CREDENTIALS: To apply for Press Credentials please call Becky Collet at
(617) 840-6127


PLEASE RETURN YOUR COMPLETE FORM VIA FAX TO:
MASSACHUSETTS GOVERNOR'S COMMITTEE ON PHYSICAL FITNESS + SPORTS
CONTACT: BECKY COLLET
PHONE: 617.


Very truly yours,

TDK Corporation

BY:/s/ Noboru Hara
Noboru Hara
General Manager
General Affairs Department
Administration Group

(Translation)


NOTICE OF THE CONVOCATION

OF

THE 109TH ORDINARY GENERAL MEETING OF STOCKHOLDERS


Notice: This is a translation from Japanese language of a notice
distributed to stockholders in Japan. Place of the Meeting: Technical Center of the Company,
9th Floor
15-7, Higashi-Ohwada 2-chome,
Ichikawa-shi,
Chiba Prefecture

3.8
materials and other types of
equipment; automobiles,
etc.5 million have been rounded downward
and amounts not less than Yen 0. The TDK Group has
continuously reformed and improved the structure of its businesses,
but it believes that responding to the changes in the electronics
industry requires making this process of reform and improvement
an ongoing drive. And, to
remain an attractive and exciting company, TDK aims to grow by
creating greater value.

- Bolster manufacturing capabilities matched to the market
TDK will strengthen integration between the development and
manufacturing groups to upgrade technological capabilities
and add value to products.)

(1) Principal Business of TDK Group

TDK Group is principally engaged in the manufacture and sale
of products of electronic materials and components, as well
as recording media and systems., Ltd.

(4) Acquisition, Disposal and Holding of the Company's Own Shares

(1) Shares acquired:
Shares of common stock: 237,887 shares
Aggregate amount of acquisition cost: Yen 1,682,902,724

(2) Shares disposed:
Shares of common stock: 73,022 shares
Aggregate amount of disposal cost: Yen 578,365 ,235

(3) Number of shares held for the fiscal year under review:
945,072 shares of
common stock

(5) Matters Concerning Employees of TDK Group and the Company

(1) Employees of TDK Group:

Business Division Number of Changes from
Employees preceding fiscal
year

Electronic materials and components 33,050 699 (increased )
Recording media & systems 2,593 314 (decreased)
Other companies (all segment ) 1,472 74 (decreased)
TOTAL 37,115 311 (increased )

(2) Employees of the Company:

Number of Changes from Average Age Average Working
Employees preceding fiscal Years
year

5,190 133 (decreased) 39. This was
attributable to the fact that three sales subsidiaries of the
recording media & system products in Europe were change to the
branch under the subsidiary for the said products in Germany,
one manufacturing subsidiary in Japan and one manufacturing
subsidiary in Asia were liquidated, respectively, as well as
one logistics subsidiary in Japan was liquidated upon merger., Accounting
Firm of
Kaoru Matsumoto

Corporate Auditor Ryoichi Ohno Senior Vice
President and Chief
Financial Officer
of The
Gibraltar Life
Insurance Co. Hong 10 Director of associated company
Koichi Nakano 8 Key employee of the Company
Masao Ishihara 8 Key employee of the Company
Ryohei Tatsuta 8 Key employee of the Company
Shiro Nomi 8 Key employee of the Company
Noboru Hara 8 Key employee of the Company
Kenichi Hiruma 8 Key employee of the Company
Toshinobu Shiokawa 8 Key employee of the Company
Shinya Yoshihara 8 Key employee of the Company

(Breakdown of total number of stock acquisition rights, which
were granted to Corporate Officers, key employees of the Company,
Directors and key employees of associated companies)

Classification Number of stock Type and number of Total number
acquisition shares issued upon of Grantees
rights exercise of stock
acquisition rights

Corporate Officers 768 Common stock 14
of the Company 76,800

Key employee 878 Common stock 162
87,800

Directors of 23 Common stock 3
associated
companies 2,300

Key employee of 5 Common stock 1
associated
companies 500

(11) Any events materially affecting the conditions of TDK Group
occurred after the settlement of accounts . Significant Accounting
(1) Standards for preparation of consolidated statutory
reports:

The consolidated statutory report including consolidated
balance sheets and consolidated statements of income has
been prepared on the basis of accounting principles
generally accepted in the United States of America ("U.

3 . The
statutory report and supporting schedules are the
responsibility of the Company's management . We believe that our audit
provides a reasonable basis for our opinion. set up by the
Board of Corporate Auditors and the duties assigned to each
Corporate Auditor, has attended meetings of the Board of
Directors and other meetings as deemed important, heard
the performance of the duties , perused the documents whereby
the important decisions were made, and examined business and
financial conditions at the head office and the principal
offices.
(5) With respect to the performance of their duties by the
Directors including the duties regarding subsidiaries,
no illegal act nor any fact which is in violation of
the laws and ordinances and the Articles of
Incorporation is ascertainable.
We confirm that there are no violations of obligation
by Directors, such as transactions competitive to the
Company 's business as prescribed in Article 133,
paragraph 1 of the Commercial Code
Enforcement Regulations. of Kabushiki Kaisha. In addition, in the case of any unavoidable
event, such as the Company's merger or corporate
partition that requires adjustments to be effected to
the number of shares attached, the number of shares
shall be adjusted to the reasonable extent, taking into
account the terms and conditions of the merger or
corporate partition or the like, and any number of share
less than one share arising out of such adjustment shall
be disregarded." He has taught trial advocacy as an adjunct professor and
lecturer at various law schools and also teaches courses on copyright law,
entertainment law, criminal law and litigation for continuing legal education
programs and clients.com.

orbach outram

org for more information. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," for comparative purposes. Segment net sales increased 4.

(Other heads ) Sales of other heads declined year on year, due to
sluggish sales of optical pickups.

(4 )Semiconductors & Others
Sector sales climbed 30.
There was an increase in sales of LTO-standard * (Linear Tape-Open)
tape-based data storage media for computers. However, a decline in
sales caused by the sale in the previous fiscal year of a U.1%
materials and
components
Electronic AV, office, communications 139,326 42. It is also
being influenced by the effects of developments in the U.),
Kofu Plant (Yamanashi Pref.
(Trust account)
Matsushita Electric 6,249 4.

(Separate Note)

(Basic Matters for Preparation of Consolidated statutory reports)

1.S.

Held-to-maturity securities:
They are carried at amortized cost.

With respect to unrealized actuarial net losses ,
the certain part (equivalent to 10% of the fair
value of retirement and severance benefits or
plan assets whichever is the higher basis) are
amortized using the straight-line method over
certain periods within the estimated average
remaining service years of employees.

(7) Goodwill:

Under SFAS No.
2. are
stated separately.
Actuarial gains and losses are amortized from the
next year following the year in which such gains and
losses occurred using the straight-line method over
certain periods within the estimated average
remaining service years of employees. Method of accounting consumption tax, etc.00%
(2) Expected rates of return on 2. Our audit
procedures also include those considered necessary for the
Company's subsidiaries . In addition, we requested reports on business from
the Company's subsidiaries.

As for the transactions between Directors acting on
their own behaves and the companies which businesses are
competitive to the Company, transactions between Directors
and the Company in which interests in both parties are
contradictory, the provision, free of charge, of profits
conducted by the Company, transactions not in the ordinary
course of business between its subsidiaries and the Company
or between its stockholders and the Company and acquisition
and disposal of its own shares and the like, we each examined
such transactions in detail by receiving reports from the
Directors , as necessary, in addition to the method of audit
mentioned above. Result of audit:

(1) The method and results of auditing carried out by
KPMG AZSA & Co.
(3) With respect to the item concerning the proposal for
appropriation of retained earnings, nothing unusual
is to be pointed out in accordance with the financial
condition of the Company and other circumstances.


- End -
(Reference)

Tax Office Investigation on Transfer Price System

The Company has been subject to the tax audit by the Tokyo
Regional Taxation Bureau with respect to transfer pricing
between the Company and its overseas subsidiaries during
the five year periods between the 103rd fiscal year (from
April 1, 1998 to March 31, 1999 ) and the 107th fiscal year
(from April 1, 2002 to March 31, 2003). New York Partner Orin Snyder Anchors the Five-Member Team Joining the Firm

NEW YORK, Gibson, Dunn + Crutcher LLP is pleased
to announce the addition of a five-lawyer media and entertainment litigation
team. Snyder also served
as Assistant U.

ogata seiji

9%, from Yen 316,050
million to Yen 328,452 million.

In recording devices, in the first half of fiscal 2005 there were
inventory cutbacks by customers following strong HDD demand in the
second half of the previous fiscal year. Sales in the electronic
devices sector rose 7.
Recording PCs and PC peripherals 234,578 35.8
& others communications equipment,
etc.0 0.4 6.6
sales

(Note) Amounts less than Yen 1 million have been rounded downward. 1, (Apr.76
income (loss)
per common
share (Yen )

Stockholders' 583,927 553,885 576,219 650,715
equity

Total assets 749,910 747,337 770,319 790,020


(Non-Consolidated Results)
(Yen millions)

Term 106th 107th 108th 109th

Item (Apr. 1, (Apr.
Accordingly, consolidated net sales for the 106th
term have been restated to conform to the subsequent
presentation. Consolidated basic net income (loss) per common share
and non-consolidated net income (loss) per common
share are computed based on the weighted average
number of shares of common stock outstanding during
the period. 4) beginning with the
107th term.

In the 106th term, sales and earnings declined on both a
consolidated and non-consolidated basis.

In the 108th term, sales and earnings increased on a consolidated
basis due to strong performances in the recording devices sector
and other areas.

- Strengthen human resources
TDK regards the development of employees as the starting point
for creating new products with value , making businesses more
competitive and taking on other challenges that will drive the
growth of the company.),
Chikumagawa Plant (Nagano Pref.A.A.A.
(The State of Negri Sembilan, Malaysia)
TDK Xiamen Company Limited.9 17.0% Manufacture
Company Limited.0% Manufacture
Limited.
2.

