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                                                               Exhibit 10.164

                      DEBT PAYMENT AND STOCK PURCHASE AGREEMENT

     THIS DEBT PAYMENT AND STOCK PURCHASE AGREEMENT (the "Agreement") is made 
as of this 12th day of December, 1997, by and between Maxtor Corporation, a 
Delaware corporation  ("Maxtor"), and Hyundai Electronics America, a 
California corporation ("HEA").
                                       
                                I.  RECITALS
                                          
     1.1  Maxtor is indebted to HEA in the principal sum of Two Hundred Sixty 
Five Million ($265,000,000) ("Total Principal"), and HEA is willing to 
consider $200,000,000 ("Partial  Principal") as paid in full as of September 1,
1997 ("Payment Date") in exchange for issuance to HEA of Maxtor stock;

     1.2  HEA is willing to consider the Total Principal to have been reduced 
by the Partial Principal amount as of the Payment Date and that interest on 
such Partial Principal amount to have ceased accruing thereafter.

     1.3  Maxtor is authorized to issue up to 95,000,000 shares of Series A 
Preferred Stock, par value $.01 (the "Series A Preferred Stock"), having the 
rights and preferences set forth in Maxtor's Amended and Restated Certificate 
of Incorporation;

     1.4  Prior to the stock issuance contemplated herein, HEA owns 
58,208,955 shares of Series A Preferred Stock, constituting all of the shares 
of Maxtor Corporation Series A Preferred Stock issued and outstanding;

     1.5  Maxtor and HEA now desire to enter into a stock purchase 
arrangement pursuant  to which the Partial Principal amount shall be 
considered to be paid in full as of the Payment Date in exchange for newly 
issued shares of Maxtor's Series A Preferred Stock (the "New Shares"), as 
described below.

     NOW, THEREFORE, in consideration of the mutual agreements herein, the 
parties hereto agree as follows:
                                       
                               II.  AGREEMENT
                                       
     2.1  PAYMENT OF PARTIAL PRINCIPAL AND DELIVERY OF SHARES.  At the 
Closing provided for in Section 2.2 hereof, Maxtor shall deliver to HEA a 
certificate evidencing the New Shares.

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     2.2  CLOSING.

          (a)  Maxtor's delivery of the New Shares (the "Closing") shall 
occur at the offices of HEA, at 10:00 a.m. on December 12, 1997, or such 
other time and place as is mutually agreed upon (the "Closing Date").

          (b)  At the Closing:

               (i)  Maxtor will deliver to HEA as payment in full of the 
Partial Principal amount a stock certificate representing 29,850,746 shares 
of Maxtor's Series A Preferred Stock registered in the name of Hyundai 
Electronics America; and

               (ii) Upon delivery of the the New Shares, the Partial 
Principal shall be considered to have been paid in full as of the Payment 
Date.

     2.3   MAXTOR'S REPRESENTATIONS AND WARRANTIES.  Maxtor hereby represents 
and warrants to HEA, regarding the issuance and sale of the New Shares 
pursuant to this Agreement, that:

          (a)  Maxtor has all requisite power and authority, including that 
required by law and Maxtor's Amended and Restated Certificate of 
Incorporation and Bylaws, to issue and sell the New Shares; and

          (b)  The New Shares are free and clear of all liens, encumbrances, 
charges and assessments, and are subject to no restrictions with respect to 
transferability other than in compliance with applicable securities laws.

     2.4  HEA'S REPRESENTATIONS AND WARRANTIES.  HEA hereby represents and 
warrants to Maxtor that HEA has all requisite legal power to enter into this 
Agreement and to carry out and perform its obligations under the terms of 
this Agreement.

     2.5  MISCELLANEOUS.

          (a)  SUCCESSORS.  This Agreement shall inure to the benefit of and 
be binding upon the heirs, executors, administrators and assigns of the 
parties hereto.

          (b)  FURTHER DOCUMENTS.  Each party hereto agrees to execute and 
deliver any and all documents necessary to make effective the terms and 
provisions of this Agreement.

