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EXHIBIT 2. 1
  SHARE HANDLING REGULATIONS
  TDK Corporation




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CHAPTER I
GENERAL PROVISIONS
  Article 1.
    
    In accordance with Article 13 of the Articles of
Incorporation, the handling procedures for shares of
the Company and fees therefor shall be governed by
these Regulations.
Provided, however, that handling procedures with
respect to shares held by the beneficial
shareholders shall be governed by these Regulations
as well as the provisions of The Japan Securities
Depositary Center, Inc. (hereinafter referred to as
the Center).
  Article 2.
    
    The administrator of shareholders register of the
Company, its place of business and forwarding
offices are as follows:Administrator of shareholders register:The Chuo Mitsui Trust & Banking Co., Ltd.33-1 Shiba, 3-chomeMinato-ku, TokyoOffice for handling the business:The Chuo Mitsui Trust & Banking Co., Ltd.33-1 Shiba, 3-chomeMinato-ku, Tokyo (Head Office)Forwarding offices:All branch offices of The Chuo Mitsui Trust & Banking Co., Ltd. and
all branches offices of Japan Securities Agents, Ltd. in Japan
  Article 3.1.
    
    The share certificates to be issued by the Company
shall be in denominations of 100 shares, 500 shares
and 1,000 shares. Provided, however, that share
certificates representing the specified number of
shares less than 100 shares may be issued for the
shares constituting less than 100 shares.2.
    
    The shareholders shall not apply for the re-issuance of share
certificates representing the number of shares constituting less than one unit,
except as provided for in the Article 22 (Re-issuance of share certificates due to
mutilation or defacement) and Article 23 (Re-issuance of share certificates due to a
filled column).
  Article 4.1.
    
    Any applications and notices, etc. with respect to
business entrusted to the administrator of shareholders
register by the Company shall be made to the administrator
of shareholders register.
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2.
    
    All application, notice, request or notification to be made under these
Regulations shall be in the form prescribed by the Company and shall be impressed
with the seal filed with the Company in accordance with the provisions of Article 15
hereof.3.
    
    With respect to any application, notice, request or notification in the
preceding paragraph, in the event that it is made or given by a proxy, a document
evidencing his or her power shall be submitted to the Company. In the event that it
requires the consent of his or her curator or assistant, a document evidencing the
consent shall be submitted to the Company.
 CHAPTER II
ENTRY OR ELECTROMAGNETIC RECORD, ETC.
IN THE SHAREHOLDERS REGISTER
  Article 5.1.
    
    In case of an application for the entry or record in
the shareholders register (hereinafter referred to as
the Registration of Transfer of Shares), a written
application form shall be submitted together with the
share certificates.2.
    
    In case of an application for the Registration of Transfer of Shares
acquired due to causes other than assignment, in addition to taking the procedures
prescribed in the previous paragraph, a document evidencing the acquisition thereof
shall be submitted. Provided, however, that in case the share certificates
concerned have not been issued, no submission thereof shall be required.
  Article 6.
    
    In the event that a specific procedure is required by laws
and regulations with respect to the transfer of shares, a
written application form shall be submitted together with
share certificates concerned and a document evidencing the
completion of such procedure.
  Article 7.
    
    Names of the applicants shall be stated in the share
certificates as set forth in the preceding two Articles.
  Article 8.
    
    Entry or record in the beneficial
shareholders register shall be made upon
notification from the Center addressed to the
beneficial shareholders and beneficial
shareholders form.
  Article 9.
    
    Beneficial shareholders shall submit the
beneficial shareholders form through a
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participant in the central depositary and book-entry delivery system of share
certificates (hereinafter referred to as the Participant).
 (Addition)Article 10.
    
    In the event that a shareholder entered or recorded in the
shareholders register is identified with a beneficial
shareholder entered or recorded in the beneficial
shareholders register according to the address and the name,
the number of shares of each of such shareholders shall be
added up with regard to the exercise of the shareholders
rights.
 CHAPTER III
REGISTRATION OF PLEDGE AND INDICATION OF TRUST PROPERTY
  Article 11.
    
    In case of an application for the
registration, change or cancellation of a
pledge for shares, a written application form
shall be submitted under joint signatures of
the pledgor and pledgee together with the
share certificates concerned.
  Article 12.
    
    In case of an application for indication of
trust property or cancellation thereof for
shares, a written application form shall be
submitted by a trustor or a trustee, together
with the share certificates concerned.
 CHAPTER IV
NON-POSSESSION OF SHARE CERTIFICATES
  Article 13.
    
