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EXHIBIT 31.2


CERTIFICATIONS






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| | 1. I have reviewed this Amendment No. 1 to the Annual
    Report on Form 10-K/ A of Maxtor Corporation;                                                                                                                                                                                                                      
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| | 2. Based on my knowledge, this report does not contain any
    untrue statement of a material fact or omit to state a material
    fact necessary to make the statements made, in light of the
    circumstances under which such statements were made, not
    misleading with respect to the period covered by this report;
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| | 3. Based on my knowledge, the financial statements, and
    other financial information included in this report, fairly
    present in all material respects the financial condition,
    results of operations and cash flows of the registrant as of,
    and for, the periods presented in this report;                   
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| | 4. The registrants other certifying officer and I are
    responsible for establishing and maintaining disclosure controls
    and procedures (as defined in Exchange Act Rules 13a-15(e)
    and 15d-15(e)) for the registrant and have:                                                                                   



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| | (a) Designed such disclosure controls and procedures, or
    caused such disclosure controls and procedures to be designed
    under our supervision, to ensure that material information
    relating to the registrant, including its consolidated
    subsidiaries, is made known to us by others within those
    entities, particularly during the period in which this report is
    being prepared;         
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| | (b) Evaluated the effectiveness of the registrants
    disclosure controls and procedures and presented in this report
    our conclusions about the effectiveness of the disclosure
    controls and procedures, as of the end of the period covered by
    this report based on such evaluation; and                                                                                                            
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| | (c) Disclosed in this report any change in the
    registrants internal control over financial reporting that
    occurred during the registrants most recent fiscal quarter
    (the registrants fourth fiscal quarter in the case of an
    annual report) that has materially affected, or is reasonably
    likely to materially affect, the registrants internal
    control over financial reporting; and



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| | 5. The registrants other certifying officer and I
    have disclosed, based on our most recent evaluation of internal
    control over financial reporting, to the registrants
    auditors and the audit committee of the registrants board
    of directors (or persons performing the equivalent functions):



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| | (a) All significant deficiencies and material weaknesses in
    the design or operation of internal control over financial
    reporting which are reasonably likely to adversely affect the
    registrants ability to record, process, summarize and
    report financial information; and
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| | (b) Any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    registrants internal control over financial reporting.                                                                                                       



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| | /s/ Duston M. Williams                                       
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| | Duston M. Williams                                           
| | EXECUTIVE VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER