As filed with the Securities and Exchange Commission on March 19, 2007
                                                                Registration No.

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ________________________

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                             ________________________

                           KABUSHIKI KAISHA ADVANTEST
             (Exact name of Registrant as specified in its charter)

                              ADVANTEST CORPORATION
                 (Translation of Registrant's name into English)

            Japan                                       Not Applicable
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

                         Shin-Marunouchi Center Building
                                1-6-2 Marunouchi,
                           Chiyoda-ku, Tokyo 100-0005
                                      Japan
              (Address of Registrant's Principal Executive Offices)

           THE ADVANTEST CORPORATION INCENTIVE STOCK OPTION PLAN 2006
                            (Full title of the plan)
                            ________________________

                   Advantest America Corporation (Holding Co.)
                              3201 Scott Boulevard
                          Santa Clara, California 95054
                         Attention: Corporate Secretary
                                 (408) 988-7700
            (Name, address and telephone number of agent for service)

                                 With a copy to:

                                 Masahisa Ikeda
                               Shearman & Sterling
                             Fukoku Seimei Building
                            2-2 Uchisaiwaicho 2-chome
                           Chiyoda-ku, Tokyo 100-0011
                                      Japan
                                 81-3-5251-1601
================================================================================
<PAGE>

                         CALCULATION OF REGISTRATION FEE

 ===============================================================================
   Title of Securities to be  Amount to be  Proposed     Proposed    Amount of
          Registered           Registered    Maximum      Maximum   Registration
                                  (2)       Offering     Aggregate      Fee
                                            Price per    Offering
                                            Share (3)      Price
 -------------------------------------------------------------------------------
 Common Stock of Registrant(1)  348,000       $50.42    $17,546,160    $538.67
 ===============================================================================

(1)  Each share of the  Registrant's  common stock (the "Common Stock") issuable
     in the United  States  pursuant to the Rules of the  Advantest  Corporation
     Incentive  Stock Option Plan 2006 (the "Plan") will be  represented  by one
     (1) American Depositary Shares ("ADSs") on deposit with JPMorgan Chase Bank
     (formerly  known  as  Morgan  Guaranty  Trust  Company  of  New  York),  as
     depositary bank (the  "Depositary").  Each ADS will be evidenced by one (1)
     American   Depositary   Receipt  issued  by  the  Depositary.   A  separate
     Registration  Statement on Form F-6  (Registration No. 333-13886) was filed
     with the Securities and Exchange Commission (the "Commission") on September
     5, 2001 for the  registration  of ADSs  issuable  upon deposit of shares of
     Common Stock.

(2)  Pursuant to Rule 416(c) under the  Securities  Act of 1933, as amended (the
     "Securities Act"), there is also being registered such number of additional
     shares of Common Stock that may become  available  for  issuance  under the
     Plan in the event of certain  changes in the  outstanding  shares of Common
     Stock,    including    reorganizations,     mergers,     recapitalizations,
     restructurings,  stock  dividends,  stock splits,  reverse stock splits and
     reclassifications.

(3)  Pursuant to Rule 457(h) under the  Securities  Act,  the  Proposed  Maximum
     Offering Price Per Share and the Proposed Maximum Aggregate  Offering Price
     for the 348,000  shares of Common Stock  subject to  currently  outstanding
     options are based on the per share weighted  average  exercise price of the
     options.  The per share weighted  average  exercise price is 5,888 Yen. For
     purposes  of  calculating  the  filing  fee,  the  exercise  price has been
     converted to U.S.  Dollars using the noon buying rate in New York, New York
     for cable transfers in Yen as certified for customs purposes by the Federal
     Reserve Bank on March 16, 2007.


                                       2
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the information  specified in Part I, Items 1 and
2, will be delivered to  employees  in  accordance  with the "Note" to Part I of
Form S-8 and Rule 428 of the Securities Act.


