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 ~~March~~April 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-

Contacts:
Yoichi Osuga
TDK Corporation
Corporate Communications Dept.
Tel: (81)-3-5201-7102
E-mail; pr@jp.tdk.com

~~Notice~~TDK ~~Regarding~~to ~~Revision~~Delist ofAmerican ~~Dividend~~Depositary ~~Projection~~Shares ~~for~~(ADSs) ~~Fiscal~~from ~~2009~~NYSE and Terminate SEC Reporting Obligations

TOKYO JAPAN, ~~March~~April 247, 2009 — TDK Corporation (~~the~~“TDK” or “the Company”) ~~hereby~~today ~~announces~~announced ~~that~~its decision atto afile ~~meeting~~ for voluntary delisting of ~~the~~its ~~Board~~American Depositary Shares (“ADSs”), each representing one share of ~~Directors~~common ~~held~~stock ~~today~~of TDK, from the ~~Company~~New ~~resolved~~York toStock ~~revise~~Exchange (the ~~projection~~“NYSE”). ~~for dividends~~In ~~per~~connection ~~common~~with ~~share~~the delisting, TDK intends to file for ~~fiscal~~deregistration ~~2009,~~of the ~~year~~ADSs ~~ending~~under ~~March 31~~the Securities and Exchange Act of 1934, ~~2009~~as amended (the “Exchange Act”), as ~~follows:~~described below.

1. Reasons for ~~Revision:~~Delisting In June 1982, TDK listed its ADSs on the NYSE primarily to raise funds, bolster corporate creditworthiness and the TDK brand, and broaden its investor base, as it globalized its business operations and rapidly expanded overseas sales. Ever since, the Company has worked to expand its operations in the U.S. and elsewhere around the world. However, TDK has now decided to delist its ADSs for two main reasons. First, TDK has now achieved almost all the initial objectives of the U.S. ADS listing. Second, TDK’s average daily trading volume of shares represented by ADSs on the NYSE accounted for less than 5% of worldwide trading in the 12 month period ending on March 31, 2009. Considering the limited trading volume on the NYSE, TDK believes that the costs and expenses associated with maintaining a listing on the NYSE, including costs associated with being an SEC reporting company, outweigh the benefits of continuing such listing. 2. Accounting Standards for Consolidated Financial Statements TDK will continue to prepare its consolidated financial statements using accounting standards generally accepted in the U.S. (U.S. GAAP) in order to facilitate comparison and to protect shareholder and investor interests. 3. Outlook TDK plans to file for delisting of the ADSs from the NYSE on April 7, 2009 and complete the delisting process by late April. Following the delisting, TDK intends to maintain its American Depositary Receipt (“ADR”) program in the U.S. as a Level 1 ADR Program. TDK anticipates that the ADSs will trade in the U.S. over-the-counter (“OTC”) market following delisting, however, the company has not as of the date of this release arranged for quotation of the ADSs in any quotation medium. TDK will not be registering or listing the ADSs on any U.S. national securities exchange following delisting. TDK’s common stock will remain listed on the Tokyo Stock Exchange and the London Stock Exchange.

~~When TDK released its fiscal 2009 third~~-~~quarter~~ ~~operating~~more ~~results on February 9, it announced plans to pay a year~~-~~end dividend per common share of 70.0 yen. However, TDK has closely~~ re-examined the impact on fiscal 2009 consolidated operating results of the pronounced decline in capacity utilization caused by a sudden change in the operating environment, structural reforms and other factors. Consequently, TDK has decided to lower the projected year-end dividend per common share to 60.0 yen.

2. Details of Revision:

4.		Filing for Deregistration under U.S. Securities Laws

		Upon the delisting of the ADSs from the NYSE, TDK plans to file a Form 15F with the SEC to deregister and terminate its reporting obligations under the Exchange Act. Such reporting obligations, including TDK’s obligation to file annual reports on Form 20-F and submit reports on Form 6-K, will be immediately suspended upon filing the Form 15F, and deregistration under the Exchange Act will be effective 90 days thereafter, unless the Securities and Exchange Commission objects. However, TDK will continue to disclose financial statements and other information in English on its Internet website at http://www.tdk.co.jp/tetop01/index.htm.

5.		Contact for Holders of ADSs

		For ADR inquiries, please contact Citibank ADR Shareholder Services toll free at 1-877-CITIADR (1-877-248-4237) during normal business hours (08:30 AM - 6:00 PM New York Time)

	Dividends per Common Share for Fiscal 2009
Record date	Q1-end	Q2-end	Q3-end	Year-end	Annual
Previous projections (announced February 9, 2009)	—	70.0 yen	—	70.0 yen	140.0 yen
Revised projections	—	70.0 yen	—	60.0 yen	130.0 yen
Interim dividend paid	—	70.0 yen	—	—	—
(Reference) Dividends per common share for the previous fiscal year (FY2008)	—	60.0 yen	—	70.0 yen	130.0 yen

Cautionary Statements with Respect to Forward-Looking Statements

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). These forward-looking statements are based on the current forecasts, estimates, assumptions, plans, beliefs and evaluations of TDK Group in light of information currently available to it, 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 forward-looking statements, and 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.

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.

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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)
	TDK Corporation (Registrant)
March 24, 2009	BY:	/s/ Tatsuhiko Atsumi
April 7, 2009	BY:	/s/ Tatsuhiko Atsumi
		Tatsuhiko Atsumi
		General Manager of Corporate Communications Department
		General Manager ofCorporate Communications Department

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