SecProbe.io

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                                TDK CORPORATION

Mr. Gopal R. Dharia
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington D.C. 20549-0308
United States of America

November 30, 2004

Dear Mr. Dharia

RE:             FORM 20-F FOR FISCAL YEAR ENDED MARCH 31, 2004
YOUR REF:       FILE NO. 1-8346

We refer to your comment letter dated November 3, 2004 requesting further
information in relation to the above Form 20-F, filed on August 10, 2004.

We also refer to the e-mail correspondence between you and Mori Hamada &
Matsumoto, our legal counsel, whereby you agreed to extend the date for replying
to your comment letter to November 30, 2004.

Attached please find our response to your comment letter, containing the
supplemental further information to the aforesaid Form 20-F, in response to your
request.

We understand that our response to your comment letter and the correspondence
relating to the extension of filing date be treated on a confidential basis in
their totality.

We look forward to receiving your confirmation that our response meets your
requirements.

Sincerely,

                                                  TDK Corporation

                                                  /s/Seiji Enami
                                                  ------------------------------
                                                  Seiji Enami
                                                  Corporate Officer,
                                                  General Manager of Finance and
                                                  Accounting Department
                                                  and Chief Financial Officer

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#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 NO.
33-6835 DATED MAY 18, 1989 FOR ADDITIONAL GUIDANCE.

In response to your comments, we intend to include the following additional
discussion and analysis under Item 5 in future filings.

Comparison between fiscal year 2004 and 2003

1.   Cost and expenses
          < Industry segment information >
          Operating income of the electronic materials and components segment in
fiscal 2004 was Yen 56.5 billion, up Yen 36.0 billion from fiscal 2003. This
increase was due to significantly higher sales of recording devices and cost
reductions such as reduced depreciation from reforms to the profit structure.
This increase offset declines in profit due to lower sales of other products and
the negative effect of the appreciation of the yen.
     The recording media and systems segment saw some increased profits due to
higher sales of optical media products. However, the segment experienced losses
of Yen 2.2 billion in fiscal 2004, down Yen 3.7 billion from fiscal 2003, due to
falling sales prices of other products and significantly reduced profits from
the negative effect of the appreciation of the yen.

          < Geographic segment information >
          In Japan, the electronic materials and components segment saw its
operating income increase by Yen 7.2 billion due to ongoing cutbacks in expenses
and improvements in cost categories mainly in raw materials price reductions
resulting from structural reforms. This increase offset losses in the recording
media and systems segment. Accordingly, operating income for fiscal 2004
increase to Yen 8.5 billion, up Yen 3.3 billion from fiscal 2003.
     In the Americas, the operating income of the electronic materials and
components segment increased by Yen 5.7 billion. This increase resulted mainly
from an increase in sales of recording devices. This increase offset losses in
the recording media and systems segment, which resulted from reduced sales of PC
software and recording equipment. Accordingly, operating income for fiscal 2004
was Yen 2.8 billion, up Yen 3.9 billion from fiscal 2003.
     In Europe, the operating income of the recording media and systems segment
increased by Yen 2.3 billion, due mainly to increased sales of optical media,
which, when combined with increased profits in the electronic materials and
components segment, resulted in operating losses for fiscal 2004 of Yen 0.1
billion, an improvement of Yen 3.4 billion on fiscal 2003.
     In Asia (excluding Japan) and Oceania, the operating income of the
electronic materials and components segment significantly increased by Yen 22.2
billion. This increase

                                       1

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accounted for almost the entire increase in operating income across the region,
which was due mainly to increased sales of recording devices. The profits of the
recording media and systems segment remained practically unchanged, resulting in
operating income for fiscal 2004 of Yen 42.9 billion, Yen 22.3 billion more than
fiscal 2003.