                                       3
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following  documents filed with the Commission are  incorporated by
reference as of their  respective  dates into this  Registration  Statement  and
shall be deemed a part hereof:

         (i)      the  Registrant's  Annual  Report on Form 20-F  filed with the
                  Commission on June 28, 2006;

         (ii)     the  description  of the  American  Depository  Shares  of the
                  Registrant   contained   in  the   Registrant's   Registration
                  Statement on Form 20-F filed with the  Commission on September
                  4, 2001; and

         (iii)    all other reports filed by the Registrant  pursuant to Section
                  13(a) or  15(d) of the  Securities  Exchange  Act of 1934,  as
                  amended (the "Exchange Act") since March 31, 2006.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the Exchange  Act,  subsequent to the date of the filing
hereof  and  prior  to  the  filing  of  a  post-effective   amendment  to  this
Registration  Statement  which  indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

         Any  statement   contained  in  a  document   incorporated   or  deemed
incorporated by reference in this  Registration  Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement  contained herein or in any other  subsequently  filed document
which also is or is deemed to be  incorporated  by reference  herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


                                       4
<PAGE>


Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Advantest  Corporation has agreed to indemnify and hold KPMG AZSA & Co.
(KPMG) harmless  against and from any and all legal costs and expenses  incurred
by KPMG in successful defense of any legal action or proceeding that arises as a
result of KPMG's consent to the  incorporation  by reference of its audit report
on the Company's past  financial  statements  incorporated  by reference in this
registration statement.


                                       5
<PAGE>


Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Articles 330 of the Corporate Law of Japan (the  "Corporate  Law") make
the  provisions  of Section  10,  Chapter 2, Book III of the Civil Code of Japan
applicable to the  relationships  between the  Registrant  and its directors and
corporate auditors,  respectively.  Section 10, among other things,  provides in
effect that:

         (1)      Any  director  or  corporate  auditor of a company  may demand
                  advance payment of expenses which are considered necessary for
                  the  management  of the affairs of such  company  entrusted to
                  such director or corporate auditor;

         (2)      If a director or  corporate  auditor of a company has defrayed
                  any expenses which are considered necessary for the management
                  of the affairs of such company  entrusted to such  director or
                  corporate  auditor,  the  director  or  corporate  auditor may
                  demand  reimbursement  therefor and interest thereon after the
                  date of payment from the company;

         (3)      If a director or corporate  auditor has assumed an  obligation
                  necessary  for the  management  of affairs  entrusted  to such
                  director or  corporate  auditor,  the  director  or  corporate
                  auditor  may  require  the  company  to  perform  it  in  such
                  director's or corporate  auditor's place or, if it is not due,
                  to furnish adequate security; and

         (4)      If a director or corporate auditor,  without any fault on such
                  director's  or  corporate   auditor's  part,  sustains  damage
                  through  the  management  of the  affairs  entrusted  to  such
                  director or  corporate  auditor,  the  director  or  corporate
                  auditor may demand compensation therefor from the company.

         Under  Article  388 of the  Corporate  Law, a company  may not refuse a
demand from a corporate  auditor  referred to in  subparagraphs  (1) through (3)
above unless the company establishes that the relevant expense or obligation was
or is not necessary for the performance of the corporate auditor's duties.

         Pursuant  to  Article  426  of the  Corporate  Law  and  to the  extent
permitted by law and regulations, the Registrant may, by resolution of its board
of directors,  exempt the  liabilities  of its directors and corporate  auditors
(including  persons who have previously served as the Registrant's  directors or
corporate  auditors).  Pursuant to Article 427 of the Corporate Law,  Article 28
and 39 of the Registrant's  Article of Incorporation and to the extent permitted
by law and  regulations,  the  Registrant  may  conclude an  agreement  with its
outside  directors  and outside  corporate  auditors to limit the  liability for
damages of the Registrant caused by non-performance of their duties.


                                       6
<PAGE>


         The Registrant  maintains a directors'  insurance  policy to insure its
directors  and  corporate  auditors  against  liability for actions or omissions
occurring in their capacity as director or corporate auditor, subject to certain
exclusions and limitations.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         See Exhibit list on page 13 of this Registration Statement.

