Commission File No. 1-08346

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of January 2009

TDK CORPORATION

(Translation of registrant’s name into English)

13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8272, Japan
(Address of principal executive offices)

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


Form 20-F þ		Form 40-F o

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


Yes o		No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

~~Contact in Japan~~Contacts: ~~Tatsuhiko~~Yoichi ~~Atsumi~~Osuga TDK Corporation Corporate Communications Dept. Tel: (81)-3-5201-7102 E-mail; pr@~~mb1~~jp.tdk.~~co.jp~~com

TDK ~~Revises~~to ~~Consolidated~~Issue ~~Projections~~Unsecured Straight Bonds

TOKYO JAPAN, January 823, 2009 — TDK Corporation (the “Company”) has determined the issuance terms of a second, third and fourth series of unsecured straight bonds (with special inter-bond pari passu clause).

1. TDK Corporation ~~(the~~2nd ~~“Company”)~~Series ~~today~~Unsecured ~~revised~~Straight ~~projections~~Bonds ~~released~~(With onSpecial ~~October 30,~~Inter-Bond ~~2008,~~Pari asPassu ~~detailed below, in light of recent business performance.~~ Clause)

Revised Consolidated Projections for Fiscal 2009 (April 1, 2008 to March 31, 2009)


1.	Total amount of bond issuance	23.0 billion yen
2.	Denomination per bond	0.1 billion yen
3.	Book-entry transfer system application	The bonds are subject to regulations concerning the transfer of securities, bonds, etc.
4.	Coupon rate	1.085% per annum
5.	Issue price	100 yen per face value of 100 yen
6.	Redemption price	100 yen per face value of 100 yen
7.	Term and redemption methods	3 years
	① Redemption on maturity	The bond principal will be redeemed in full on January 30, 2012
	② Retirement by purchase retirement	The bonds can be repurchased and retired at any time from the day following the payment date
8.	Interest payment date	On January 30 and July 30 every year (First interest payment: July 30, 2009)
9.	Offering period	January 23, 2009
10.	Payment date	January 30, 2009
11.	Type of offering	Public offering
12.	Collateral and guarantee	The bonds are not secured by any property or guarantee, nor have assets been specially pledged as collateral for these bonds.
13.	Financial covenants	Terms restricting the provision of collateral are attached
14.	Underwriters	Nomura Securities Co., Ltd., Daiwa Securities SMBC Co. Ltd., Nikko Citigroup Limited., The Goldman Sachs Group, Inc.
15.	Finance, issue and payment agent	Resona Bank, Limited
16.	Book-entry transfer institution	Japan Securities Depository Center, Inc.
17.	Rating	AA- (Rating and Investment Information, Inc.)

				Operating			Income Before						Net Income per
	Net Sales			Income			Income Taxes			Net Income			Common Share
	(¥ millions)			(¥ millions)			(¥ millions)			(¥ millions)			(¥)
Previous projections (A)		795,000			35,000			31,600			25,000			193.83
Revised projections (B)		673,000			(26,000	)		(32,000	)		(28,000	)		(217.09	)
Change (B-A)		(122,000	)		(61,000	)		(63,600	)		(53,000	)		(410.92	)
% change		(15.3	)%		—			—			—			—
(Reference) Fiscal 2008 results		866,285			87,175			91,505			71,461			551.72

- more -

~~Reasons for Revisions~~1

~~Since the beginning of the third quarter, the Company’s orders have fallen more dramatically than expected~~2. This has led to a decline in capacity utilization below that assumed in previously announced projections. Furthermore, the rapid appreciation of the yen against the U.S. dollar has resulted in a stronger yen than the average exchange rate of ¥100 assumed in TDK’s ~~plans.~~Corporation ~~Moreover,~~3rd ~~TDK~~Series isUnsecured ~~projecting~~Straight aBonds ~~low~~(With ~~level~~Special ofInter-Bond ~~orders~~Pari ~~also~~Passu ~~in the fourth quarter and for the yen to remain strong.~~ Clause)

As a consequence of the above factors, the Company has revised its consolidated projections for fiscal 2009, as shown in the table above.