(10) Name and number of stock acquisition rights allotted:
(Directors of the Company)

Name Number of stock acquisition
rights

Hajime Sawabe 187
Jiro Iwasaki 99
Shinji Yoko 92
Takeshi Nomura 92
Mitsuaki Konno 52
Yasuhiro Hagihara 10
Takehiro Kamigama 137
Total 7 Directors 669

(Corporate Officers of the Company)

Name Number of stock acquisition
rights

Kiyoshi Ito 129
Hirokazu Nakanishi 92
Katsuhiro Fujino 52
Takeshi Ohwada 52
Kunihiro Fukushima 45
Yukio Hirokawa 45
Masatoshi Shikanai 45
Yukio Harada 45
Michinori Katayama 52
Kenryo Namba 45
Takaya Ishigaki 59
Minoru Takahashi 52
Seiji Enami 45
Raymond Leung 10
Total 14 Officers 768

(Key employees of the Company, Directors and key
employees of associated companies (Top 10))

Name Number of stock Note
acquisition
rights

Hiroshi Ikejima 10 Key employee of the Company
NG.S.S.115, "Accounting for Certain Investments in Debt and
Equity Securities" is adopted.A. Corporation
TDK Europe S. Prior service
costs of employees are amortized in the year in
which such costs occurred using the straight-line
method over certain periods within the estimated
average remaining service years of employees.
Provided, however, that the reserve for
Directors ' retirement allowance to be accrued
following the date after the date of the
106th Ordinary General Meeting of Stockholders
has been suspended upon resolutions of the
meeting of the Board of Directors. Non-operating transactions with
subsidiaries: Yen 31,192 million
4. Kazutaka Kubota, Kaoru Matsumoto and
Ryoichi Ohno are outside Corporate Auditors
prescribed in Section 1, Article 18 of the Law
Concerning Special Exceptions to the Commercial
Code Concerning Audit, etc.

(5) Exercise period of stock acquisition rights:
The exercise period shall be determined by the
Board of Directors and shall be within a period
from July 1, 2005 to June 30, 2025.
a) In case the holder of stock acquisition rights
loses the position as both Corporate Officer and
employee (including full-time advisor and full-time
counselor , but excluding part-time adviser and
part-time counselor; the same shall be
applicable hereinafter);

For three years from the date immediately
following the date that such holder loses the
position as both Corporate Officer and employee
of the Company

b ) In case a proposal for a merger agreement where the
Company will be dissolved , or a proposal for a
stock exchange agreement or stock transfer agreement
where the Company will become a wholly owned
subsidiary is approved at the general meeting of
shareholders of the Company;

During a 15 day-period commencing from the date
immediately following the date when the proposal
is approved

(3) In case that the holder of stock acquisition rights
loses the position as both Corporate Officer and
employee of the Company on or after July 1, 2008,
the holder may only exercise the rights for three
years on or after the date immediately following the
date when such holder loses the position as Corporate
Officer and Director, but not beyond the exercise
period of stock acquisition rights.
(2) The Company may, at any time, cancel without any
charge such outstanding and unexercised stock
acquisition rights as is acquired and owned by
itself. of
the Company
June 1998: Director of the
Company
Jan. She received her law
degree in 1998 from Columbia University where she was a James Kent Scholar and
Harlan Fiske Stone Scholar, as well as the Writing and Research Editor of the
Columbia Journal of Law and Social Problems.

* Volkswagen in the creation of a global promotional and marketing
alliance with NBC Universal valued at over $200 million.

ozick keeffe

Proceeds will benefit EveryBody Move!, a state-
wide initiative developed to provide opportunities and increase awareness
about the importance of participating in physical fitness and sports
activities. You are
respectfully requested to attend the meeting. Current income rose
197.

(Capacitors) Sales rose year on year.

(Other products) Sales of other products rose year on year.

(Optical media) Sales of optical media increased, with higher
DVD sales volumes offsetting a sharp fall in prices of DVDs and
lower CD-R sales.7 7.9
devices
Semiconductors Office equipment, 19,449 2.3
Incl.
Total 328,452 100.9
Incl.
5. Non-consolidated net income per common share is
based on "Accounting Standard for Earnings Per Share"
(Financial Accounting Standard No. Moreover, TDK will take on the
challenge of advancing along a growth trajectory while making
investments that are prudent yet aggressive.), Akita Plant
(Akita Pref.05 -- --
Manhattan Bank, NA
London
BNP Paribas 2,506 1.S.A. Consolidated net sales
for the fiscal year under review amounted to Yen 657,853 million
(an increase of 0.

(8) Restriction on transfer of stock acquisition rights:

The transfer of stock acquisition rights requires
the approval of the Board of Directors.

Supplementary Information (2)

Consolidated BALANCE SHEET
(prepared in accordance with the U., Ltd. An audit is
performed on a test basis, and includes assessing the
accounting principles used, the method of their application and
estimates made by management, as well as evaluating the overall
presentation of the consolidated statutory report. Valuation standards and methods of derivatives are as follows:
They are valued at market price. Accordingly, a gain of
Yen 30,225 million arising from the substitutional
portion of the benefit obligation that transferred
to the government during the fiscal year under
review is stated as an extra ordinary profit. is included in the
statutory reports. Purchases from subsidiaries: Yen 144,949 million
3. Components of retirement and severance benefits:

109th Business year
(As of March 31, 2005)

(1) Retirement and severance benefit (Yen million)
obligation: - 164,031
(2) Plan assets: 137,241
(3) Unfunded obligations for benefit - 26,789
obligation (1) + (2):
(4) Unrecognized actuarial loss 38,543
(gain)
(5) Unrecognized prior service costs - 22,816
(6) Prepaid pension costs 3,644
(7) Accrued retirement and severance - 14,706
benefits
(3) + (4) + (5) (6):

2. Components of retirement benefit costs:

109th Business year
(April 1, 2004 -
March 31, 2005)

Retirement benefit costs (Yen million)
8,940
(1) Service cost 5,823
(2) Interest cost 3,758
(3) Expected return on plan assets - 2,591
(4) Amortization of prior service - 2,070
costs
(5) Amortization of actuarial loss 3,573
(gain)
(6) Extra benefits paid: 446

3.


May 6, 2005

Board of Corporate Auditors of
TDK Corporation

Corporate Auditor (full-time)
Masaaki Miyoshi (Seal)
Corporate Auditor (full-time)
Takuma Otsuka (Seal)
Corporate Auditor
Kazutaka Kubota (Seal)
Corporate Auditor
Kaoru Matsumoto (Seal)
Corporate Auditor
Ryoichi Ohno (Seal)

(Note) Messrs. Therefore, it was not
possible to state any income tax payable in the accompanying
the consolidated statutory report and the non -consolidated
statutory report for the 109th fiscal year (from April 1, 2004
to March 31, 2005 ). Summary of the issuance of stock acquisition rights:
(1) Class and number of shares to be issued upon exercise
of stock acquisition rights:
The maximum number shall be 119,000 shares of common
stock of the Company."

About Orin Snyder
Snyder represents major corporations and prominent individuals in media
and entertainment , intellectual property and other commercial litigation. Attorney in the U.

ozick oresme

9%, from
Yen 56,510 million to Yen 59,830 million. Income from continuing
operations before income taxes increased 11. Operating income increased 392.3%, from Yen 4,458 million to Yen 39,513 million. The overall result, however,
was a year-on-year increase in sales of both electronic materials
and electronic devices.8%, from Yen 107,999 million to Yen 116,387
million.

(Inductive devices) Sales increased year on year . In HDD heads, the main
product in this sector, TDK had to overcome the loss of business
from a major customer that started producing heads in house in
2004, as well as the impact of falling sales prices and
unfavorable forex movements.9 30.

Funds for these capital expenditures were provided by cash on hand. 1,
2001 2002 2003 2004
to Mar. to Mar.5 million have been rounded upward.
3.

- Make aggressive investments through a process of selection
and concentration TDK aims to quickly commercialize products
by prioritizing investments, focusing on fields where it can
set itself apart in the marketplace with its ability to
develop materials and the process technologies that use
these materials. Furthermore, TDK intends to
proceed with efforts to pinpoint unprofitable businesses to
reform or exit.
While paying attention to the various risks in this market,
TDK will endeavor to expand its business by strengthening its
competitiveness in terms of cost, quality and delivery time.

TDK believes that enhancing corporate governance is vital to
improving management fairness, impartiality and transparency.S.
(Trust account)
Japan Trustee 13,869 10.
The Company reserves the right to instruct
the exercise of voting rights of the shares
held by the Company under the
trust deeds. (Gaikokuhou Jimu Bengoshi
Jimusho)" where Mr.
(b) In the event that the Company acquires and
holds stock acquisition rights, it may, at any
time, cancel without any charge any and all of
such stock acquisition rights.S.


Supplementary Information (3)

Consolidated STATEMENT OF INCOME
(prepared in accordance with the U.
2.
3. are stated
separately . At the
present stage, the Company has not yet received any final and
conclusive results. Result of audit:

We confirm that the method and results of the audit
carried out by KPMG AZSA & CO.
The estimated useful lives of assets are as follows:
Buildings: 3 to 50 years
Machine and equipment 4 to 22 years

(2) Intangible fixed assets:
Depreciation of intangible fixed assets is computed
using the straight-line method. In addition to the fixed assets stated in the balance
sheet, there are computers and other related machinery
and equipment as principal assets used pursuant to
lease contracts.

Our firm and engagement partners have no interest in the
Company which should be disclosed pursuant to the
provisions of the Certified Public Accountants Law of
Japan. Together with the interim
dividends of Yen 30.

1. Orin Snyder has joined the firm's New York office as a partner from
Manatt Phelps + Phillips.
Isserles and Zealand join the firm in New York as associates. "He has a thriving, high -profile practice that will
be very complementary with our practice in New York, as well as our
entertainment and media practice on the West Coast.
Consistently ranking among the world's top law firms in industry surveys and
major publications, Gibson Dunn is distinctively positioned in today's global
marketplace with more than 800 lawyers and 13 offices, including Los Angeles,
New York, Washington, D.

siadhail oakenfold

- Celebrities , Dignitaries and Guests scheduled to
arrive
5:45p.m.6127 - FAX: 617.

As a result, TDK posted consolidated net sales of Yen 657,853 million,
up 0. Basic net income per common share was Yen 339.