2.   Capital Expenditures
          Capital expenditures for fiscal 2004, which are described in detail
below, increased by Yen 3.4 billion, from Yen 41.5 billion for fiscal 2003 to
Yen 44.9 billion.
     In the electronic materials and components segment, due to the expansion of
the market for recording devices, TDK has made investments principally in Asia,
but also in the Americas and Japan, to increase production and rationalization
for its recording devices. Other major expenditures include investments to
increase production and rationalization for electronic materials and electronic
devices (principally capacitors), and investments into the development of new
products. Capital expenditures of this segment increased by Yen 1.6 billion from
Yen 38.9 billion to Yen 40.5 billion.
     In the recording media and systems segment, investments have been made in
Europe and Japan to increase production and develop optical media products,
whose market is expanding. Capital expenditures of this segment increased by Yen
1.8 billion from Yen 2.6 billion to Yen 4.4 billion.
     In principle, the funds for these capital expenditures are provided by
internal resources generated from depreciation and amortization and profits.

Comparison between fiscal year 2003 and 2002

1.   Cost and expenses
          < Industry segment information >
          Operating income of the electronic materials and components segment in
fiscal 2003 was Yen 20.5 billion, up Yen 56.8 billion on fiscal 2002's losses of
Yen 36.3 billion, as a result of growth due to higher sales of recording devices
and electronic materials and components, including capacitors, improvements due
to cost reductions resulting from reforms to the profit structure, and a
decrease of Yen 20.8 billion in restructuring costs incurred in fiscal 2002 of
Yen 25.4 billion to Yen 4.6 billion.
     The recording media and systems segment saw operating income of Yen 1.5
billion for fiscal 2003, up Yen 8.9 billion on losses in fiscal 2002 of Yen 7.4
billion, due to cost reductions resulting from reforms to the profit structure,
which offset an increase in restructuring costs of Yen 0.2 billion from Yen 0.5
billion in fiscal 2002 to Yen 0.7 billion and reduced profits due to price
reductions in optical media products and lower sales of audio tapes due to a
shrinking market.

          < Geographic segment information >
          In Japan, the electronic materials and components segment saw its
operating income increase by Yen 31.3 billion due to increased profits resulting
from higher sales of electronic materials and electronic devices, including
capacitors, and cutbacks in expenses and improvements in cost categories mainly
in raw materials price reductions resulting from structural reforms, which,
after accounting for the recording media and systems segment, which also saw
increases, resulted in operating income for fiscal 2003 of Yen 5.2

                                       2

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billion, up Yen 38.5 billion from fiscal 2002. Restructuring costs in Japan were
Yen 2.5 billion in fiscal 2003, down Yen 19.5 billion from Yen 22.0 billion for
fiscal 2002.
     In the Americas, the operating income of the electronic materials and
components segment increased by Yen 11.3 billion due to cost reductions
resulting from reforms to the profit structure in addition to increased profits
resulting from higher sales of recording devices, which, after accounting for
the recording media and systems segment, which also saw increases, resulted in
operating losses for fiscal 2003 of Yen 1.1 billion, an improvement of Yen 11.6
billion for fiscal 2002.
     In Europe, both the electronic materials and components segment and the
recording media and systems segment saw lower sales, and although the recording
media and systems segment did have higher profits, operating income for the
electronic materials and components segment fell by Yen 1.1 billion, resulting
in operating losses for fiscal 2003 of Yen 3.5 billion, a drop of Yen 0.3
billion from fiscal 2002.
     In Asia (excluding Japan) and Oceania, the operating income of the
electronic materials and components segment increased by Yen 19.1 billion, due
mainly to a significant increase in sales of recording devices, while the
profits of the recording media and systems segment fell slightly, resulting in
operating income for fiscal 2003 of Yen 20.6 billion, Yen 18.9 billion more than
fiscal 2002.