Item 9.  Undertakings.
         ------------

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment to this
                           Registration Statement:

                           (i)      To  include  any   prospectus   required  by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    this  Registration  Statement  (or the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  Registration
                                    Statement; and

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in this  Registration
                                    Statement  or any  material  change  to such
                                    information in this Registration Statement;

                           provided,  however,  that  paragraphs  (a)(1)(i)  and
                           (a)(1)(ii)  of  this  section  do  not  apply  if the
                           information   required  to  be  in  a  post-effective
                           amendment  by  those   paragraphs   is  contained  in
                           periodic  reports  filed  with  or  furnished  to the
                           Commission by the  Registrant  pursuant to Section 13
                           or 15(d) of the Exchange Act that are incorporated by
                           reference into this Registration Statement;

                  (2)      That,  for the purpose of  determining  any liability
                           under the  Securities  Act, each such  post-effective
                           amendment  shall be deemed  to be a new  registration
                           statement relating to the securities offered therein,
                           and the  offering  of such  securities  at that  time
                           shall be deemed to be the initial bona fide  offering
                           thereof; and


                                       7
<PAGE>


                  (3)      To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  which remain unsold at the termination of
                           the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.


                                       8
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Chiyoda-ku, Tokyo of Japan on this 19 day of March, 2007.


                              ADVANTEST CORPORATION


                              By: /s/ Hitoshi Owada
                                  ----------------------------------------------
                                  Name:  Hitoshi Owada
                                  Title: Director and Managing Executive Officer


                                       9
<PAGE>


                            SPECIAL POWER OF ATTORNEY

         KNOW  ALL  MEN  BY  THESE  PRESENTS,   that  each  of  the  undersigned
constitutes and appoints  Hitoshi Owada as his true and lawful  attorney-in-fact
and agent with full powers of substitution  and  resubstitution,  for him and in
his  name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and registration statements filed pursuant to Rule 462 under the Securities Act,
and to file the same with all exhibits thereto,  and all documents in connection
therewith,  with the Commission,  granting such attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises,  as fully and to all intents and
purposes as he might or could do in person,  hereby ratifying and confirming all
that such  attorney-in-fact  and agent  may  lawfully  do or cause to be done by
virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement  has been  signed  below by the  following  persons  in the  indicated
capacities on March 19, 2007.

Signature                      Capacity
---------                      --------

/s/ Shimpei Takeshita
----------------------------
Shimpei Takeshita              Chairman of the Board


/s/ Toshio Maruyama
----------------------------
Toshio Maruyama                President and CEO
                               (Principal Executive Officer)


/s/ Hiroshi Oura
----------------------------
Hiroshi Oura                   Director and Senior Executive Advisor


----------------------------
Naoyuki Akikusa                Director


----------------------------
Yasushige Hagio                Director


/s/ Junji Nishiura
----------------------------
Junji Nishiura                 Director and Senior Executive Officer


/s/ Hiroji Agata
----------------------------
Hiroji Agata                   Director and Senior Executive Officer


                                       10
<PAGE>


/s/ Takashi Tokuno
----------------------------
Takashi Tokuno                 Director and Senior Executive Officer


/s/ Hitoshi Owada
----------------------------
Hitoshi Owada                  Director and Managing Executive Officer
                               (Principal Financial Officer)


                                       11
<PAGE>

            SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the  undersigned,  the duly  authorized  representative  in the United States of
Advantest  Corporation  has signed  this  Registration  Statement  or  amendment
thereto in Santa Clara, California, on March 19, 2007.

                                     Advantest America Corporation (Holding Co.)


                                     By:  /s/ Keith Hardwick
                                          --------------------------------------
                                          Name:  Keith Hardwick
                                          Title: Corporate Secretary


                                       12
<PAGE>


                                  EXHIBIT INDEX


     Exhibit
      Number                          Description
      ------                          -----------

        4.1     Amended and Restated Articles of Incorporation of the Registrant
                (English  Translation)  (incorporated by reference herein to the
                Registrant's Report on Form 6-K (No.  001-15236),  filed October
                27, 2006).

