FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of May, 2004 Commission File Number 1-15236 Advantest Corporation (Translation of Registrant's Name Into English) Shinjuku-NS Building 4-1 Nishi-Shinjuku 2-chome Shinjuku-ku Tokyo 163-0880 Japan (Address of Principal Executive Offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F X Form 40-F --- --- Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X --- --- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): ______________ Materials Contained in this Report: 1. English translation of a press release dated May 28, 2004 relating to the resolutions of the Board of Directors to propose the authorization to issue stock acquisition rights at the 62nd ordinary general meeting of shareholders. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Advantest Corporation By: /s/ Hitoshi Owada ------------------------------------ Name: Hitoshi Owada Title: Director and Managing Executive Officer Date: May 28, 2004