(Electronic Materials and Components Segment)
This segment is made up of four product sectors: (1)electronic
materials, (2) electronic devices, (3)recording devices, and
(4)semiconductors & others. These
factors led to higher year-on-year sales.9%, from Yen 230,105 million to
Yen 234,578 million., other
countries or both.
Recording media & Entertainment , education, 112,639 17. Increasing TDK's
ability to generate earnings by supplying products and
technologies imbuing value that these markets demand on a
timely basis is a key issue.(The State of
California , U. (Bascharage,
Luxembourg)
TDK (Malaysia) Sdn.
3.
TDK Electronics Europe GmbH
TDK Marketing Europe GmbH
3.
3.

(10) Stock Acquisition Rights with Specially Favorable Terms
and Conditions Issued to Persons other than Stockholders
During the Fiscal Year Under Review

On August 6, 2004, the stock acquisition rights were issued
as stock option scheme pursuant to the resolution of the
Ordinary General Meeting of Stockholders held on June 29,
2004 and the approval of the meeting of the Board of
Directors held on July 29, 2004.5 million have been rounded upward .
SAE Magnetics
(Hong Kong) Limited
TDK-MCC Corporation

2. Our
responsibility is to express an opinion on the consolidated
statutory report based on our audit as independent auditors. Our audit
procedures also include those considered necessary for the
Company's consolidated subsidiaries . Summary of method of audit:

Each Corporate Auditor, subject to, inter alia, the audit
policy and the business assignment, etc.

(Additional information)
Due to the enforcement of the Defined Benefit
Corporate Pension Law, the Company was authorized
by the Minister of Health , Labor and Welfare on
October 1, 2004 to transfer to the government of
the substitutional portion of the benefit
obligation, and paid the minimum pension liability
on January 31, 2005.,
Seiichi Sasa (Seal)
Designated and Engagement Partner
Certified Public Accountant

Hideaki Koyama (Seal)
Designated and Engagement Partner
Certified Public Accountant

We have audited the statutory report, that is the
balance sheet, the statement of income, the business report
(limited to accounting matters) and the proposal for
appropriation of unappropriated retained earnings , and its
supporting schedules (limited to accounting matters) of TDK
Corporation for the 109th business year from April 1, 2004
to March 31, 2005 in accordance with Article 2(1) of the
"Law for Special Exceptions to the Commercial Code
Concerning Audit, etc. This is due to the fact that the
tax audit for transfer pricing is likely to conclude in the
near future, immediately after the Company received the audit
reports for the non-consolidated statutory reports up to the
present. Matters to be Resolved and Matters for Reference:

First Item: Approval of Proposal for Appropriation of
Retained Earnings for the 109th Fiscal Year

The appropriation of retained earnings for the fiscal year
under review is proposed as stated in Supplementary Information (8)
(in the page 32).
Consequently, with respect to the proposed appropriation of
retained earnings as at the end of the fiscal year under review,
it is proposed that the year-end dividend during the fiscal year
under review be Yen 40. The Group represents major newspapers, magazines ,
broadcasters, book publishers and other media entities engaged in domestic and
international publication and broadcast.

meara ogata

- Stars + Strikes Bowling Tournament Begins
8:00p. The translation is
prepared solely for the convenience of foreign shareholders.3%, from Yen 10,277 million to Yen 30,550 million."
4.

For results for the 109th term, please refer to the foregoing "
(1) Business Conditions and Results" and "(3) Capital Expenditures
and Fund Procurement.

At the same time, however, in the dynamically changing electronics
industry, a faster response than ever before will be required by
the company's electronic components business. TDK is therefore reaffirming the importance of
coexisting with society as a responsible corporate citizen by
conducting its own social activities based on two key corporate
philosophies: "Creativity" and "Culture.), Kisakata Plant (Akita
Pref.A.)
TDK Corporation of America (The State of
Illinois, U.A.41 -- --
Services Bank,
Ltd .
Barclays Bank PLC 2,849 2.0% Sale of
Corporation recording
(U. and sale
(Hong Kong) of electronic
materials &
components

TDK Xiamen Company RMB319,771 thousand 100.A.L.A.

5.

(2) Retirement and severance benefits (Prepaid pension
costs):
It is stated estimated amounts of benefit obligations
and plan assets as of March 31, 2005 for the future
payment of retirement and severance benefits
payable to employees (or prepaid pension costs).
This is the allowance as prescribed in Article
43 of the Commercial Code Enforcement Regulations. Net income per share Yen 297.00 %
investment:
(3) Distribution method of estimated Period fixed
amount of retirement and severance amount standard
benefits during the period:
(4) Amortization of prior service Average remaining
obligations years of service
of the employees
when it occurs

(5) Years to amortize actuarial gain Average remaining
/loss: years of
service of the
employees when
it occurs


Supplementary Information (8)


PROPOSAL FOR APPROPRIATION OF Retained EARNINGS

Appropriation of Unappropriated Retained Earnings for the Fiscal
Year ended March 31, 2005

Unappropriated retained earnings for the year (yen)
45,660,555,459
Reversal of general reserve
Reversal of special depreciation reserve 284,026,401
Total 45,944,581 ,860

We propose that the above income will be disposed as follows:

Appropriated retained earnings
Dividends 5,289,783,480
(Yen 40 per share)
Directors ' bonuses 99,590,000
General reserve
Special depreciation reserve 160,393,000
Total 5,549,766,480
Balance Carried Forward 40,394,815,380

(Notes) 1. A special depreciation reserve and advanced
depreciation reserve are reversed or set up
in accordance with the Special Taxation
Measurement Law. of Kabushiki Kaisha".
(4) With respect to the supporting schedules (limited to
accounting matters) there are no items to be noted
that are not in conformity with the provisions of the
Commercial Code. At the present
stage , the Company has not yet received any final and
conclusive results and is not in a position to estimate
the contingent income tax payable that the Company may
incur as a result of the tax audit.

Fourth Item: Acquisition of own shares of the Company

You are requested to approve that the Company will acquire up to
160,000 shares of common stock of the Company, with a maximum
aggregate acquisition cost of Yen 1.
of the Company
June 1998: Managing Director of
the Company
General Manager of
Recording
Media & Systems
Business
Group of the Company
June 2002: Director & Senior
Vice President of
the Company
(present post)
General Manager of
Administration Group
of the
Company (present
post)
in charge of Safety
and Environment
(present post)
3 .

orlovsky ofarim

Travaglini along with
local athletes, celebrities and representatives of the Boston sports community
will kick-off the inaugural celebrity-bowling fundraiser, "Stars + Strikes,"
at KINGS in Boston , MA. Governor Kerry Healey
* Senate President Robert E. Please be aware that the
voting right exercise form should arrive at us through your
standing proxy in Japan on or prior to June 29, 2005 .m.

On a parent-company basis, net sales increased 3.

(1)Electronic Materials
This sector is broken down into two product categories: capacitors,
and ferrite cores and magnets.
Electronic AV, office, communications 116,387 17.7 16.6
& others communications equipment ,
etc. 1, (Apr.91) 90.80 339.
31, 31, 31, 31,
2002) 2003) 2004) 2005)

Net sales 317,811 320,697 316,050 328,452

Net income (3,794) 133 4,458 39,513
(loss)

Net income (28.)
Research &Development Advanced Process Technology Center
(Chiba Pref.A.
State Street 2,481 1. Any portion of the average age or average working
years is presented by rounding down the two places
of decimals.S.

(8) Name , Position and Duty, or Major Occupation of Each Director
and Corporate Auditor

Position Name Duty and Major
Occupation

Representative Director Hajime Sawabe

Director Jiro Iwasaki General Manager
of Administration
Group, in charge
of Safety &
Environment

Director Shinji Yoko General Manager
of Electronic
Components Sales
& Marketing
Group

Director Takeshi Nomura General Manager
of Ferrite &
Magnet Products
Business Group

Director Mitsuaki Konno General Manager
of Management
Review and Support
Department

Director Yasuhiro Hagihara Attorney-at-Law,
Partner of the
Law Firm of
Squire Sanders &
Dempsey L.P.
4.

(9) Contents of specially favorable terms and conditions:

Stock acquisition rights have been issued free
of charge to Directors, Corporate Officers and
key employees of the Company and directors,
officers and key employees of associated
companies.144, "Accounting
for the Impairment of Long-Lived Assets" is
stated above.76
Diluted net income per share: Yen 339.

(Separate notes)

Principal Accounting Principles

The principal accounting principles , procedures and
methods of representation adopted for the preparation of
the Balance Sheet and the Statement of Income are as
follows:

1.

2. Method of depreciation of cost of fixed assets:

(1) Property, plant and equipment:
Depreciation of buildings (other than facilities
attaching to the buildings) is principally
computed using the straight-line method, and property
other than buildings is principally computed
using the declining balance method. The average number of shares of common
stock issued during the fiscal year under review, which was
used for the calculation basis of the net income
per share, totals 132,292 thousand shares.

(8) Restrictions on transfer of stock acquisition rights:
Any transfer of stock acquisition rights shall be
subject to approval of the Board of Directors of the
Company.

(8) Restrictions on transfer of stock acquisition rights:
Any transfer of stock acquisition rights shall be
subject to approval of the Board of Directors of the
Company. Summary of the allotment of stock acquisition rights:
In addition, when granting stock acquisition rights to each
grantee, the Company shall enter into the "Granting of Stock
Acquisition Right Agreement" with each of the grantees, which
shall provide for the additional conditions deemed reasonable
by the Board of Directors for the purpose of the issuance of
stock acquisition rights. Arato joins Gibson Dunn's New York office as of counsel
and focuses her practice on intellectual property, commercial and civil
litigation, also with an emphasis on media and entertainment. District Court Judge William C.

Recent selected matters include representing:

* Madison Square Garden in a lawsuit against New York City concerning a
proposed football stadium project in Manhattan.

* 25 news organizations and reporters and editors groups as amicus
curiae in support of New York Times reporter Judith Miller and Time
Inc.

outram orwig

m. In
comparison, the Japanese economy slowed due to a drop-off in exports,
the result of second-half production cutbacks by manufacturers of
digital products, despite strength in capital expenditures that was
supported by strong corporate earnings. This decrease was due to a reduction in output of
deflection yoke cores and flyback transformers cores used in CRT TVs.2
devices and other types of
equipment; automobiles ,
etc. 1, (Apr."

(5) Key Issues for TDK Group
The world economy is grappling with a host of risk factors such as
surging crude oil prices and raw materials costs , and fluctuations
in the foreign exchange rates of major currencies.

