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