1.	Total amount of bond issuance	48.0 billion yen
2.	Denomination per bond	0.1 billion yen
3.	Book-entry transfer system application	The bonds are subject to regulations concerning the transfer of securities, bonds, etc.
4.	Coupon rate	1.413% per annum
5.	Issue price	100 yen per face value of 100 yen
6.	Redemption price	100 yen per face value of 100 yen
7.	Term and redemption methods	5 years
	① Redemption on maturity	The bond principal will be redeemed in full on January 30, 2014
	② Retirement by purchase retirement	The bonds can be repurchased and retired at any time from the day following the payment date
8.	Interest payment date	On January 30 and July 30 every year (First interest payment: July 30, 2009)
9.	Offering period	January 23, 2009
10.	Payment date	January 30, 2009
11.	Type of offering	Public offering
12.	Collateral and guarantee	The bonds are not secured by any property or guarantee, nor have assets been specially pledged as collateral for these bonds.
13.	Financial covenants	Terms restricting the provision of collateral are attached
14.	Underwriters	Nomura Securities Co., Ltd., Daiwa Securities SMBC Co. Ltd., Nikko Citigroup Limited., The Goldman Sachs Group, Inc.
15.	Finance, issue and payment agent	Resona Bank, Limited
16.	Book-entry transfer institution	Japan Securities Depository Center, Inc.
17.	Rating	AA- (Rating and Investment Information, Inc.)

~~On October 17, 2008, TDK made Germany~~-~~headquartered~~ ~~EPCOS~~more ~~AG (President and CEO: Gerhard Pegam)~~- a consolidated subsidiary. However, the results of this company have not been incorporated in the revised projections. TDK will announce the impact of this company on its consolidated results for fiscal 2009 when it is in a position to do so.

~~Cautionary Statements with Respect to Forward-Looking Statements~~2

This material contains forward-looking statements, including projections, plans, policies, management strategies, targets, schedules, understandings and evaluations, about TDK and its group companies (TDK Group)3. ~~These forward-looking statements are based on the current forecasts, estimates, assumptions, plans, beliefs and evaluations of~~ TDK ~~Group~~Corporation in4th ~~light~~Series ofUnsecured ~~information currently~~Straight ~~available~~Bonds to(With ~~it,~~Special and contain known and unknown risks, uncertainties and other factors. TDK Group therefore wishes to caution readers that, being subject to risks, uncertainties and other factors, TDK Group’s actual results, performance, achievements or financial position could be materially different from any future results, performance, achievements or financial position expressed or implied by these forwardInter-~~looking~~Bond ~~statements,~~Pari ~~and~~Passu ~~TDK Group undertakes no obligation to publicly update or revise any forward-looking statements after the issue of this material except as provided for in applicable laws and ordinances.~~ Clause)

The electronics markets in which TDK Group operates are highly susceptible to rapid changes. Risks, uncertainties and other factors that can have significant effects on TDK Group include, but are not limited to, shifts in technology, fluctuations in demand, prices, interest and foreign exchange rates, and changes in economic environments, conditions of competition, laws and regulations.


1.	Total amount of bond issuance	13.0 billion yen
2.	Denomination per bond	0.1 billion yen
3.	Book-entry transfer system application	The bonds are subject to regulations concerning the transfer of securities, bonds, etc.
4.	Coupon rate	2.038% per annum
5.	Issue price	100 yen per face value of 100 yen
6.	Redemption price	100 yen per face value of 100 yen
7.	Term and redemption methods	10 years
	① Redemption on maturity	The bond principal will be redeemed in full on January 30, 2019
	② Retirement by purchase retirement	The bonds can be repurchased and retired at any time from the day following the payment date
8.	Interest payment date	On January 30 and July 30 every year (First interest payment: July 30, 2009)
9.	Offering period	January 23, 2009
10.	Payment date	January 30, 2009
11.	Type of offering	Public offering
12.	Collateral and guarantee	The bonds are not secured by any property or guarantee, nor have assets been specially pledged as collateral for these bonds.
13.	Financial covenants	Terms restricting the provision of collateral are attached
14.	Underwriters	Nomura Securities Co., Ltd., Daiwa Securities SMBC Co. Ltd., Nikko Citigroup Limited., The Goldman Sachs Group, Inc.
15.	Finance, issue and payment agent	Resona Bank, Limited
16.	Book-entry transfer institution	Japan Securities Depository Center, Inc.
17.	Rating	AA- (Rating and Investment Information, Inc.)

# # #

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.

	TDK Corporation(Registrant)
January 8, 2009	BY:	/s/ Tatsuhiko Atsumi
January 23, 2009	BY:	/s/ Tatsuhiko Atsumi
		Tatsuhiko Atsumi
		General Manager of Corporate Communications Department

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