(2) Consolidated Subsidiaries:

Classification Name of Company (Location of Headquarters)

Administration and TDK U.86 -- --
Bank and Trust
Company
Nippon Life 2,415 1.
2. Temporary or part-time employees are not included in
the list above. USD283,550 thousand 100. Yasuhiro Hagihara is an outside Director
prescribed in Paragraph 7-2, Section 2, Article
188 of the Commercial Code. Messrs. Amounts less than Yen 0.
GAAP"), in compliance with Article 179, Section 1 of
the Commercial Code Enforcement Regulations. (Provided, however,
that, in respect of some intangible assets, useful
lives of which cannot be specified under SFAS No.142
"Goodwill and Other Intangible Assets", they are no
longer amortized but instead is tested for impairment at
least annually. is included in the
statutory reports.142, "Goodwill and Other
Intangible Assets" goodwill is no longer
amortized but instead is tested for
impairment at least annually.

3. Contingent liabilities including guaranteed liabilities:
Outstanding guaranteed liabilities Yen 6,235 million

6.

We conducted our audit in accordance with auditing standards
generally accepted in Japan.
(3) The proposal for appropriation of unappropriated
retained earnings has been prepared in conformity with
related laws and regulations and the Articles of
Incorporation of the Company.


- End -

Supplementary Information (10)

CERTIFIED COPY OF REPORT OF BOARD OF CORPORATE AUDITORS

AUDIT REPORT

This Board of Corporate Auditors prepared and report
upon the following audit report regarding the performance of
duties of the Directors of the Company during the 109th fiscal
year from April 1, 2004 to March 31, 2005 , upon deliberation,
based on the reports from each Corporate Auditor regarding the
method and the result of audit. Summary of method of audit:

Each Corporate Auditor, subject to , inter alia, the
audit policy and the business assignment, etc. 79, 2001)), the Exercise
Price shall be adjusted in accordance with the following
formula and any amount less than one yen arising out of
such adjustment shall be rounded upward to the nearest
yen:

Number of Amount
shares paid
Number of + newly x per
shares issued share
issued _________________________
Market price
___________________________________
Exercise Exercise Price Number of Number of shares
Price after = before x Shares issued + newly issued
adjustment adjustment

"Number of shares issued" in the above formula means
the number of shares obtained by deducting the number
of treasury stock held by the Company from the number
of outstanding shares .

(5) Exercise period of stock acquisition rights:
From August 1, 2007 to July 31, 2011

(6) Conditions of exercise of stock acquisition rights:
Each stock acquisition right shall not be partially
exercised. 1999: Director, Deputy
General
Manager of Electronic
Components Sales &
Marketing
Division of the
Company
General Manager of
Europe
Sales Office of
the Company
and General Manager
of Europe
Sales Division of the
Company
June 2002: Director &
Senior Vice

Snyder said, "Gibson Dunn is a powerhouse firm that uniquely can service
my clients on a full -service basis around the world. Zealand
served as a law clerk to the U. Conner,
Senior District Judge, Southern District of New York.

* Merrill Lynch in litigation arising out of the collapse of Enron
Corporation, including its defense in a consolidated federal
securities class action and in bankruptcy proceedings.

ohmart olsson

When you attend the meeting in person, please submit
the enclosed voting right exercise form to the receptionist at
the place of the meeting. China, meanwhile, maintained a high economic growth rate.However, demand for these
components began to cool in the second half in line with production
cutbacks of finished products that use them .3% from Yen 655,792 million.

Sector results were as follows. to Mar. to Mar.
31, 31, 31, 31,
2002) 2003 ) 2004) 2005)

Net sales 564,286 604,865 655,792 657 ,853

Net income (25,771) 12,019 42,101 44,948
(loss)

Basic net (193. 1, (Apr.55) 0. Consolidated net sales for the 106th, 107th and
108th terms have been restated in relation to
operations that were classified as discontinued
operations in the 109th term in accordance with
Statement of Financial Accounting Standards No. TDK adopted the Emerging Issues Task Force Issue 01 -9
("EITF 01-9"), "Accounting for Consideration Given by
a Vendor to a Customer (Including a Reseller of the
Vendor's Products)" effective from the 107th term.S. In this vein, the TDK Group will refine
its core technologies (materials, process and evaluation &
simulation technologies) while concentrating on three
fast-growing key fields: IT home electronics; high-speed,
large-capacity networks; and car electronics.

Besides strengthening its business in this way, TDK also recognizes
corporate social responsibility and corporate governance as important
management themes., to
which the Company
has entrusted trust assets.

(2) Condition of Business Combination:

The total number of consolidated subsidiaries for the previous
fiscal year totaled 72 (domestic 20, overseas 52).

(Notes) 1. Yasuhiro Hagihara,
Director of the Company, serves as Partner ,
changed its name to "Squire Sanders
(Gaikokuho Kyodo Jigyo Horitsu Jimusho)"
as of April 1, 2005.

(1) Total number of stock acquisition rights issued:
2,343 shares (100 shares per one stock
acquisition right)

(2) Class and number of shares to be granted for stock
acquisition rights:
234,300 shares of common stock

(3) Issue price of stock acquisition rights:
Free of charge

(4) Amounts to be paid upon the exercise of each stock
acquisition right:
Yen 814,700 (Yen 8,147 per share)

(5) Exercise period of stock acquisition rights:
From August 1, 2006 to July 31 , 2010

(6) Conditions of exercise of stock acquisition rights:
Partial exercise of stock acquisition rights
may not be permitted. Amounts less than Yen 1 million have been rounded
downward. Principal Accounting Principles, etc.:
No consumption tax, etc.93
(While net income stated in the accompanying statement of
income is Yen 39,513 million, net income concerned with
common stock which was used for the calculation basis of the
net income per share for the fiscal year under review is
Yen 39,413 million.

As a result of the audit, our opinion is as follows:
(1) The balance sheet and the statement of income present
fairly the financial position and the results of
operations of the Company in conformity with related
laws and regulations and the Articles of Incorporation of the
Company. Provided, however, that
on or after the date on which stock acquisition rights
are issued (hereinafter referred to as the "issue date"),
in case the Company makes a stock split or
stock consolidation of shares of common stock, the
number of shares attached shall be adjusted proportional
to the percentages of such stock split or stock
consolidation of shares.
(2) The holder of stock acquisition rights may only
exercise such rights within the specified period set
out in (a) or (b) below, in case of any event set out
in (a) or (b), respectively. below. Any
amount less than one yen arising out of such adjustment
shall be rounded upward to the nearest yen . (Date of Birth) Company's Representative, if any of
Shares
of the
Company
Owned

1. Hajime Sawabe April 1964: entered into the 8,000
Company shares
(Jan . "His practice
covers a broad array of complex commercial litigation, including media and
entertainment , IP and white collar matters., American Media, Inc.
Snyder was named one of the top young lawyers in the country by The
American Lawyer in its 2003 article, "45 Under 45: The Rising Stars of the
Private Bar. Breyer and for Judge Laurence H. For more
information, visit http://www.

meara outram

WHO:
* Governor Mitt Romney
* Lt. - Media Check-In
5:30 - 6:15p. - Photo Opportunity with Dignitaries, Players and Hosts
6:30p. TDK also actively made investments to drive growth,
such as by ramping up production capacity of multiplayer chip
capacitors and forging a strategic alliance regarding HDD heads. Operating income rose 5.8%, from Yen 42,101 million to
Yen 44,948 million. In ferrite cores, sales declined from the
previous fiscal year despite higher demand for general-purpose power
supply cores for digital home appliances and cores for communications
equipment.0
systems professional broadcasting,
etc. to Mar . Sarbanes-Oxley Act of 2002 and all other
applicable laws and regulations as it strengthens corporate
governance. In addition, it has appointed corporate officers and
has established various committees , namely the Compensation Advisory
Committee, the Corporate Ethics Committee and the Disclosure
Committee .)
TDK Recording Media Europe S.14 -- --
Barclays
Capital Securities
-- --
The Chase 2 ,730 2.
2.) electronic
materials &
components

TDK Taiwan NTD424,125 thousand 83. As a result, a
total of five companies were included in consolidation. The
number of consolidated subsidiaries is 71 (domestic 18,
overseas 53).A.

(6) Method of accounting consumption tax, etc .:
No consumption tax, etc.,
Seiichi Sasa (Seal)
Designated and
Engagement Partner
Certified Public
Accountant

Hideaki Koyama (Seal)
Designated and
Engagement Partner
Certified Public
Accountant

We have audited the consolidated statutory report, that is
the consolidated balance sheet and the consolidated statement of
income, of TDK Corporation for the 109th business year from April
1, 2004 to March 31, 2005 in accordance with Article 19-2(3) of
the "Law for Special Exceptions to the Commercial Code Concerning
Audit, etc.
Directors' prior retirement grants shall be
paid when a Director resigns upon resolution
of the General Meeting of Stockholders.

6. Net assets pursuant to Article 124, paragraph 3 of
the Commercial Code Enforcement Regulations: Yen 1,415 million

(Notes with respect to Statement of Income)

1. Dividends are calculated excluding treasury
stock of 945,072 shares .

There is a statement that the Company has been subject to the
tax audit for transfer pricing as the additional information
of the consolidated statutory reports in the Public
Accountants ' Report. Aggregate number of voting rights owned by all stockholders:
1,321,727 voting rights

2.0 increase per share over the
previous fiscal year . Summary of the issuance of stock acquisition rights:
(1) Class and number of shares to be issued upon exercise of
stock acquisition rights:
The maximum number shall be 41,000 shares of common
stock of the Company.

(7) Events and conditions of cancellation of stock
acquisition rights:
If the holder of stock acquisition rights is unable to
exercise the stock acquisition rights, stock acquisition
rights may be cancelled without any charge. Summary of the allotment of stock acquisition rights:
When granting stock acquisition rights to each grantee
(the "Grantee"), the Company shall enter into the "Granting
of Stock Acquisition Right Agreement" with each of the
Grantees, which shall provide for the additional conditions
deemed reasonable by the Board of Directors for the
purpose of the issuance of stock acquisition rights. Provided ,
however, that if such price is less than the
closing price as of the issue date, then such closing
price reported on the issue date shall instead be the
Exercise Price (if no closing price is reported on
such day, then the closing price reported on
the day immediately preceding that day). On or after the issue date , in case of a stock
split or stock consolidation of the Company's shares of
common stock, the Exercise Price shall be adjusted
proportional to the percentages of stock
split or stock consolidation of shares.