    In case of a request for the non-possession
of share certificates, a written request
shall be submitted together with the share
certificates concerned. Provided, however,
that in case the share certificates
concerned have not been issued, no
submission thereof shall be required.
  Article 14.1.
    
    In the event that a shareholder who has
requested non-possession of share
certificates applies for the issuance or
return of such share certificates, a written
application form to that effect shall be
submitted.2.
    
    In the case of the preceding paragraph, a shareholder is unable to apply
for the issuance of share certificates for the shares constituting less than one
unit.
 CHAPTER V
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VARIOUS NOTICES
  Article 15.1.
    
    Shareholders, beneficial shareholders and pledgees
for registered shares or their legal
representatives shall notify the Company of their
addresses, names and seal impressions. Provided,
however, that foreigners may substitute their
specimen signatures for such seal impressions.2.
    
    The same shall apply in case of any change in the matters notified pursuant to
the preceding paragraph.
  Article 16.1.
    
    Shareholders, beneficial shareholders and pledgees for registered shares or their legal
representatives residing abroad shall, in addition to procedures stipulated in the
preceding Article, appoint a standing proxy in Japan or designate a mailing address in
Japan to receive notices and notify the Company thereof in advance.2.
    
    The provisions of the preceding Article shall apply mutatis mutandisto
the standing proxy.
  Article 17.1.
    
    In the event that a corporation is a shareholder or
beneficial shareholder, such corporation shall notify the
Company of one (1) representative.2.
    
    In case of any change in the representative, a written notice shall be
submitted together with a certified extract copy of the registered matters.
  Article 18.1.
    
    Shareholders or beneficial shareholders who co-own
shares shall appoint one (1) representative and notify
the Company of such representative.2.
    
    The same shall apply to the change of the representative.
   Article 19.1.
    
    In case of any changes in indications of the
shareholders register, the beneficial
shareholders register and share
certificates due to any of the following
events, a written notice shall be submitted
together with the share certificates
concerned and any documents evidencing the
fact of the following events.
Provided, however, that in case the share
certificates have not been issued, and in
case of alterations of the indications in
the beneficial shareholders register, no
submission of the share certificates
concerned shall be required:
 (1)
    
    Alteration of a surname or a first name;(2)
    
    Establishment, alteration or discharge of legal representative
such as a person in parental authority or a guardian and the like;(3)
    
    Alteration of a trade name or corporate name; and
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(4)
    
    Alteration of an organization of a corporate entity.
  Article 20.1.
    
    The provisions of Chapter V shall apply mutatis
mutandisto the beneficial shareholders. Provided,
however, that no submission of share certificates
is required in case of alterations of the
indications in the beneficial shareholders
register.2.
    
    In the event that beneficial shareholders submit the notice in the
preceding paragraph, such notices shall be made through the Participant.
Provided, however, that no beneficial shareholder is required to submit any notice
through the Participant in case of a change only of his or her seal impression.
 CHAPTER VI
RE-ISSUANCE OF SHARE CERTIFICATES
  Article 21.1.
    
    In case of an application for
issuance of new share certificates
due to stock split or consolidation
of share certificates, a written
application form shall be submitted
together with the share certificate
concerned.2.
    
    No application shall be made for the issuance of share certificates
representing the shares constituting less than one unit due to sub-division or
consolidation of share certificates.
  Article 22.
    
    In case of an application for issuance
of new share certificates due to
defacement or mutilation of share
certificates, a written application
form shall be submitted together with
the related share certificates.
Provided, however, that if it is
difficult to ascertain the authenticity
of the share certificates, the
provisions of Chapter VII shall apply.
  Article 23.
    
    In the event that the column of the
shareholders names on a share
certificate is filled out, the Company
shall collect such share certificates
and shall issue a new share
certificate.
  Article 24.
    
    In the event that share certificates
representing the shares constituting
less than one unit are submitted for
the Registration of Transfer of Shares
and any combination of such
certificates could represent the number
of shares constituting one unit, such
certificates shall be combined into
share certificates representing shares
constituting one unit unless an
applicant for such
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Registration of Transfer of Shares otherwise specifically expresses his or her
intention.
 CHAPTER VII
REGISTRATION OF LOST SHARE CERTIFICATES
  Article 25.
    
    An applicant for the registration of
lost share certificates shall submit
a written application form together
with a document evidencing the fact
of the acquisition of share
certificates, a document evidencing
the fact of the loss of such share
certificates and an identification
document. Provided, however, that in
case of the applicant for the
registration of lost share
certificates is a nominee, only a
document evidencing the fact of the
loss of share certificates shall be
attached to a written application
form.
  Article 26.
    
