tell
us in more detail why you  assumptions is material due to the levels
of subjectivity and judgment necessary to account for highly uncertain
matters or the susceptibility of such matters to change; and the
impact of the estimates and assumptions on financial condition or
operating performance is material.  Tell us and disclose in future
filings how accurate the estimates of the net realizable value have
been in the past, and provide sensitivity analysis depicting
reasonably likely scenarios had other variables been chosen in the
determination of your estimates.  Refer to SEC Interpretive Release
no. 33-8350 Commission Guidance Regarding Management`s Discussion and
Analysis of Financial Condition and Results of Operations.

3. With respect to valuation of long-lived assets, valuation of
goodwill, accounting for income taxes and pension benefit costs,
provide quantitative as well as qualitative disclosures in future
filings when information is reasonably available to provide readers
with a better understanding of other reasonably likely scenarios.  For
additional guidance, refer to Item 303 of Regulation S-K as well as
the Commission`s Interpretive Release on Management`s Discussion and
Analysis of Financial Condition and Results of Operation which is
located on our website at: http://www.sec.gov/rules/interp/33-
8350.htm.

TDK Corporation
November 3, 2004

Financial Statements

Consolidated statements of operations, page 71

Patent infringement settlement

4. Please tell us in detail all relevant information regarding the
patent settlement and consider disclosing in future filing,
appropriate information in the notes to the financial statements.

Notes to Consolidated Financial Statements

Note 1. Nature of Operations and Summary of Significant Accounting
Policies

Note 2. (g) Inventories

5. We note in your critical accounting policy on page 31 that you make
significant estimates regarding obsolesces which may affect the
amounts of the inventories. Tell us how often and when you make
estimates for such markdowns and estimates for write down of obsolete
and excess inventories during the fiscal year.  We assume the company
evaluates the need for any adjustment at least quarterly.  In future
filing, if material, disclose the amount of the reserve in your
quarterly as well as annual reports.

6. Please disclose the nature of cost elements included in the
finished goods and work in process inventories disclosed in Note 5 on
page 81.  Please refer to Rule 5-02.6(b) of Regulation S-X.

7. Provide the disclosure required by EITF Issue 00-10, Accounting for
Shipping and Handling Fees and Costs.

8. We note that with regards to sales of recording media & systems
products, you provide sales incentive programs to resellers and
retailers.  Supplementally provide us with more details of these
incentive programs.  Tell us and disclose your accounting policy for
each of these types of arrangements (i.e., product discount, volume-
based rebates, consumer promotion.)  For each type of arrangement
treated as an expense rather than as a reduction of revenues, please
tell us how this type of arrangement meets the requirements in EITF
01-9.  Explain to us the nature of your estimates in relation to each
of the incentive programs.    Also, tell us the nature of any other
incentive, rebate, cooperative advertising or other promotional
programs provided by the registrant to its customers and how the
company accounts for items, including the amounts involved.

Research and development costs

9. We note from your disclosures on page 28 that you are involved in
significant research and development activities.  Please disclose your
accounting policy for the research and development costs as required
by Paragraph 13 of SFAS No. 2.

TDK Corporation
November 3, 2004

Note 6.  Short-Term and Long-Term Debt, page 81

10. Please disclose whether your short-term debt are secured or
unsecured.  Also, please disclose the nature of assets mortgaged,
pledged, or otherwise subject to lien, and the approximate amounts
thereof.  Your present disclosure is too general.  See Rule 4-08(b) of
Regulation S-X.

11. Please disclose in the note the significant debt covenants under
your financing arrangements and the repercussions of not meeting them.
Also, disclose the existence of any cross-default provisions.  If
applicable, please also disclose the existence and nature of any
subsidiary level dividend restrictions.  Refer to Rule 4-08(e) of
Regulation S-X.

Note 17. Goodwill and Other Intangible Assets, page 99

12. Please disclose the amortization period and the method used for
the amortizing the Patents, Software, and Other intangible assets.

13. Tell us and disclose the nature and amounts of each type of the
Unamortized intangible assets included in the table.  Explain to us
the factors you considered in concluding that each one of these assets
are indefinite-lived intangibles under SFAS 142.

Schedule II- Valuation and qualifying accounts, page 103

14. Please include a valuation and qualifying account reserve for the
excess and slow moving inventory for all period presented.  Also,
discuss under Item 5, the reasons for changes in the reserve accounts
included under the Schedule II.  Refer to Rule 5-04 (c) of Regulation
S-X.

*	*	*	*

 	As appropriate, please address the above comments in future
filings and respond to these comments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover
letter that keys your responses to our comments and provides any
requested supplemental information.  Detailed cover letter greatly
facilitates our review.  Please understand that we may have additional
comments after reviewing your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to be
certain that they have provided all information investors require for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have
made.

TDK Corporation
November 3, 2004

	In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to our
comments on your filing.

	You may contact Gopal R. Dharia, Staff Accountant, at (202) 942-
1973 or Ivette Leon, Senior Staff Accountant, at (202) 942-1982, if
you have questions regarding comments on the financial statements and
related matters.  Please contact me at (202) 942-1990 with any other
questions.

Sincerely,

									Larry Spirgel
Assistant Director

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