3. "Their client base complements the firm's, and
their addition enhances our profile in New York and strengthens even more our
ability to handle major media and entertainment litigation from coast to
coast. Attorney's Office for the Southern
District of New York from 1989 to 1994, serving in the Securities Fraud and
Organized Crime Units, and as Chief of the Narcotics Unit.
Isserles focuses his practice on civil litigation , with an emphasis on
appellate and constitutional litigation.

* Peerless Importers, New York State's largest wholesale liquor and wine
distributor, in a major constitutional litigation over state
restrictions on wine imports.

meara ozolinsh

org or
http://www. This resulted in strong demand for the TDK Group's
electronic components in the first half.4%, from Yen 55,712 million
to Yen 62,072 million.80. However, demand for HDD
heads picked up in the second half of fiscal 2005 once this
adjustment phase ended. Sales in the electronic materials
sector rose 4.

(2)Electronic Devices
This sector has three product categories: inductive devices,
high-frequency components and other products. The increase was attributable to higher demand
spurred by acceleration in the pace at which automobiles are
incorporating electronics and the increasing sophistication of
mobile phones, as well as new product launches.53 32.S.)
TDK Electronics Europe GmbH(Dusseldorf,
Germany)
TDK Marketing Europe GmbH(Rattingen, Germany)
TDK Hong Kong Company Limited(Hong Kong,
China)
TDK Marketing Corporation(Chiyoda-ku , Tokyo)
Production Headway Technologies, Inc.96 -- --
Trust Bank of
Japan, Ltd.0% Management and
Corporation supervision
(U.
subsidiaries

TDK Electronics USD62,849 thousand 100.P. GAAP)

(As of March 31, 2005)

Item Amount Item Amount
(ASSETS) (Millions (LIABILITIES) (Millions
of of
yen) yen)

Current assets 510,291 Current liabilities 118,897
Cash and cash 251,508 Short-term debt 103
equivalents
Marketable securities 1,609 Trade payables 62,092
Net trade receivables 147,999 Accrued expenses 42,636
Inventories Income taxes payables 8,667
Other current assets 74,924 Other current 5,399
liabilities
Noncurrent assets Noncurrent liabilities 15,246
Investments in 34,251 Long-term debt, 81
securities excluding current
installments
Net property, plant and 279,729 Retirement and 11,170
equipment severance benefits
Goodwill and other 22 ,698 Deferred income taxes 751
intangible assets
Other assets Other noncurrent 3,244
liabilities
216,969 (Total liabilities) 134,143
Minority interests 5,162
22,457 (STOCKHOLDERS' EQUITY) 32,641
17,605 Common stock 63,051
Additional paid-in 16,918
capital
Legal reserve 597,205
Retained earnings - 51,657
Accumulated other - 7,443
comprehensive income
(loss)
Treasury stock 650,715
(Total stockholders'
equity)
Total assets: 790,020 Total liabilities and 790,020
stockholders' equity:

(Notes) 1.

Intangible fixed assets:
Depreciation of intangible fixed assets is carried
at the straight-line method.

(3) Directors' and Corporate Auditors' retirement
allowance:
In order to prepare for future payment of
retirement grants for Directors and Corporate
Auditors to resign, it is stated an
amount to be required at the end of the fiscal
year concerned in accordance with the internal
regulations of the Company. Our responsibility
is to express an opinion on the statutory report and supporting
schedules based on our audit as independent auditors .

(6) Conditions of exercise of stock acquisition rights:
(1) A holder of stock acquisition rights may not
exercise the stock acquisition rights during July 1,
2005 to June 2008, except for the case stated in (2)
below, such holder may exercise the
stock acquisition rights on or after July 1, 2008.

2 .
The exercise price shall be an amount which is the
average of the closing prices (regular way) of the
Company's shares of common stock on the Tokyo Stock
Exchange, Ltd. 6, 1945) June 1992: General Manager of
Corporate Planning
Office of the
Company
June 1996: Director and General
Manager
of Human Resources
Dept. We are also pleased
to welcome Cynthia , Ashlie, Marc and Elise, who have worked with Orin very
closely and will give us additional litigation capacity in New York. He received his
law degree in 1998, magna cum laude from Harvard Law School , where he was
Notes Editor of Harvard Law Review and recipient of the Joshua Montgomery
Sears Prize. The Media Law Practice Group has
extensive experience handling First Amendment issues in virtually all areas of
free speech and press.

oakenfold ohama

, an in particular the recently launched EveryBody Move ! Campaign,
which combines a state-wide public awareness campaign with a membership-driven
outreach program targeting 8-14 year olds in the Commonwealth of
Massachusetts.972. Inductive devices,
the main product category in the electronic devices sector, posted
higher sales despite lower sales prices and the negative effect of
forex movements. Sensors and actuators recorded higher sales due to growth
in demand for use in PCs and peripherals and communications
equipment.

*Linear Tape-Open , LTO, LTO logo, Ultrium and Ultrium logo are
trademarks of HP, IBM and Certance LLC in the U. export 193,241 58. The bulk of the capital
expenditures were for facilities to develop and produce HDD heads
with higher areal density and for facilities to increase production
and rationalize operations for multilayer chip capacitors. to Mar.

In the 107th term , sales and earnings increased on both a
consolidated and non-consolidated basis due to higher demand for
electronic components and a higher return on assets. But there are also various systems and
organizations for promoting corporate governance.)
TDK Europe S.04
Industrial
Co.

88 -- --
Securities (Japan)
Ltd.

(6) Matters Concerning Principal Business Combination of TDK Group

(1) Matters Concerning Principal Consolidated Subsidiaries:

Name of companies Common Stock Percentage of Outline
shares held of
by the Principal
Company Business

TDK U. (China) and sale
of electronic
materials &
components

TDK Recording Euro 82,846 thousand 100.A. Out of companies stated above, the Company
indirectly owns 100% of:
TDK Electronics Corporation
TDK Corporation of America
SAE Magnetics (Hong Kong) Limited
TDK Recording Media Europe S. The Company owns indirectly 85.

(3) Results of Business Combination:

The number of consolidated subsidiaries including the twelve
principal subsidiaries stated above is 71 and that of
affiliates as to investment in which the equity method of
accounting has been carried out is six. Kazutaka Kubota, Kaoru Matsumoto and
Ryoichi Ohno are outside Corporate Auditors
prescribed in Section 1, Article 18 of
the "Law Concerning Special Exceptions to the
Commercial Code Concerning Audit, etc.

(7) Events and conditions of cancellation of stock acquisition
rights:
(a) If a proposal for approval of a merger agreement,
where the Company is the dissolving company, is
approved at a meeting of stockholders of the Company,
or if a proposal for approval of a stock exchange
agreement or a proposal for share transfer under
which the Company becomes a wholly owned subsidiary
of another company, is approved at a meeting of
stockholders of the Company, stock acquisition
rights may be cancelled without any charge. 87, "Employers' Accounting
for Pensions".

Unrealized prior service costs of employees are
amortized in the year in which such costs occurred
using the straight-line method over certain periods
within the estimated average remaining service
years of employees.

(Scope of consolidation)

Consolidated subsidiaries, associated companies accounted for by
the equity method:

1.

Supplementary Information (6)

Non-Consolidated BALANCE SHEET

(As of March 31, 2005)

Item Amount Item Amount
(ASSETS) (Millions (LIABILITIES) (Millions
of of
yen) yen)

Current Assets 272,300 Current Liabilities 76,436
Cash and deposits with 64,882 Trade payables accounts 37,458
banks
Trade receivables - 3,591 Accounts payable 5,553
notes
Trade receivables - 78 ,498 Accrued income taxes 8,166
accounts
Marketable securities 25,697 Accrued expenses 11,032
Products and merchandise 9,038 Deposits received 13,474
Raw materials and 4,883 Other current 751
supplies liabilities
Work in process 8,840 Noncurrent Liabilities 14,959
Advance payments 6,871 Retirement and severance 14,706
benefits
Deferred tax assets 4,025 Directors' and 253
Corporate Auditors'
retirement allowance
Short-term loans 55,982 (Total Liabilities) 91,396
receivables
Other current assets 10,161 (STOCKHOLDERS' EQUITY) 32,641
Allowance for doubtful - 171 Common Stock 59,256
receivables
Noncurrent Assets 266,576 Capital Surplus 59 ,256
Net property, plant and 121,248 Additional paid-in 361,166
equipment capital
Buildings 37,362 Legal Surplus 8,160
Structures 1,805 Legal reserve 307,345
Machinery and equipment 56,731 Voluntary reserve 807
Vehicles, tools, 3,566 Special depreciation 306,053
furniture and fixtures reserve
Land 13,777 General reserve 484
Construction in progress 8,004 Reserve for deferred 45,660
income taxes
Intangible fixed assets 9,233 Unappropriated retained 1,858
earnings for the year
Patent rights 6,510 Unrealized holding gains - 7,443
(losses) on investments
in shares
Software 2,462 Treasury stock 447,480
Other intangible fixed 260 Total Stockholders'
assets Equity
Investments and advances 136,094
Investments in 12,944
securities
Shares of subsidiaries 94,883
Investment in 8,888
subsidiaries
Long-term loans 151
receivable
Long-term prepaid 3,171
expenses
Advance payment of 3,644
pension expenses
Long-term deferred tax 10,851
assets
Other investments 2,149
Allowance for doubtful - 589
receivables
Total Assets: 538,877 Total Liabilities and 538,877
Stockholders' Equity:

(Notes ) 1.

(2) Other securities:

Marketable securities:
Market price method on the fair market price
as of the end of fiscal year (any balance
resulting from valuation of securities shall
directly be entered into stockholders'
equity, while any cost of sales of marketable
securities shall be calculated using a moving
average cost method.

4.