        4.2     Regulations of the Board of Directors of the Registrant (English
                Translation)   (incorporated   by   reference   herein   to  the
                Registrant's Annual Report on Form 20-F (No.  001-15236),  filed
                June 28, 2006).

        4.3     Share   Handling   Regulations   of  the   Registrant   (English
                Translation)   (incorporated   by   reference   herein   to  the
                Registrant's Annual Report on Form 20-F (No.  001-15236),  filed
                June 28, 2006).

        4.4     Form of Deposit Agreement, dated as of September 14, 2001, among
                Advantest  Corporation,  JPMorgan Chase Bank (formerly  known as
                Morgan Guaranty Trust Company of New York),  as depositary,  and
                all holders  from time to time of American  Depositary  Receipts
                issued  thereunder,  including  the form of American  Depositary
                Receipt attached thereto as Exhibit A (incorporated by reference
                herein to Exhibit A to the Registrant's  Registration  Statement
                on Form F-6 (Registration No. 333-13886)).

        4.5*    Rules of the Advantest  Corporation  Incentive Stock Option Plan
                2006.

        5*      Opinion  of  Nishimura  & Partners  regarding  the  legality  of
                securities being offered hereby.

        23.1*   Consent of Ernst & Young ShinNihon

        23.2*   Consent of KPMG AZSA & Co.

        23.3*   Consent of Nishimura & Partners (contained in Exhibit 5).

        24*     Powers  of  Attorney   (included  on  signature   page  to  this
                Registration Statement).


----------
* Filed herewith.


                                       13
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{"company-data": {"conformed-name": "ADVANTEST CORP", "cik": "0001158838", "assigned-sic": "3663", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-141394", "film-number": "07702020"}, "business-address": {"street1": "SHIN-MARUNOUCHI CENTER BUILDING", "street2": "1-6-2 MARUNOUCHI,", "city": "CHIYODA-KU, TOKYO 100-0005", "state": "M0", "zip": "00000", "phone": "81-3-3214-7500"}, "mail-address": {"street1": "SHIN-MARUNOUCHI CENTER BUILDING", "street2": "1-6-2 MARUNOUCHI,", "city": "CHIYODA-KU, TOKYO 100-0005", "state": "M0", "zip": "00000"}}
As filed with the Securities and Exchange Commission on March 19, 2007
                                                                Registration No.

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ________________________

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                             ________________________

                           KABUSHIKI KAISHA ADVANTEST
             (Exact name of Registrant as specified in its charter)

                              ADVANTEST CORPORATION
                 (Translation of Registrant's name into English)

            Japan                                       Not Applicable
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

                         Shin-Marunouchi Center Building
                                1-6-2 Marunouchi,
                           Chiyoda-ku, Tokyo 100-0005
                                      Japan
              (Address of Registrant's Principal Executive Offices)

           THE ADVANTEST CORPORATION INCENTIVE STOCK OPTION PLAN 2006
                            (Full title of the plan)
                            ________________________

                   Advantest America Corporation (Holding Co.)
                              3201 Scott Boulevard
                          Santa Clara, California 95054
                         Attention: Corporate Secretary
                                 (408) 988-7700
            (Name, address and telephone number of agent for service)

                                 With a copy to:

                                 Masahisa Ikeda
                               Shearman & Sterling
                             Fukoku Seimei Building
                            2-2 Uchisaiwaicho 2-chome
                           Chiyoda-ku, Tokyo 100-0011
                                      Japan
                                 81-3-5251-1601
================================================================================
CALCULATION OF REGISTRATION FEE

 ===============================================================================
   Title of Securities to be  Amount to be  Proposed     Proposed    Amount of
          Registered           Registered    Maximum      Maximum   Registration
                                  (2)       Offering     Aggregate      Fee
                                            Price per    Offering
                                            Share (3)      Price
 -------------------------------------------------------------------------------
 Common Stock of Registrant(1)  348,000       $50.42    $17,546,160    $538.67
 ===============================================================================

