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 December, 2006

                         Commission File Number 1-15236

                              Advantest Corporation
                              ---------------------
                 (Translation of Registrant's Name Into English)

                         Shin Marunouchi Center Building
                         -------------------------------
                                1-6-2, Marunouchi
                                -----------------
                                   Chiyoda-ku
                                   ----------
                                 Tokyo 100-0005
                                 --------------
                                      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 if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):
                                                    ----------------

         Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):
                                                    ----------------

         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):
                                             ----------------



Material Contained in this Report:


     1.  English translation of a press release dated December 4, 2006, relating
         to Advantest Corporation's decision with respect to the subscription
         price of stock options issued to employees of its overseas
         subsidiaries.







                                   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:  December 4, 2006