The Company gives a priority to returning income to its
stockholders as an important management issue. The Company's
fundamental dividend policy is to steadily increase the dividend
taking into consideration the level of consolidated return on equity,
dividends on equity and business results, among other factors.
In case of adjustment of the number of shares
attached to each stock acquisition rights (defined as
below) in accordance with (2) below, the number of
shares to be issued upon exercise of stock acquisition
rights shall be adjusted to a number obtained by
multiplying the number of shares attached to each
stock acquisition right after adjustment by the
aggregate number of stock acquisition rights.05. Beringer joins
the firm's Denver office as of counsel and will continue her entertainment and
media law, intellectual property and general commercial litigation practice. We are also pleased to
welcome Cynthia, Ashlie , Marc and Elise, who have played an integral role in
that practice., Cablevision, William Morris Agency,
Bob Dylan, Marc Anthony, Julie Andrews and Ozzy and Sharon Osbourne. New York and Los Angeles
are the media and entertainment capitals of the world, and I'm delighted to be
joining the leading law firm in these areas.
She received her law degree in 1991 from Columbia University, where she was a
Harlan Fiske Stone Scholar and Managing Editor of Columbia Journal of
Transnational Law .

sandis keeffe

BOSTON, On June 16th Governor Mitt Romney, Lt. Business Conditions
(1) Business Conditions and Results of TDK Group

Looking at economies in Japan and overseas, despite rising crude oil
prices and other factors that restricted growth, the U.87 a
year earlier. Segment sales
declined 17.S.
Total 657,853 100. export 473,828 72.87 297. Non-consolidated amounts less than Yen 1 million have
been rounded downward. Results in the 106th term
partly reflect the inclusion of restructuring costs for reforms
to the profit structure. With 2005
also the trough of the current semiconductor cycle, there is a
persistent sense of uncertainty about the economic outlook.S.

As always , TDK requests the continued support and guidance of
stockholders

2.)

(3) Matters Concerning Shares

(1) Total Number of Shares:
Number of Shares Authorized
to be Issued
by the Company: 480,000,000 shares

Number of
Shares Issued: 133,189,659 shares
(2) Number of
Stockholders: 23,295 stockholders
(a decrease of 2,655 from the end of the
preceding fiscal year)

(3) State of Stock Acquisition Rights:

Stock acquisition rights already issued:

Number of stock Types and Issue price
acquisition number of
rights shares
issued upon
exercise
of stock
acquisition
rights

1st stock acquisition 1,716 Common Stock Free of
rights charge
(Pursuant to resolution 171,600
adopted at the Ordinary
General Meeting of
Stockholders held on
June 27, 2002)
2nd stock acquisition 2,537 Common Stock Free of
rights charge
(Pursuant to resolution 253,700
adopted at the Ordinary
General Meeting of
Stockholders held on
June 27, 2003)
3rd stock acquisition 2,343 Common Stock Free of
rights charge
(Pursuant to resolution 234,300
adopted at the Ordinary
General Meeting of
Stockholders held on
June 29, 2004)

(4) Principal Stockholders (ten largest stockholders):

Investment to the Investment to the
Company Principal Stockholders
of the Company

Name of stockholder Number of Percentage Number of Percentage
shares held of shares shares held of shares
held held
(thousands (%) (thousands (%)
of shares) of shares )

The Master 17,271 12.S.S.

(Notes with respect to Balance Sheet)

1 .

4. Other matter:

The Company has been subject to the tax audit by the Tokyo Regional
Taxation Bureau with respect to transfer pricing between the Company
and its overseas subsidiaries during the five year periods between
the 103rd fiscal year (from April 1, 1998 to March 31, 1999 ) and the
107th fiscal year (from April 1, 2002 to March 31, 2003). set up by the Board of
Corporate Auditors and the duties assigned to each Corporate
Auditor, audited the consolidated statutory reports upon
receipt of reports and explanations from Directors and the
Certified Public Accountants regarding the consolidated
statutory reports

2. Accumulated amount of depreciation
of property, plant and equipment: Yen 270,819 million

7. We received from the Independent
Accountants reports on audit and examined the accounting
statements and attached schedules.

(2) Aggregate number of stock acquisition rights to be issued:
The maximum number shall be 1,190.
In addition, in the case of any unavoidable event,
such as the Company's merger or corporate partition
that requires adjustments to be effected to the
number of shares attached, the number of shares
shall be adjusted to the reasonable extent, taking
into account the terms and conditions of the
merger or corporate partition or the like, and
any number of share less than one share arising
out of such adjustment shall be disregarded.S.
Gibson Dunn provides full range of services for entertainment industry
disputes and transactions.

Selected recent matters include representing:

* Major media organizations (including NBC, CBS, ABC, CNN , Fox, The New
York Times, Los Angeles Times, Gannett, the Associated Press, and The
Washington Post) in seeking public access to secret judicial
proceedings and records in the pending California criminal case
against Michael Jackson.

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Governor Kerry Healey , Senate President Robert E. Visit http://www.

TDK Corporation

Tokyo, Japan

(Translation)
To: Stockholders

Local Code 6762

June 2, 2005

TDK Corporation (the "Company")
13-1, Nihonbashi 1-chome
Chuo-ku, Tokyo
Hajime Sawabe
President and CEO


NOTICE OF CONVOCATION OF
THE 109TH ORDINARY GENERAL MEETING OF STOCKHOLDERS


Dear Sirs:

You are hereby notified that the 109th Ordinary General
Meeting of Stockholders will be held as stated below .S.

In the electronics industry in the first half of fiscal 2005, demand
for digital home appliances , such as LCD and plasma flat-screen TVs
and DVD recorders, was boosted by the Summer Olympic Games in Athens,
and other events.93, compared with Yen 32. Sales of multilayer chip
capacitors, the main product in the capacitors sector, were strong
in the first half, as previously mentioned.

(3) Capital Expenditures and Fund Procurement of TDK Group
Consolidated capital expenditures were Yen 61,005 million, the
result of active investments in fields TDK regards as strategically
important for growth.
2. However, sales fell while earnings increased on
a non-consolidated basis due to a change in the form of
transactions with business partners and other factors. Nevertheless , the TDK Group is determined to be a
company that can surmount these challenges and grow.

TDK will unite as a company to take up the challenge of executing
the following initiatives in the year ending March 31, 2006. TDK is determined to enhance each of these systems and
organizations to manage the company in a way that earns the
trust of stockholders and other stakeholders.), Shizuoka
Plant (Shizuoka Pref. Corporation(The State of New York,
Superintended U.A.(Xiamen, China)
SAE Magnetics (Hong Kong) Limited(Hong Kong,
China)
TDK Taiwan Corporation(Taipei, Taiwan)
TDK-MCC Corporation(Yuri-gun, Akita Pref. With respect to the number of shares held
and the percentage of shares above, any
number of shares less than one thousand
has been disregarded.0% Sale of
America (U.0% Manufacture of
Media Europe S. During the
fiscal year under review, six companies decreased. While affiliates as to investment in which the
equity method of accounting has been carried out was previously
8 (domestic 5, overseas 3), they are 6 (domestic 4, overseas 2)
for the fiscal year under review. Therefore, the amount stated in 3 above
represents the total amount of the remunerations
paid by the Company.5 million have been
rounded downward and amounts not less than
Yen 0. Number of associated companies accounted
for by the equity method: 6
Name of major associated companies accounted
for by the equity method:
BT Magnet Technologie
GmbH
Semiconductor Energy
Laboratory Co.

Supplementary Information (4)

CERTIFIED COPY OF PUBLIC ACCOUNTANTS' REPORT
for Consolidated statutory reports

(English Translation of the Auditors' Report Originally
Issued in Japanese
Language)

Independent Auditors' Report

May 23, 2005
To: The Board of Directors of TDK Corporation

KPMG AZSA & CO. of Kabushiki Kaisha ".

Supplementary Information (7)

Non-Consolidated STATEMENT OF INCOME

From: April l, 2004
To: March 31, 2005

Item Amount
CURRENT INCOME AND LOSS (Millions
of yen )

Operating Income and Loss 328,452
Operating income 328,452
Net sales 319,798
Operating expenses 258,007
Cost of sales 61,791
Selling, general and administrative expenses 8,653
Operating income 31,436
Non-operating Income and Loss 12,898
Non-operating income 8,706
Interest and dividend income 8,431
Technology commission 1,399
Rental received 9,539
Other non-operating income 42
Non-operating expenses 655
Interest paid 7,605
Exchange loss 1,236
Depreciation of leased assets 30,550
Other non-operating expenses
Current Income 30,628
EXTRAORDINARY PROFIT AND LOSS 53
Extraordinary Profit 30,225
Gain on sales of fixed assets 349
Gain on transfer to the government of the 1,334
substituted portion of Employees' Pension Plan
Other profit 1,309
Extraordinary Loss 24
Loss on disposal of fixed assets
Loss on devaluation of investment securities 59,843
Income before income taxes 10,942
Income taxes current 9,388
Income taxes - deferred 39,513
Net income 10,252
Retained earnings brought forward from the preceding 139
year
Loss on disposition of treasury stock 3,966
Interim dividends 45,660
Unappropriated retained earnings for the year

(Notes) 1. Method of accounting for lease transactions:
Finance leases, except for those in which ownership is
deemed to be transferred to the lessee, are accounted
for as operating leases, that is, the rental of
property.

(Notes with respect to Balance Sheet)

1.

1.00 per share.00 per share, a Yen 15.

1.
In case of adjustment of the number of shares attached
to each stock acquisition rights (defined as below) in
accordance with (2) below, the number of shares to be
issued upon exercise of stock acquisition rights shall
be adjusted to a number obtained by multiplying the
number of shares attached to each stock acquisition
right after adjustment by the aggregate number of stock
acquisition rights .

The number of shares attached to one stock acquisition
right (hereinafter referred to as the "number of shares
attached") shall be 100 shares. of
Japan (Law No. Shinji Yoko April 1970: entered into the 1,000
Company shares
(Jan. 2, 1948) Jan.
Also joining the firm are Cynthia Arato, Ashlie Beringer, Marc Isserles
and Elise Zealand. Her clients include Warner Music Group,
Atlantic Records, Sony BMG Music Entertainment, Elektra Entertainment, America
Media Inc. She has significant
experience in the prosecution and defense of commercial contracts , securities
fraud and business tort actions. Silberman,
of the U.

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m.

2. In
power systems, sales of DC-DC converters and DC-AC inverters were
healthy.

(HDD heads) Sales increased year on year. TDK recorded slightly higher sales of anechoic chambers
for electronmagnetic noise control and growth in external sales of
manufacturing equipment due to higher investments in semiconductor
facilities and equipment by customers.8
devices and other types of
equipment; automobiles,
etc.4
materials and other types of
equipment; automobiles,
etc.
Recording media & Entertainment, education, 43,652 13.
6.,
which is burdened with current-account and budget deficits, and in
China, which continues to achieve a high rate of growth.

