UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

         DIVISION OF
CORPORATION FINANCE

Mail Stop 5546
								June 29, 2006

Via Facsimile 011 81 35201 7114 and US Mail

Hajime Sawabe
President and CEO
TDK Corporation
13-1, Nihonbashi 1-chome
Chuo-ku
Tokyo 103-8272
Japan


	Re:	TDK Corporation
		Form 20-F for the Fiscal Year Ended March 31, 2005
      Filed August 11, 2005
 		File No. 2-76735

Dear Mr. Sawabe:

      We have limited our review of the above filing to
disclosures
relating to your contacts with countries that have been identified
as
state sponsors of terrorism, and we will make no further review of
the filing.  Our review with respect to this issue does not
preclude
further review by the Assistant Director group with respect to
other
issues.  At this juncture, unless otherwise directed, we are
asking
you to provide us with supplemental information so that we may
better
understand your disclosure.  Please be as detailed as necessary in
your response.  After reviewing this information, we may 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.

General

1. We note from your website that you may have operations
associated
with Iran and Syria, which are identified as state sponsors of
terrorism by the U.S. State Department and subject to sanctions
administered by the U.S. Commerce Department`s Bureau of Industry
and
Security and the U.S. Treasury Department`s Office of Foreign
Assets
Control.  We note that the Form 20-F does not contain any
information
relating to operations in these countries.  Please describe such
operations and discuss their materiality to you in light of the
countries` status as state sponsors of terrorism.  Please also
discuss whether the operations, either individually or in the
aggregate, constitute a material investment risk to your security
holders.  Your response should describe your current, past and
anticipated operations in, and contacts with, Iran and Syria,
including through subsidiaries, affiliates, distributors, dealers
and
other direct and indirect arrangements.

2. Your materiality analysis should address materiality in
quantitative terms, including the approximate dollar amount of
revenues, assets and liabilities associated with Iran and Syria.
Please also address materiality in terms of qualitative factors
that
a reasonable investor would deem important in making an investment
decision, including the potential impact of corporate activities
upon
a company`s reputation and share value.  For example, your
qualitative materiality analysis should address whether the
governments of Iran or Syria, or entities controlled by them, are
your customers or receive cash or other financing in connection
with
your operations.  Also, we note that Arizona and Louisiana have
adopted legislation requiring their state retirement systems to
prepare reports regarding state pension fund assets invested in,
and/or permitting divestment of state pension fund assets from,
companies that do business with countries identified as state
sponsors of terrorism.  The Pennsylvania legislature has adopted a
resolution directing its Legislative Budget and Finance Committee
to
report annually to the General Assembly regarding state funds
invested in companies that have ties to terrorist-sponsoring
countries.  The Missouri Investment Trust has established an
equity
fund for the investment of certain state-held monies that screens
out
stocks of companies that do business with U.S.-designated state
sponsors of terrorism.  Your materiality analysis should address
the
potential impact of the investor sentiment evidenced by such
actions
concerning companies with operations associated with Iran and
Syria.


      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please
understand
that we may have additional comments after reviewing your
responses
to our comments.  Please file your response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      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.

      Please contact James Lopez at (202) 551-3536 if you have any
questions about the comments or our review.  You may also contact
me
at (202) 551-3470.



								Sincerely,




								Cecilia D. Blye, Chief
								Office of Global Security
Risk




cc: 	Larry Spirgel
		Assistant Director
		Division of Corporation Finance

		Terry French
		Branch Chief
		Division of Corporation Finance


Hajime Sawabe
TDK Corporation
June 29, 2006
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