    In the event that a registrant of
lost share certificates applies for
the cancellation of the registration
in the preceding paragraph, a written
application form shall be submitted.
  Article 27.
    
    In the event that a person who holds the share certificate that has been
registered as the lost share certificate applies for cancellation of the
registration, a written application form shall be submitted together with the
share certificate concerned and an identification document. Provided, however,
that in the event that a shareholder or a pledgee for registered shares applies
for cancellation of the registration, no submission of the identification
document shall be required.
 mutatis mutandis
 Article 28.
    
    In the event that a registrant of lost share certificates is not a shareholder or
a pledgee for registered shares, when altering the statement or record of the
register of lost share certificates, the provisions of Article 12 to Article 16
hereof shall apply mutatis mutandis.
 CHAPTER VIII
PURCHASE OF SHARES CONSTITUTING LESS THAN ONE UNIT
  Article 29.
    
    In the even that a shareholder who holds shares
constituting less than one unit requests the
Company to purchase such shares constituting less
than on unit, a
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written application form shall be submitted together with the share certificates
concerned to the place of business for handling shares or the forwarding offices
provided for in Article 2. Provided, however, that in case the share certificates
have not been issued, no submission thereof shall be required.
  Article 30.1.
    
    The purchase price per share constituting less than one
unit shall be the last sale price of the shares of the
Company reported by the Tokyo Stock Exchange on the day
on which the written application form and the share
certificates concerned have been received at the place
of business for handling shares or forwarding offices
provided for in Article 2. Provided, however, that in
case no trading is effected on that day or such day
falls on a holiday of such stock exchange, the purchase
price shall be the price at which the shares of the
Company are first traded on such stock exchange
subsequent thereto.2.
    
    The total purchase price shall be the amount equal to the purchase
price per share constituting less than one unit stated in the preceding paragraph
multiplied by the number of shares constituting less than one unit for which the
application for request of the purchase was made.
  Article 31.1.
    
    Unless otherwise determined by the Company, the purchase
price shall be paid to the applicant at the place where the
application for the purchase was received on the sixth (6)
business day immediately following the day on which the
purchase price in the preceding Article is determined.
Provided, however, that when such purchase prices cum right
for dividends on retained earnings or stock splits and the
like, the purchase price shall be paid on or prior to the
record date.2.
    
    The applicant for purchase of shares by the Company may require that
payment of the purchase price shall be made by remitting to the bank account or the
post office account designated by such applicant.3.
    
    At the time of remitting the purchase price, the handling fee provided
for in Article 38, paragraph 3 shall be deducted.
  Article 32.
    
    The shares constituting less than one unit for which an
application for the purchase by the Company has been made
shall be transferred to the Company on a day on which
payment of the purchase price or procedures for payment is
completed pursuant to the preceding Article.
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CHAPTER IX
ADDITIONAL PURCHASE OF SHARES
CONSTITUTING LESS THAN ONE UNIT
  Article 33.
    
    In the event that a shareholder or a beneficial
shareholder who holds shares constituting less than
one unit make an application to the Company to sell
such number of shares constituting less than one
unit which, if combined with the shares
constituting less than one unit already held by
such shareholder (hereinafter referred to as the
Application for the Additional Purchase), shall
constitute one unit of shares, a written form of
the Application for the Additional Purchase and the
share certificates concerned, together with an
estimated price of additional purchase, the details
of which are provided in the following Article,
shall be submitted to the place of business for
handling shares or forwarding offices provided for
in Article 2. Provided, however, that in case the
share certificates have not been issued, no
submission thereof shall be required.
  Article 34.1.
    
    The estimated price of additional purchase shall be
obtained by multiplying the last sale price of the
shares of the Company reported by the Tokyo Stock
Exchange on the day prior to the day on which the
documents relating to the Application for the
Additional Purchase stated in the preceding Article
have been received at the place of business for
handling shares or forwarding offices provided for
in Article 2 (if no trading is effected on that
day, it shall be the last sale price of the shares
of the Company which are traded on the Tokyo Stock
Exchange on the day immediately preceding such
date), by the number of the shares constituting
less than one unit for which an Application for the
Additional Purchase has been made, further
multiplied by 1.3. Any amount less than 1,000
Japanese yen arising out of the above calculation
shall be rounded upward to 1,000 Japanese yen.2.
    
    In case of an Application for the Additional Purchase in accordance with
the provisions of the preceding Article, if the estimated price of the Additional
Purchase is less than the amount provided for in the preceding paragraph, the Company
shall not accept such Application for the Additional Purchase.
  Article 35.
    