- Expedite development
TDK will focus on speeding up development by raising
efficiency through measures such as a more robust technology
strategy and improvements to processes. TDK
employs the corporate auditor system within the meaning of the
Commercial Code of Japan.), Inakura Plant (Akita Pref.),
Narita Plant (Chiba Pref.69 999 0.A .5% shares of TDK
Xiamen Co.

None. GAAP)

From: April l, 2004
To: March 31, 2005

Item Amount
Net sales (Millions
of yen)

Cost of sales 657,853
Gross profit 484,323
Selling, general and administrative expenses 173,530
Transfer to the government of substitute potion of 119,886
the Employees' Pension Fund
Subsidy from the government
Loss on settlement - 33,533
Operating income 27,347
Other income (deductions) 59,830
Interest and dividend income
Interest expense 1,692
Foreign exchange gain (loss ) - 324
Other - net - 856
Total other income (deductions) 1,730
Income from continuing operations before income 2,242
taxes
Income taxes 62,072
Income before minority interests 12,980
Minority interests 49,092
Income from continuing operations 479
Loss from discontinued operations , net of taxes 48,613
Income from continuing operations 3,665
Net income 44,948

(Notes) 1., Ltd.

Our firm and engagement partners have no interest in the Company
which should be disclosed pursuant to the provisions of the
Certified Public Accountants Law of Japan. Net sales to subsidiaries: Yen 195 ,950 million
2. Calculation basis of for retirement and severance benefits
obligations:

109th Business year
(As of March 31, 2005)

(1) Discount rates: 2. Provided, however , that
on or after the date on which stock acquisition rights
are issued (hereinafter referred to as the "issue date"),
in case the Company makes a stock split or stock
consolidation of shares of common stock, the number of
shares attached shall be adjusted proportional to the
percentages of such stock split or stock consolidation
of shares. to the Commercial Code, etc. I also look forward to expanding
my white-collar practice, working with the outstanding lawyers in Gibson
Dunn's Business Crimes and Investigations Practice Group. In 2004, she successfully
represented the Select Committee of Inquiry of the Connecticut House of
Representatives before the Connecticut Supreme Court in a landmark case which
held that a sitting Governor could be compelled to testify before a
legislative impeachment committee.

* Bear Stearns in consolidated securities class actions involving the
allocation of shares in "hot" IPOs, as well as shareholder derivative
litigation alleging research analyst conflicts of interest. Gibson Dunn attorneys have served
for many years as principal outside counsel on First Amendment issues to Dow
Jones + Company, publisher of The Wall Street Journal .C.gibsondunn.

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WHEN: Thursday , June 16, 2005
5:00p.

In this business environment, TDK continued to implement profit
structure reforms.76,
up from Yen 317.8%,
from Yen 1,756 million to Yen 8,653 million. While TDK maintained a high market share,
demand is declining for these products as a whole.8 5. 144 ,
"Accounting for the Impairment or Disposal of Long-
Lived Assets .

Against this economic backdrop, from a medium-term perspective, the
electronics industry is expected to see the growth of digital home
appliances, the convergence of information and communications , as
typified by the increasingly diverse functions offered by mobile
phones, and the greater use of electronics in motor vehicles.)

(Note) Chikumagawa 2nd Technical Center changed its
name to Asama Techno Factory as of April 1, 2005.(Shanghai, China)
Sales TDK Electronics Corporation
(The State of New York, U.77 -- --
(Paris OBE
Diept)
Calyon DMA OTC 2,260 1. With respect to the investment in
Matsushita Electric Industrial Co.S. The name of the law firm "Squire Sanders &
Dempsey L.L.

As a result of the audit, in our opinion, the consolidated
statutory report referred to above presents fairy the
consolidated financial position of TDK Corporation and Company's
consolidated subsidiaries , and the consolidated results of their
operations in conformity with related laws and regulations and
the Articles of Incorporation of the Company.


- End -

Supplementary Information (5)

CERTIFIED COPY OF REPORT OF BOARD OF CORPORATE AUDITORS
For Consolidated statutory reports

AUDIT REPORT for Consolidated statutory reports

This Board of Corporate Auditors prepared and report the
following audit report of the consolidated statutory reports
(the consolidated balance sheet and the consolidated statement
of income) during the 109th fiscal year from April 1, 2004 to
March 31, 2005, upon deliberation, based on the reports
from each Corporate Auditor regarding the method and the
result of audit.

4. There is no pecuniary credit or debt to Directors or
Corporate Auditors of the Company.

Supplementary Information (9)

CERTIFIED COPY OF PUBLIC ACCOUNTANTS' REPORT

(English Translation of the Auditors' Report Originally
Issued in Japanese Language)

Independent Auditors ' Report


May 2, 2005
To: The Board of Directors of TDK Corporation
KPMG AZSA & Co.

The number of shares attached to one stock acquisition
right (hereinafter referred to as the "number of shares
attached") shall be 100 shares.6 billion, pursuant to
Article 210 of the Commercial Code of Japan during the
period from the closing of this Ordinary General Meeting of
Stockholders to the closing of next Ordinary General Meeting of
Stockholders in 2006, in order to enable the Company to
implement the stock option plan described in the Second
Item and the Third Item of the proposal.

Candidates for Directors are as follows:

Candidate Name Resume and Status as Other Number
No. Jiro Iwasaki April 1974: entered into the 2,000
Company shares

(Dec."
"I've known Orin for many years; he is engaging, energetic and
articulate ," said New York litigation partner Randy Mastro.

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masportsandfitness.
In the case of any discrepancy between the translation and
the Japanese original, the latter shall prevail . Date and Time: 10:00 a.

Matters to be Resolved:

First Item: Approval of Proposal for Appropriation
of Retained Earnings for the 109th
Fiscal Year

Second Item: Issuance of Stock Acquisition Rights as
Stock Option Scheme for Stock-Linked
Compensation Plan
The substances of this item are
contained in the "Reference Documents
Concerning Exercise of Voting Rights"
(from Page 37 to page 39)

Third Item: Issuance of Stock Acquisition Rights
as Stock Option Scheme
The substances of this item are
contained in the "Reference Documents
Concerning Exercise of Voting Rights"
(from Page 39 to page 41)

Fourth Item: Acquisition of Own Shares of the
Company
The substances of this item are
contained in the "Reference Documents
Concerning Exercise of Voting Rights"
(Page 41)

Fifth Item: Election of seven (7) Directors

- End -

(Documents Attached to the Notice of Convocation
of the Ordinary General Meeting of Stockholders)

Supplementary Information (1)

Business Report
From: April 1, 2004
To: March 31, 2005

1. Cutbacks in HDD inventories at
customers in the first half of the year also shaped the market.

Sales by main product sector were as follows:

(Consolidated)
(Yen millions )
Division Main Applications Amount Share of YoY
Sales Change

Electronic 545 ,214 82.0 -2.7 8. In the
recording media & systems segment, capital expenditures totaled
Yen 3,813 million, mainly for facilities to increase DVD production. Consolidated amounts less than Yen 0. Furthermore, in the digital era of the
electronics industry, falling prices due to stiffer competition
with new products, greater inventory risk and other challenges are
unavoidable. Based on this thinking, the TDK Group
will strengthen human resources such as through
education , respecting each and every employee.)
Mikumagawa Plant (Oita Pref.S. Changes in Directors and Corporate Auditors
during the fiscal year under review are as
follows:

(Assumption of office of Director and Corporate Auditor)

Position Name Remarks

Director Takehiro Kamigama Assumed on June
29, 2004
Corporate Auditor Ryoichi Ohno Assumed on June
29, 2004

(Retirement of Director and Corporate Auditor)

Position Name Remarks

Director Hirokazu Nakanishi Retired on June
29, 2004
Corporate Auditor Osamu Nakamoto Retired on June
29, 2004


(9) Remunerations for Independent Certified Public Accountants

(Yen
millions )
Item Amounts
payable

1. Number of consolidated subsidiaries: 71
Name of major consolidated subsidiaries:
TDK U.
Tokyo Magnetic
Printing Co. Valuation standards and methods of inventories are as follows:

(1) Products and work in progress:
They are valued at the lower of cost using a
periodic average method.
3. An audit is performed on a test basis , and
includes assessing the accounting principles used, the
method of their application and estimates made by management,
as well as evaluating the overall presentation of the statutory
report and supporting schedules. The aim of the plan is to further raise
motivation and enhance morale to improve the business results
and the rise of stock price of the Company, by formulating a
system that the Directors and Corporate Officers will share
benefits and risks arising from the rise and fall of
stock price with its stockholders.

2.

(7) Events and conditions of cancellation of stock
acquisition rights:
(1) If a proposal for approval of a merger agreement,
where the Company is dissolved, is approved at a
general meeting of stockholders of the Company, or
if a proposal for approval of a stock exchange
agreement or a proposal for share transfer is
approved at a general meeting of stockholders of
the Company, the Company may cancel stock
acquisition rights without any charge.

Gibson Dunn Adds Five Media and Entertainment Litigators

and its reporter Matthew Cooper in the special counsel
investigation of whether White House officials illegally leaked the
name of CIA official Valerie Plame to the press.

About the Firm
Gibson, Dunn + Crutcher LLP is a leading international law firm.

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Particulars

1 . Report on the Business Report,
Non-Consolidated
Balance Sheet and Non-consolidated
Statement of Income for the 109th
Fiscal Year (from April 1, 2004 to
March 31, 2005). Report on the Consolidated Balance
Sheet and Consolidated Statement of
Income, and Report on
the Results of Audit for Consolidated
statutory reports for the 109th Fiscal
Year by Certified Public Accountants and
Board of Corporate Auditors (from
April 1, 2004 to March 31, 2005). European economies, while resilient in the first half of
fiscal 2005, suffered a slowdown in the second half due to the effects
of a strengthening euro, rising crude oil prices and other negative
factors.8%, from Yen 166,818 million to Yen 174 ,800 million. In the second half,
amid lackluster demand, TDK was able to absorb sales price declines
and the effect of forex movements by improving the sales mix.