(1)  Each share of the  Registrant's  common stock (the "Common Stock") issuable
     in the United  States  pursuant to the Rules of the  Advantest  Corporation
     Incentive  Stock Option Plan 2006 (the "Plan") will be  represented  by one
     (1) American Depositary Shares ("ADSs") on deposit with JPMorgan Chase Bank
     (formerly  known  as  Morgan  Guaranty  Trust  Company  of  New  York),  as
     depositary bank (the  "Depositary").  Each ADS will be evidenced by one (1)
     American   Depositary   Receipt  issued  by  the  Depositary.   A  separate
     Registration  Statement on Form F-6  (Registration No. 333-13886) was filed
     with the Securities and Exchange Commission (the "Commission") on September
     5, 2001 for the  registration  of ADSs  issuable  upon deposit of shares of
     Common Stock.

(2)  Pursuant to Rule 416(c) under the  Securities  Act of 1933, as amended (the
     "Securities Act"), there is also being registered such number of additional
     shares of Common Stock that may become  available  for  issuance  under the
     Plan in the event of certain  changes in the  outstanding  shares of Common
     Stock,    including    reorganizations,     mergers,     recapitalizations,
     restructurings,  stock  dividends,  stock splits,  reverse stock splits and
     reclassifications.

(3)  Pursuant to Rule 457(h) under the  Securities  Act,  the  Proposed  Maximum
     Offering Price Per Share and the Proposed Maximum Aggregate  Offering Price
     for the 348,000  shares of Common Stock  subject to  currently  outstanding
     options are based on the per share weighted  average  exercise price of the
     options.  The per share weighted  average  exercise price is 5,888 Yen. For
     purposes  of  calculating  the  filing  fee,  the  exercise  price has been
     converted to U.S.  Dollars using the noon buying rate in New York, New York
     for cable transfers in Yen as certified for customs purposes by the Federal
     Reserve Bank on March 16, 2007.

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the information  specified in Part I, Items 1 and
2, will be delivered to  employees  in  accordance  with the "Note" to Part I of
Form S-8 and Rule 428 of the Securities Act.

                                       3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following  documents filed with the Commission are  incorporated by
reference as of their  respective  dates into this  Registration  Statement  and
shall be deemed a part hereof:

         (i)      the  Registrant's  Annual  Report on Form 20-F  filed with the
                  Commission on June 28, 2006;

         (ii)     the  description  of the  American  Depository  Shares  of the
                  Registrant   contained   in  the   Registrant's   Registration
                  Statement on Form 20-F filed with the  Commission on September
                  4, 2001; and

         (iii)    all other reports filed by the Registrant  pursuant to Section
                  13(a) or  15(d) of the  Securities  Exchange  Act of 1934,  as
                  amended (the "Exchange Act") since March 31, 2006.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the Exchange  Act,  subsequent to the date of the filing
hereof  and  prior  to  the  filing  of  a  post-effective   amendment  to  this
Registration  Statement  which  indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

         Any  statement   contained  in  a  document   incorporated   or  deemed
incorporated by reference in this  Registration  Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement  contained herein or in any other  subsequently  filed document
which also is or is deemed to be  incorporated  by reference  herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

                                       4
Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Advantest  Corporation has agreed to indemnify and hold KPMG AZSA & Co.
(KPMG) harmless  against and from any and all legal costs and expenses  incurred
by KPMG in successful defense of any legal action or proceeding that arises as a
result of KPMG's consent to the  incorporation  by reference of its audit report
on the Company's past  financial  statements  incorporated  by reference in this
registration statement.