2.   Capital Expenditures
          Capital expenditures for fiscal 2003, which are described in detail
below, decreased by Yen 17.3 billion, from Yen 58.8 billion for fiscal 2002 to
Yen 41.5 billion.
     In the electronic materials and components segment, investments have been
made in the Americas, Asia and Japan, for increased production and
rationalization mainly of its recording devices, whose market is expanding.
Other major investments have been investments into increased production and
rationalization of electronic materials and electronic devices, such as
capacitors and magnets, and investments into the development of new products.
Capital expenditures of this segment decreased by Yen 16.1 billion from Yen 55.0
billion to Yen 38.9 billion by concentrating on key sectors.
     In the recording media and systems segment, investments have been made
mainly in Japan to increase production and develop optical media products, whose
market is expanding. Capital expenditures of this segment decreased by Yen 1.1
billion from Yen 3.7 billion to Yen 2.6 billion.
     In principle, the funds for these capital expenditures are provided by
internal resources generated from depreciation and amortization and profits.

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#2 PLEASE DISCLOSE AND DISCUSS THE CHANGES IN EACH MATERIAL COMPONENT OF THE
EXPENSES THAT YOU INCLUDED IN THE COST AND 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.

In response to your comments, we intend to include the following additional
discussion and analysis under Item 5 in future filings.

Supplementary explanation on Cost and expenses (page 18 of Form 20-F)

           Cost of sales for fiscal 2004 increased by 3.2% to Yen 474.1 billion
from Yen 459.6 billion for fiscal 2003. The main reasons for a lower increase in
cost compared to an increase of 8.2% in net sales were an improvement in the
capacity utilization rate, an improvement in product type composition,
rationalization and the promotion of cost cuts.
  Selling, general and administrative expenses for fiscal 2004 increased to Yen
130.4 billion from Yen 121.8 billion for fiscal 2003. The main factors were
increases of Yen 2.6 billion in labor costs due to an increase in the payment of
regular pay, bonuses and retirement pay, Yen 1.5 billion in patent fees due to
an increase in the payment of copyright fees, Yen 0.9 billion in freight and
clearance charges, Yen 0.7 billion in advertising expenses, Yen 0.4 billion in
outsourcing expenses, and Yen 2.5 billion in other costs.
  Cost of sales for fiscal 2003 decreased by 1.1% to Yen 459.6 billion from Yen
464.6 billion for fiscal 2002. The reasons for this decrease were an improvement
in the capacity utilization rate and in product type composition,
rationalization, streamlining and lower costs, and the aggressive promotion of
raw material purchase price reductions.
  Selling, general and administrative expenses for fiscal 2003 decreased to Yen
121.8 billion from Yen 123.7 billion for fiscal 2002. The main reasons for the
decrease were decreases in depreciation and amortization by Yen 0.5 billion,
labor costs by Yen 0.2 billion and others by Yen 1.2 billion.
  In fiscal 2002, TDK carried out structural reforms to improve profitability
with a view to integrating and streamlining manufacturing facilities and plants
on an overall group basis, resulting in restructuring expenses of Yen 25.9
billion being recognized. The breakdown of these expenses shows Yen 19.9 billion
in labor costs and Yen 6.0 billion in retirement and exclusion of obsolete
equipment. The reforms continued through fiscal 2003 in which restructuring
expenses of Yen 5.3 billion were incurred. The breakdown of these expenses shows
Yen 2.3 billion in labor costs and Yen 3.0 billion in retirement and exclusion
of equipment. These structural reforms to improve profitability were completed
in fiscal 2003, so that no further restructuring expenses were accounted
separately for in fiscal 2004.

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#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.

In response to your comments, we intend to include the following additional
discussion and analysis under Item 5 in future filings.

          Inventories are stated at the lower of cost or market, with
cost determined on the average cost method. The carrying value of inventory is
reduced for estimated obsolescence by the difference between its cost and the
estimated market value based upon assumptions about future demand. TDK evaluates
the inventory carrying value for potential excess and obsolete inventory
exposures by analyzing historical and anticipated demand. In addition, known and
anticipated engineering change orders are evaluated against on-hand quantities
for their potential obsolescence affects. As fluctuations in estimates, which
become a standard in recognizing adjustments in the carrying values of inventory
for expected obsolescence, are influential to business results of TDK, we
conclude it as a critical accounting policy. If actual demand were to be
substantially lower than estimated, additional inventory adjustments for excess
or obsolete inven