    In the event that the total of
several Applications for Additional
Purchase on the same day exceeds the
number of treasury stock of the
Company to be transferred (excluding
treasury stock held for a specified
purpose), all Applications for the
Additional Purchase made on that day
shall become null and void.
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Article 36.
    
    The Application for the Additional
Purchase shall take effect when the
documents relating to the Application
for the Additional Purchase provided
for in Article 29 and the estimated
price of the Additional Purchase
provided for in Article 30 reach the
place of business for handling shares
or forwarding offices provided for in
Article 2.
  Article 37.1.
    
    The Company shall suspend acceptance
of any Application for the Additional
Purchase from twelve (12) business
days prior to March 31 to March 31 of
each year, and from twelve (12)
business days prior to September 30
to September 30 of each year.2.
    
    Notwithstanding the foregoing paragraph, in addition to the
above-mentioned period, the Company may fix any period to suspend acceptance of any
Application for the Additional Purchase when it deems necessary.
  Article 38.1.
    
    The additional purchase price per share
constituting less than one unit shall be the last
sale price of the shares of the Company reported by
the Tokyo Stock Exchange on the effective date of
the Application for the Additional Purchase.
Provided, however, that in case no trading is
effected on that day or such day falls on a holiday
of such stock exchange, the additional purchase
price shall be the price at which the shares of the
Company are first traded on such stock exchange
subsequent thereto.2.
    
    The total additional purchase price shall be the amount equal to the
additional purchase price per share constituting less than one unit stated in the
preceding paragraph multiplied by the number of shares constituting less than one
unit for which the Application for the Additional Purchase was made.3.
    
    In the event that the estimated price of additional purchase provided for
in Article 34 is less than the total amount of the additional purchase price provided
for in the preceding paragraph and the handling fee provided for in Article 42
(hereinafter referred to the Additional Purchase Cost), the Company shall charge
such deficit to the shareholder who made an Application for the Additional Purchase.
In such case, if the deficit is not paid within five (5) business days from the day
immediately following the day on which it has been charged, the relevant Application
for the Additional Purchase shall be cancelled.
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Article 39.1.
    
    The Company shall receive the Additional Purchase Cost
out of the estimated price of the Additional Purchase
on any day within six (6) business days from the day
immediately following the day that the additional
purchase price is determined or the deficit as stated
in paragraph 3 of the preceding Article is paid, which
is designated by the Company. Provided, however, that
in case the additional purchase price is a price cum
rights such as rights to receive dividends on retained
earnings or make stock splits and the like, the
Additional Purchase Cost shall be received prior to
the record date or the allotment date.2.
    
    The Company shall repay any surplus amount obtained after deducting the
Additional Purchase Cost in the preceding paragraph from the estimated price of the
Additional Purchase by either remitting such amount to the bank account, or the cash
payment by postal transfer, which is designated by the shareholder who made an
Application for the Additional Purchase.
  Article 40.
    
    Treasury stock for which an Application for
the Additional Purchase has been made shall
be transferred to the shareholder who made
an Application for the Additional Purchase
on the day when the Selling Cost is fully
received pursuant to the preceding Article.
  Article 41.
    
    A share certificate shall be immediately
issued for the shares constituting one unit
as a result of an Application for the
Additional Purchase and delivered to the
shareholder who mad an Application for the
Additional Purchase.
 CHAPTER X
HANDLING FEES
  Article 42.
    
    Handling fees for handling of the shares of the Company shall be as follows:
 (1)
    
    In case of delivery of share certificates pursuant to Article 14
(Request for Delivery of Non-possessed Share Certificates) and Article 22
(Re-issuance of Share Certificates Due to Mutilation or Defacement):
  (2)
    
    In case of an application for the registration of lost share
certificates pursuant to Article 25 (Application for Registration of Lost Share
Certificates):
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(3)
    
    Handling fee for the application for request of the purchase of
Shares Constituting Less Than One Unit pursuant to Article 29 (Application
Method for Request of Purchase) and the Application for the Additional Purchase
pursuant to Article 33 (Application Method of Additional Purchase):
  Handling Fee for
Purchase of Shares Constituting Less Than One Unit
and Application for Additional Purchase of Shares Constituting Less Than One Unit
  
  Purchase/Sale price per unit
    
    Fee rateLess than
and including ¥1 million
    
    
    1.150
    %Over ¥1 million but less than and including ¥5 million
    
    
    0.900
    %Over ¥5 million but less than and including ¥10 million
    
    
    0.700
    %Over ¥10 million but less than and including ¥30 million
    
    
    0.575
    %Over ¥30 million but less than and including ¥50 million
    
    
    0.375
    %(Any amount less than ¥1 is to be disregarded.)
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