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EXHIBIT 12.(b)

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of TDK Corporation (TDK) on Form 20-F
for the fiscal year ended March 31, 2003 as filed with the Securities and
Exchange Commission on the date hereof (the Report), I, Hajime Sawabe, Chief
Financial Officer of TDK, certify, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, that:

1     I have reviewed this annual report on Form 20-F of TDK;

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 registrant
as of, and for, the periods presented in this report;

4     I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:



| | a) |  | designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to me by others
within those entities, particularly during the period in which this
report is being prepared; and
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| | b) |  | paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986;
and                                                                                                                                                                                                                                                                                                         
|
| | c) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures and presented in this report my 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 registrants internal
control over financial reporting that occurred during the registrants
most recent fiscal quarter (the registrants fourth fiscal quarter) that
has materially affected, or is reasonably likely to materially affect,
the registrants internal control over financial reporting; and                          

5     I have disclosed, based on my most recent evaluation of internal control over
financial reporting, to the registrants auditors and the audit committee of
the registrant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 registrants ability to
record, process, summarize and report financial information; and
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| | b) |  | any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
control over financial reporting.                                                                                               

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| |     | TDK CORPORATION                                                                              
|
| | By: | /s/ Hajime SawabeHajime Sawabe
President, Representative Director
and Chief Financial Officer

Date: August 11, 2003

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