                                       5
Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Articles 330 of the Corporate Law of Japan (the  "Corporate  Law") make
the  provisions  of Section  10,  Chapter 2, Book III of the Civil Code of Japan
applicable to the  relationships  between the  Registrant  and its directors and
corporate auditors,  respectively.  Section 10, among other things,  provides in
effect that:

         (1)      Any  director  or  corporate  auditor of a company  may demand
                  advance payment of expenses which are considered necessary for
                  the  management  of the affairs of such  company  entrusted to
                  such director or corporate auditor;

         (2)      If a director or  corporate  auditor of a company has defrayed
                  any expenses which are considered necessary for the management
                  of the affairs of such company  entrusted to such  director or
                  corporate  auditor,  the  director  or  corporate  auditor may
                  demand  reimbursement  therefor and interest thereon after the
                  date of payment from the company;

         (3)      If a director or corporate  auditor has assumed an  obligation
                  necessary  for the  management  of affairs  entrusted  to such
                  director or  corporate  auditor,  the  director  or  corporate
                  auditor  may  require  the  company  to  perform  it  in  such
                  director's or corporate  auditor's place or, if it is not due,
                  to furnish adequate security; and

         (4)      If a director or corporate auditor,  without any fault on such
                  director's  or  corporate   auditor's  part,  sustains  damage
                  through  the  management  of the  affairs  entrusted  to  such
                  director or  corporate  auditor,  the  director  or  corporate
                  auditor may demand compensation therefor from the company.

         Under  Article  388 of the  Corporate  Law, a company  may not refuse a
demand from a corporate  auditor  referred to in  subparagraphs  (1) through (3)
above unless the company establishes that the relevant expense or obligation was
or is not necessary for the performance of the corporate auditor's duties.

         Pursuant  to  Article  426  of the  Corporate  Law  and  to the  extent
permitted by law and regulations, the Registrant may, by resolution of its board
of directors,  exempt the  liabilities  of its directors and corporate  auditors
(including  persons who have previously served as the Registrant's  directors or
corporate  auditors).  Pursuant to Article 427 of the Corporate Law,  Article 28
and 39 of the Registrant's  Article of Incorporation and to the extent permitted
by law and  regulations,  the  Registrant  may  conclude an  agreement  with its
outside  directors  and outside  corporate  auditors to limit the  liability for
damages of the Registrant caused by non-performance of their duties.

                                       6
The Registrant  maintains a directors'  insurance  policy to insure its
directors  and  corporate  auditors  against  liability for actions or omissions
occurring in their capacity as director or corporate auditor, subject to certain
exclusions and limitations.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         See Exhibit list on page 13 of this Registration Statement.

Item 9.  Undertakings.
         ------------

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment to this
                           Registration Statement:

                           (i)      To  include  any   prospectus   required  by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    this  Registration  Statement  (or the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set  forth in the  Registration
                                    Statement; and

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in this  Registration
                                    Statement  or any  material  change  to such
                                    information in this Registration Statement;

                           provided,  however,  that  paragraphs  (a)(1)(i)  and
                           (a)(1)(ii)  of  this  section  do  not  apply  if the
                           information   required  to  be  in  a  post-effective
                           amendment  by  those   paragraphs   is  contained  in
                           periodic  reports  filed  with  or  furnished  to the
                           Commission by the  Registrant  pursuant to Section 13
                           or 15(d) of the Exchange Act that are incorporated by
                           reference into this Registration Statement;

                  (2)      That,  for the purpose of  determining  any liability
                           under the  Securities  Act, each such  post-effective
                           amendment  shall be deemed  to be a new  registration
                           statement relating to the securities offered therein,
                           and the  offering  of such  securities  at that  time
                           shall be deemed to be the initial bona fide  offering
                           thereof; and

                                       7
(3)      To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  which remain unsold at the termination of
                           the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.

                                       8
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Chiyoda-ku, Tokyo of Japan on this 19 day of March, 2007.

