88
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 10-K
(Mark one)
{ }Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended
or
{X}Transition  Report Pursuant to Section  13  or  15(d)  of  the
Securities Exchange Act of 1934
For  the transition period from    ____March 31, 1996____________
to        December 28, 1996_____________

Commission file Number:  0-14016

                         Maxtor Corporation
     (Exact name of registrant as specified in its charter)

                    Delaware                      77-0123732
   (State or other jurisdiction of incorporation or organization)
(I.R.S. Employer
Identification No.)

           510 Cottonwood Drive, Milpitas, CA              95035
          (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code:(408) 432-1700

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
5-3/4% Convertible Subordinated Debentures, due March 1, 2012

Indicate  by checkmark whether the registrant (1) has  filed  all
reports  required  to be filed by Section 13 or  15  (d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements       for       the       past       90        days.
Yes   X        No ____

Indicate by checkmark if disclosure of delinquent filers pursuant
to  Item 405 of Regulation S-K is not contained herein, and  will
not  be  contained,  to  the best of registrant's  knowledge,  in
definitive  proxy  or  information  statements  incorporated   by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K.     _____

As of March 1, 1997, 58,208,955 shares of the registrant's Series
A  Preferred  Stock,  $.01  par  value,  and  no  shares  of  the
registrant's  Common  Stock,  $.01 par  value,  were  issued  and
outstanding,  respectively.   As  of  such  date,  none  of   the
outstanding  shares of Series A Preferred Stock or  Common  Stock
were held by persons other than the parent of the registrant, and
there was no public market for the Company's equity securities.

This  Annual Report on Form 10-K contains 78 pages of which  this
is number 1.  The Index to Exhibits begins on page 53.



                             PART I


Item 1.  BUSINESS

This report includes forward-looking statements which reflect the
Company's  current  views  with  respect  to  future  events  and
financial  performance.   These  forward-looking  statements  are
subject  to  certain  risks  and uncertainties,  including  those
discussed  in  Item  1.  Business,  "Products",  "Marketing   and
Customers",   "Manufacturing  and   Suppliers",   "Research   and
Development", and Competition"; Item 7. Management's  Discussions
and  Analysis  of Financial Condition and Results of  Operations,
"Results  of  Operations" and "Liquidity and Capital  Resources";
and elsewhere in this report, that could cause actual results  to
differ  materially from historical results or those  anticipated.
In  this  report, the words "anticipates," "believes," "expects,"
"intends,"  "future"  and similar expressions  identify  forward-
looking  statements.  Readers are cautioned not  to  place  undue
reliance on these forward-looking statements, which speak only as
of the date hereof.


GENERAL

Maxtor Corporation (Maxtor or the Company) was organized in  1982
and  is  incorporated in the state of Delaware.  Maxtor develops,
manufactures  and  markets hard disk drive storage  products  for
personal  computer systems.  Products range from  3.5-inch  ATA-3
desktop  storage products in capacities up to 5.1 gigabytes  (GB)
to  2.5-inch ATA-3 mobile storage products in capacities  of  1.0
and 1.3 GB.

The   Company   operates  in  one  industry  segment  developing,
manufacturing and marketing hard disk drive products to customers
who  sell  their  products  in  the personal  computer  industry.
Products  are  designed for desktop and notebook applications  to
meet   both   value  and  high-performance  needs  of  customers.
Customers   include  original  equipment  manufacturers   (OEMs),
distributors,  and  national  retailers.  Additionally,   several
smaller  retailers and value-added resellers (VARs) carry  Maxtor
products  purchased  through Maxtor's distribution  network.  The
Company relies on suppliers for components including heads, media
(disks) and custom integrated circuits.  Although printed circuit
board  assemblies and head stack assemblies are outsourced,  head
disk  assemblies are completed by the Company.  All the Company's
products are manufactured by Maxtor at its manufacturing facility
in  Singapore  and sold world-wide in North America,  Europe  and
Asia.


RECENT DEVELOPMENTS

In  January 1996, the Company became a wholly owned subsidiary of
Hyundai  Electronics  America  (HEA).   As  of  the  acquisition,
trading of Maxtor common stock on the NASDAQ National Market  was
suspended. Currently, there is no public market for the Company's
equity securities.  The Company's 5-3/4% Convertible Subordinated
Debentures, due March 1, 2012, remain publicly traded.

