Post-effective Amendment to an S-8 Filing (s-8 Pos)

Registration No. 333-169624

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

POST-EFFECTIVE AMENDMENT NO. 1

TO 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 (State or other jurisdiction of incorporation or organization)		Not Applicable (I.R.S. Employer Identification Number)
	Shin-Marunouchi Center Building 1-6-2 Marunouchi, Chiyoda-ku, Tokyo 100-0005 Japan

(Address of Principal Executive Offices)

THE ADVANTEST CORPORATION INCENTIVE STOCK OPTION PLAN 2010

(Full title of the plan)

_______________

Advantest America, Inc.

3061 Zanker Road

San Jose, California 95134

Attention: Corporate Secretary

(408) 456-3600

(Name, address and telephone number of agent for service)

With a copy to:

Masahisa Ikeda

Shearman & Sterling LLP

Fukoku Seimei Building

2-2 Uchisaiwaicho 2-chome

Chiyoda-ku, Tokyo 100-0011

Japan

81-3-5251-1601

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x	Accelerated filer o
Non - accelerated filer o	Smaller reporting company o

Explanatory Note

Advantest Corporation (the “Registrant”) is hereby filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-169624), filed on September 29, 2010 (the “Registration Statement”) to deregister any securities that were registered pursuant to the Registration Statement and remaining unissued.

The Registration Statement registered 30,000 shares of the Registrant’s common stock (“Shares”), issuable under the Advantest Corporation Incentive Stock Option Plan 2010 (the “2010 Plan”).

The Registration Statement is hereby amended to deregister all Shares remaining unissued under the 2010 Plan as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Chiyoda-ku, Tokyo of Japan on April 22, 2016.