                              ADVANTEST CORPORATION

                              By: /s/ Hitoshi Owada
                                  ----------------------------------------------
                                  Name:  Hitoshi Owada
                                  Title: Director and Managing Executive Officer

                                       9
SPECIAL POWER OF ATTORNEY

         KNOW  ALL  MEN  BY  THESE  PRESENTS,   that  each  of  the  undersigned
constitutes and appoints  Hitoshi Owada as his true and lawful  attorney-in-fact
and agent with full powers of substitution  and  resubstitution,  for him and in
his  name,  place  and  stead,  in any and all  capacities,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and registration statements filed pursuant to Rule 462 under the Securities Act,
and to file the same with all exhibits thereto,  and all documents in connection
therewith,  with the Commission,  granting such attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises,  as fully and to all intents and
purposes as he might or could do in person,  hereby ratifying and confirming all
that such  attorney-in-fact  and agent  may  lawfully  do or cause to be done by
virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement  has been  signed  below by the  following  persons  in the  indicated
capacities on March 19, 2007.

Signature                      Capacity
---------                      --------

/s/ Shimpei Takeshita
----------------------------
Shimpei Takeshita              Chairman of the Board

/s/ Toshio Maruyama
----------------------------
Toshio Maruyama                President and CEO
                               (Principal Executive Officer)

/s/ Hiroshi Oura
----------------------------
Hiroshi Oura                   Director and Senior Executive Advisor

----------------------------
Naoyuki Akikusa                Director

----------------------------
Yasushige Hagio                Director

/s/ Junji Nishiura
----------------------------
Junji Nishiura                 Director and Senior Executive Officer

/s/ Hiroji Agata
----------------------------
Hiroji Agata                   Director and Senior Executive Officer

                                       10
/s/ Takashi Tokuno
----------------------------
Takashi Tokuno                 Director and Senior Executive Officer

/s/ Hitoshi Owada
----------------------------
Hitoshi Owada                  Director and Managing Executive Officer
                               (Principal Financial Officer)

                                       11
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the  undersigned,  the duly  authorized  representative  in the United States of
Advantest  Corporation  has signed  this  Registration  Statement  or  amendment
thereto in Santa Clara, California, on March 19, 2007.

                                     Advantest America Corporation (Holding Co.)

                                     By:  /s/ Keith Hardwick
                                          --------------------------------------
                                          Name:  Keith Hardwick
                                          Title: Corporate Secretary

                                       12
EXHIBIT INDEX

     Exhibit
      Number                          Description
      ------                          -----------

        4.1     Amended and Restated Articles of Incorporation of the Registrant
                (English  Translation)  (incorporated by reference herein to the
                Registrant's Report on Form 6-K (No.  001-15236),  filed October
                27, 2006).

        4.2     Regulations of the Board of Directors of the Registrant (English
                Translation)   (incorporated   by   reference   herein   to  the
                Registrant's Annual Report on Form 20-F (No.  001-15236),  filed
                June 28, 2006).

        4.3     Share   Handling   Regulations   of  the   Registrant   (English
                Translation)   (incorporated   by   reference   herein   to  the
                Registrant's Annual Report on Form 20-F (No.  001-15236),  filed
                June 28, 2006).

        4.4     Form of Deposit Agreement, dated as of September 14, 2001, among
                Advantest  Corporation,  JPMorgan Chase Bank (formerly  known as
                Morgan Guaranty Trust Company of New York),  as depositary,  and
                all holders  from time to time of American  Depositary  Receipts
                issued  thereunder,  including  the form of American  Depositary
                Receipt attached thereto as Exhibit A (incorporated by reference
                herein to Exhibit A to the Registrant's  Registration  Statement
                on Form F-6 (Registration No. 333-13886)).

        4.5*    Rules of the Advantest  Corporation  Incentive Stock Option Plan
                2006.

        5*      Opinion  of  Nishimura  & Partners  regarding  the  legality  of
                securities being offered hereby.

        23.1*   Consent of Ernst & Young ShinNihon

        23.2*   Consent of KPMG AZSA & Co.

        23.3*   Consent of Nishimura & Partners (contained in Exhibit 5).

        24*     Powers  of  Attorney   (included  on  signature   page  to  this
                Registration Statement).

----------
* Filed herewith.

                                       13