(High-frequency components) Sales of high-frequency components
declined marginally year on year because higher sales volume and
an improved product mix failed to completely offset persistently
strong discounting pressure from mobile phone handset manufacturers,
the main customer for these components.
However, demand for HDD heads rose in the second half of the fiscal
year following the end of these cutbacks, leading to higher
year-on-year sales.

(Recording Media & Systems Segment)
This segment is made up of four product categories: audiotapes,
videotapes, optical media and other products.7 1.1 -17.2
systems professional broadcasting,
etc.
Recording PCs and PC peripherals 35,828 10.3 -3.0 3.93
(loss) per
common share
(Yen )

Stockholders' 426,439 419,241 415,878 447,480
equity

Total assets 522,140 509,561 526,143 538,877


(Notes) 1. Net income (loss) per common share is computed after
deducting treasury stock. Outline of TDK Group and the Company

(The following sets forth the conditions of TDK Group and
the Company as of March 31, 2005 unless otherwise
specifically indicated. Bhd.
On the other hand, the Company incorporated one research and
development subsidiary in each of the U.3% compared with the preceding fiscal year)
and consolidated net income amounted to Yen 44 ,948 million (an
increase of 0. of Joint-Stock Corporations
(Kabushiki Kaisha) and the amount of remunerations
pursuant to the Securities and Exchange Law are not
divided in the Auditing Agreement, which was concluded
between the Company and the independent public
accountants.5 million have been rounded
downward and amounts not less than Yen 0. Principal Accounting Principles, etc. Accumulated amount of depreciation of property,
plant and equipment: Yen 445,551
million
3. We believe that
our audit provides a reasonable basis for our opinion. are stated
separately.
(2) The business report (limited to accounting matters)
presents fairly the status of the Company in conformity
with related laws and regulations and the Articles of
Incorporation of the Company. On the other hand, there is no statement concerning
the tax audit in the Public Accountants' Report for
the non-consolidated statutory reports.
In addition, in the case of any unavoidable event, such
as the Company's merger or corporate partition that
requires adjustments to be effected to the number of
shares attached, the number of shares shall be adjusted
to the reasonable extent, taking into account the
terms and conditions of the merger or corporate partition
or the like, and any number of share less than one share
arising out of such adjustment shall be disregarded. The Group's clients include Sony (Sony
Corporation of America, Sony Pictures Entertainment, Columbia Tri-Star Home
Entertainment, Fox Entertainment Group), Universal Pictures and NBC.

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celebrity cast to raise money for the Massachusetts Governor's Committee on
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WHERE: KINGS, 10 Scotia Street, Boston, Massachusetts

Contacts: Becky Collet, 617-840-6127
Jodi Charles, 617-725-4025

FACTS:
"Stars + Strikes" was created by and designed to benefit the initiatives
of the Massachusetts Governor's Committee on Physical Fitness + Sports
(MGCPFS ).1138

MEDIA CREDENTIAL FORM
NAME:____________________________________________________________________
NAME OF MEDIA ORGANIZATION:______________________________________________
ASSIGNING EDITOR/ PRODUCER:______________________________________________
PHONE:__________________________ CELL PHONE:_____________________________
EMAIL:___________________________________________________________________
WOULD YOU LIKE TO RECEIVE OUR PRESS RELEASES VIA EMAIL? YES NO
ORGANIZATION'S ADDRESS:__________________________________________________
CITY:____________________________ STATE:__________ ZIP:__________________
WORK NUMBER:____________________ FAX NUMBER:_____________________________
HOME NUMBER:____________________
TYPE OF CREDENTIAL DESIRED (CIRCLE AS NEEDED):
DAILY NEWSPAPER STILL PHOTOGRAPHER MAGAZINE
WEEKLY NEWS TELEVISION PHOTOGRAPHER RADIO
WIRE SERVICE TELEVISION REPORTER INTERNET MEDIA
OTHER
(PLEASE DESCRIBE)________________________________________________________

Purposes of the Meeting:

Matters to be Reported:

1. economy
generally expanded steadily due in part to an upturn in capital
expenditures and improvements in employment statistics and household
incomes. Net income rose 6.

(2) Segment Information of TDK Group
TDK's businesses are broadly classified into two business segments:
the electronic materials and components segment and the recording
media & systems segment. However , the second half saw sales
prices of components drop as demand cooled due to inventory
cutbacks of digital home appliances.

(Ferrite cores and magnets) Sales of ferrite cores and magnets
increased year on year.S.9% 4.

In the electronic materials and components segment, capital
expenditures totaled Yen 57,192 million.56 317.(Bascharage, Luxembourg)
TDK China Company Limited.8% Manufacture
Corporation and sale
(Taiwan) of electronic
materials &
components

SAE Magnetics HKD50 thousand 100.0% Manufacture
(Hong Kong ) and sale
Limited of electronic
(Hong Kong) materials &
components

TDK Hong Kong HKD25,500 thousand 100.0% Manufacture of
Corporation electronic
(Japan) materials
& components

TDK Marketing Yen 1,050 million 100. are stated
separately. Any amount arising from the discontinued
business during the 109th fiscal year in
accordance with the Statement of Financial
Accounting Standards ("SFAS") No. GAAP is omitted.

(2) Valuation standards and methods of inventories are as
follows:

Products and work in progress are valued at the lower of
cost using a periodic average method, and raw materials
and supplies are value at the lower of cost using a
monthly moving average cost method.

(4) Method of depreciation of cost of fixed assets is as
follows:

Property, plant and equipment:
Depreciation of property, plant and equipment of the
Company, its domestic consolidated subsidiaries and
certain overseas consolidated subsidiaries is
principally computed by the declining-balance method,
and by the straight-line method for assets of other
foreign subsidiaries. Assets pledged or collateral:
Securities Yen 699
million
Investment securities Yen 994
million
5.55

(Important subsequent events)

Not applicable. Those auditing standards require us to
obtain reasonable assurance about whether the consolidated
statutory report is free of material misstatement. Accounting basis of principal allowances:

(1) Allowance for doubtful receivables:
In order to prepare for losses from bad debts , it is
stated an estimated incollectible amount, in
consideration of the past experience for bad debt
ratio with respect to doubtful
receivables in general, and the individual estimate
on possibility of collection with respect to doubtful
receivables. Assets pledged or collateral:
Securities Yen 699 million
Investment securities Yen 994 million

5. With
respect to the aforementioned business report and
supporting schedules, our audit was limited to those matters
derived from the accounting books and records.

(2) Aggregate number of stock acquisition rights to be issued:
The maximum number shall be 410.
On or after the issue date, in case the Company issues
new shares of its common stock or disposes of its
Treasury stock at a price less than the current market
price (except for issue or transfer upon exercise of
stock acquisition rights or transfer of its
treasury stock pursuant to the provisions of Section 2,
Article 5 of the Supplement of the "Law regarding the
Partial Amendments, etc. In case of disposal of
treasury stock, "Number of shares newly issued " shall
instead read as "Number of treasury stock to be disposed
of".

Fifth Item: Election of seven (7) Directors

The terms of offices of all seven (7) Directors will expire at
the closing of this Ordinary General Meeting of Stockholders. He is a terrific addition to the
firm and to our already deep New York litigation bench. He
also represents clients in white-collar criminal matters and internal
corporate investigations. Representative clients include Time Warner, Home
Box Office, Sony BMG Music Entertainment, Warner Music Group, Atlantic
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Before joining Gibson Dunn, Snyder was a litigation partner in the New
York office of Manatt, where he led that firm's New York and East Coast
Litigation Unit. Before that, he practiced with Parcher, Hayes + Snyder from
1994 to 2003 (which merged with Manatt in December 2003).S. She has represented
several entertainment and media clients in disputes concerning contracts ,
copyright, trademark, defamation and privacy issues.
Zealand's practice focuses on all aspects of entertainment litigation, and
she has represented clients in the entertainment industry in various contract
matters and other disputes, including copyright and licensing issues.S.

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Please study the reference documents with respect to each
item of the agenda of the meeting and exercise your voting rights
through your standing proxy in Japan. on June 29,
2005 (Wednesday)

2.2%, from Yen 136,000 million to Yen 112,639 million.

(Non -Consolidated)
(Yen millions)
Division Main Applications Amount Share of YoY
Sales Change

Electronic 284,799 86.9
devices
Semiconductors Office equipment, 21,909 6.
7.S.S.69 -- --

(Notes) 1. is acting as a
trustee of the Company , who is a
transfer agent of the Company.A.) media
& systems
products

TDK Corporation of USD3,800 thousand 100.0% Sale of
Europe GmbH electronic
(Germany ) materials &
components

TDK Marketing Euro 20,025 thousand 100. and Asia,
respectively , and one manufacturing subsidiary, one sales
subsidiary and one regional superintended subsidiary were
respectively established in the Asian area.

(7) Major Lenders, Amount of Loans and Number of the Shares of the
Company Owned

Not applicable.
(Gaikokuhou Jimu
Bengoshi Jimusho)

Director Takehiro Kamigama General Manager
of Head
Business Group

Corporate Auditor Masaaki Miyoshi Full-time

Corporate Auditor Takuma Otsuka Full-time

Corporate Auditor Kazutaka Kubota

Corporate Auditor Kaoru Matsumoto C. Amounts less than Yen 0.
Securities for sale:
They are carried at fair value as of the balance
sheet date with changes in unrealized holding gain or
loss, net of the applicable income taxes, included
directly in shareholders' equity. Other comprehensive income includes changes in
foreign currency translation adjustments, minimum
pension liability adjustments and net unrealized
gains (losses) on securities., Independent Public
Accountants, are appropriate . Kazutaka Kubota, Kaoru Matsumoto and Ryoichi
Ohno are outside Corporate Auditors prescribed in
Section 1, Article 18 of the Law Concerning Special
Exceptions to the Commercial Code Concerning Audit,
etc.)

Non-marketable securities:
They are valued at cost using a moving average
cost method.

7.
The difference arises from the proposed payment of
directors' bonuses.

(Notes with respect to Retirement and Severance Benefits)

1.
(4) The attached schedules fairly set forth the matters
to be stated and nothing unusual is to be pointed out.

3. 9, 1942) May 1991: General Manager of
European Div. of
Recording
Media Business Group
of the Company
June 1996: Director & General
Manager of Data
Storage Components
Business Group of
the Company
June 1998: President &
Representative
Director of the
Company
(present post)

2."
"The group will b