In  May  1996, the Company entered into an agreement  to  sell  a
majority  interest in International Manufacturing Services,  Inc.
(IMS) to certain IMS management and other investors (Buyer).   At
completion of the transaction in June 1996, the Company  received
$25  million  in  cash  and $20 million in notes  from  IMS,  and
retained  a  23.5% ownership interest in IMS.  IMS  supplies  the
Company  with  printed  circuit  board  assemblies  (PCBA),  sub-
assemblies  and  fully  integrated  box-build  products  under  a
manufacturing services agreement.

In  May 1995, the Company entered into a definitive manufacturing
agreement  with  Hyundai Electronics Industries Company,  Limited
(HEI).  Under the terms of the agreement, HEI manufactured Maxtor-
designed hard disk drives for the Company at a site in Korea.  In
October  1996,  the  manufacturing  agreement  was  canceled  and
production  at  the Korean manufacturing site was transferred  to
Maxtor's manufacturing facilities in Singapore.  As part  of  the
transfer,  Maxtor  purchased  $4.3 million  in  inventories.   In
addition,  Maxtor  purchased approximately $14 million  of  HEI's
manufacturing equipment, with the purchase price payable one year
from  invoice date.  The equipment was invoiced over  the  period
from  November  1996 through February 1997.  HEI  will  bear  all
other costs associated with the shut down of production in Korea.


PRODUCTS

Hard Disk Drive (HDD) Technology

A  HDD  is a magnetic data storage device that reads, writes  and
stores  digital  data.  The main components  are  the  head  disk
assembly  (HDA)  and  PCBA.   The HDA includes  the  head,  media
(disks),  head positioning mechanism (actuator) and  spin  motor.
The  PCBA  includes  custom  integrated  circuits,  an  interface
connector  to  the  main  computer and a  power  connector.   The
components are contained in a hard base plate protective  package
in   a   contamination-free  environment.   HDDs  are  more  cost
effective than a computer's random access memory because HDDs can
hold  a  substantially higher volume of data at a lower cost  per
megabyte.  Additionally, HDDs continue to store and retrieve data
faster  than  other  storage devices such as optical,  floppy  or
magnetic tape.

The   basic  operation  of  a  HDD  has  not  changed  since  its
introduction in the 1950's.  One or more disks (one to  four  for
Maxtor products) are positioned around a spindle hub that rotates
the disks by the spin motor.  Disks are made of a smooth aluminum
or  glass  substrate to which a thin coating of magnetic material
(thin  film) has been applied.  Each disk has a slider  suspended
directly above it, holding an electromagnetic device (head)  that
can  read  or write data to the disk while the disk  spins.   The
head  flies over the disk on a thin layer of air.  A key  measure
in the HDD industry is areal density.  Areal density is a measure
of  stored bits per square inch on the recording surface  of  the
disk.   An increase in areal density provides for greater storage
capacity  from the drive without increasing the number  of  heads
and  disks, allowing companies to deliver higher capacity devices
at  lower  costs.  To achieve ever higher areal densities,  every
successive  generation  of drives uses a combination  of  smaller
heads,  improved  head  positioning  (servo  mechanisms),   lower
"flying heights" and other new technologies.

The  HDD's integrated circuits include a controller and  a  drive
interface.   The drive interface "talks" to the user's  computer,
receiving instructions, while the controller directs the flow  of
data  to  and  from the disks, and controls the movement  of  the
heads.   The location of data is logically maintained in  tracks,
divided  into  sectors, on each disk.  The user's computer  sends
instructions  to read or write data on the disks based  on  track
and  sector  locations.  In order to "speak"  the  same  language
between   the  HDD  and  the  main  computer,  industry  standard
interfaces   are  utilized.   Maxtor  utilizes   ANSI   ATA   (AT
Attachment) series of standards for all its products.

Maxtor   has  continually  designed  and  implemented   new   HDD
technologies, especially related to heads and disks, in order  to
optimize  performance, reliability, durability and areal density.
Performance  is  generally  measured  by  average  seek  time  in
milliseconds (ms) to position the head over a selected track, the
data transfer rate in megabytes per second, and the spindle speed
in  rotations  per  minute (rpm).  Reliability measures  expected
life  of  the  HDD.  Durability relates to the  HDDs  ability  to
withstand  changing temperatures, humidity, altitudes,  vibration
and  shock.   Physical size is measured by standard form  factors
(or  package  size)  in inches, which is important  to  OEMs  who
require  compact components for their personal computer products.
The  optimization  of  these  metrics  have  resulted  in  higher
capacity products at lower costs.