          (c)  ENTIRE AGREEMENT.  This Agreement contains the entire 
under-standing of the parties and shall not be amended except by a written 
instrument hereafter signed by each of the parties hereto.

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          (d)  COUNTERPARTS.  This Agreement may be executed in counterparts, 
each of which shall be an original and all of which, together, shall 
constitute one instrument.

          (e)  SEVERABILITY.  If a court of competent jurisdiction holds any 
portion of this Agreement to conflict with any federal, state or local law, 
such portion is hereby declared null and void in such jurisdiction, and this 
Agreement shall otherwise remain in full force and effect and be construed as 
if such portion had never been included herein.

          (f)  WAIVER, DELAY.  The waiver of a breach or default, or any 
delay in exercising any rights under this Agreement shall not constitute a 
waiver of any subsequent breach or default.

          (g)  GOVERNING LAW.  This Agreement shall be governed by the laws 
of the State of California.

     
     IN WITNESS WHEREOF, each of the parties hereto has executed and 
delivered this Agreement as of the date first above written.

                              MAXTOR CORPORATION


                              By: /s/ Raja Venatesh
                                  -----------------
                                  
                                   
                              Title: Corporate Treasurer
                                     -------------------


                              HYUNDAI ELECTRONICS AMERICA


                              By: /s/ T.J. Thomas
                                 --------------------
                                
                              Title: Vice President Finance &
                                     Chief Financial Officer

                                       3

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------------------------------------------------------------------------------
NUMBER                         A Delaware Corporation                   SHARES
------------------------------------------------------------------------------
------------------------------------------------------------------------------
PS-A0002                        Maxtor Corporation                  29,850,746
------------------------------------------------------------------------------
                   Authorized Common Stock, 110,000,000 Shares
                  Authorized Preferred Stock, 95,000,000 Shares
             Authorized Series A Preferred Stock, 95,000,000 Shares


This Certifies that Hyundai Electronics America is the record holder of 
Twenty-Nine Million Eight Hundred Fifty Thousand Seven Hundred Forty-Six 
Shares of Series A Preferred Stock of Maxtor Corporation transferable only on 
the share register of the Corporation, in person or by duly authorized 
Attorney, upon surrender of this Certificate properly endorsed or assigned.

This Certificate and the shares represented hereby are issued and shall be 
held subject to all the provisions of the Articles of Incorporation and the 
By-Laws of the Corporation and any amendments thereof, to all of which the 
holder of this Certificate, by acceptance hereof, assents.

See reverse of this certificate for information on how to obtain a statement 
of the rights, preferences, privileges and restrictions of each class or 
series of shares.


Witness the Seal of the Corporation and the signatures of its duly authorized 
officers this First  day of December, A.D., 1997.

/s/ Glenn H. Stevens                              /s/ Michael R. Cannon
--------------------------------                  ----------------------------
Secretary                                                            President

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For Value Received, _____________________hereby sell, assign and transfer unto

______________________________________________________________________________

________________________________________________________________________Shares

represented by the within Certificate, and do hereby irrevocably constitute 

and appoint _________________________________________________Attorney

to transfer the shares on the share register of the within named Corporation 

with full power of substitution in the premises.

In presence of ______________________________________________________________

_________________________________________________Dated_______________________

NOTICE:  The Signature of this assignment must correspond with the name as 
         written upon the face of this Certificate, in every particular, 
         without alteration or enlargement, of any change whatever.


THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER 
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, 
ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT 
UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH 
RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE 
HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING 
THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE 
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

STOCKHOLDERS MAY OBTAIN, UPON REQUEST AND WITHOUT CHARGE, A STATEMENT OF THE 
POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR 
OTHER SPECIAL RIGHTS, GRANTED TO OR IMPOSED UPON EACH CLASS OR SERIES OF 
SHARES AUTHORIZED TO BE ISSUED AND UPON THE HOLDERS THEREOF FROM THE 
PRINCIPAL OFFICE OF THE CORPORATION.