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EXHIBIT 12. 2 CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of TDK Corporation on Form 20-F for the
fiscal year ended March 31, 2004 as filed with the Securities and Exchange
Commission on the date hereof (the Report). I, Seiji Enami, Chief Financial Officer of TDK Corporation, certify, that: 1.          I have reviewed this annual report on Form 20-F of TDK Corporation; 2.          Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report; 3.          Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the company as
of, and for, the periods presented in this report; 4.          The companys other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:  (a)
    
    Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the company, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;(b)
    
    Paragraph omitted pursuant to SEC Release 33-8238 and
34-47986;(c)
    
    Evaluated the effectiveness of the companys disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and(d)
    
    Disclosed in this report any change in the companys internal control
over financial reporting that occurred during the period covered by the
annual report that has materially affected, or is reasonably likely to
materially affect, the companys internal control over financial
reporting; and 5.          The companys other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
companys auditors and the audit committee of the companys board of directors
(or persons performing the equivalent functions):  (a)
    
    All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the companys ability to record,
process, summarize and report financial information; and(b)
    
    Any fraud, whether or not material, that involves management or other
employees who have a significant role in the companys internal control
over financial reporting. /s/ Seiji EnamiSeiji EnamiCorporate Officer,
General Manager of Finance and Accounting Department
and Chief Financial Officer Date: August 10, 2004