The  industry  has been consistently driven by increased  storage
needs  caused by the increasing size and complexity  of  software
applications.   The  result has been short product  life  cycles,
ranging  from  six to 12 months, which is reflected  in  Maxtor's
products as described below.

Desktop Computer Products

The  7000  Series of 3.5-inch HDDs have addressed the demand  for
desktop  disk  drives  for over seven  years.   Built  on  proven
technology  platforms,  more  than 27  million  units  have  been
shipped to date.  In the third quarter of fiscal year ended March
30,  1996,  the  Company  began  volume  shipments  of  the  last
extension  to  its  7000 Series.  Products  include  the  1.3  GB
71336AP/A, 1.6 GB 71670AP/A and the 2.0 GB 72004AP/A.  The drives
incorporate   ATA/IDE  interfaces  and  the  same   technological
advances developed in the Company's previous generation  of  7000
Series drives.  With the 72004AP/A, Maxtor became the first  disk
drive  manufacturer to announce volume shipments  of  a  2.0  GB,
three  platter, 3.5 inch drive. With the introduction of its  new
products,  the  Company began to phase out  the  7000  Series  of
products with expected completion by the end of the first quarter
of 1997.

In   September   1996,  the  Company  introduced   its   3.5-inch
CrystalMax  family  of HDDs, a follow-on to Maxtor's  successful
7000 Series.  Capacities range from 875 MB on one disk to 3.5  GB
on  four  disks, meeting the increasing demand for data  storage.
Volume shipments commenced in the fourth calendar quarter of 1996
for the 1.7 GB 81750A, 2.6 GB 82625A, and 3.5 GB 83500A products.
The  CrystalMax family has thin film media with inductive  heads,
Enhanced  IDE interface and host transfer rates of 16.67  MB  per
second.  The CrystalMax family also has fast ATA-3 interfaces,  a
sub-12  ms  seek time, 4,480 rpm spindle speed and contains  128K
cache.  The CrystalMax family features a custom on-the-fly  Error
Correction Code logic capable of correcting multiple error bursts
without  performance loss.  All products are compliant  with  the
Self-Monitoring,  Analysis and Reporting Technology  (S.M.A.R.T.)
specification.   DiamondMax products have low  power  consumption
and ATA power saving commands that support EPA Energy Star "Green
PC"  standards.  CrystalMax products offer end users reliability,
advanced technology performance and affordability.

In  October  1996,  the  Company  announced  its  3.5-inch,  high
performance DiamondMax family of HDDs for the desktop.   Product
offerings will be 2.5 GB 82560A, 3.8 GB 83840A and 5.1 GB 85120A,
providing  1.28  GB of storage space per disk.  Volume  shipments
commenced on the 5.1 GB in the fourth calendar quarter  of  1996.
Maxtor incorporated a new high-reliability four-disk HDA, Formula
4,  and  digital signal processor (DSP) technology in the  HDD's
design.   The  DSP  technology combines the processor  and  drive
interface  circuits  onto  one  chip.   Both  technologies   have
increased  the  inherent reliability of  the  drive.   Mean  time
between failure is greater than 500,000 hours compared to greater
than 300,000 hours for Maxtor's previous product families.

The  DiamondMax  family is Maxtor's first  to  use  MR  (magneto-
resistive)  heads and PRML (Partial Response Maximum  Likelihood)
read channels.  MR heads provide more signal than older inductive
head  technologies at today's high densities.  PRML read channels
further   improve  the  usability  of  small  data  signals   and
contribute to the product's fast internal data transfer rate of 8
to  13  MB  per  second.  The DiamondMax family  has  ANSI  ATA-3
Enhanced  IDE  interface, host transfer rates  of  16.67  MB  per
second,  less than 10 ms seek time, 5,400 rpm spindle  speed  and
contains  256K  cache. Like the CrystalMax family,  these  drives
also  feature the custom on-the-fly Error Correction Code  logic,
are  compliant with the S.M.A.R.T. specification, have low  power
consumption  and  ATA power saving commands supporting  Green  PC
standards.The  DiamondMax  family of products  are  designed  for
power  users  who  require high capacity and maximum  performance
from a HDD.

In  February 1997, Maxtor announced its CrystalMax 1080 series of
hard  drives, in capacities of 2.1 GB 82100A, 3.2 GB  83201A  and
4.3 GB 84320A.  Crystal Max 1080 products utilize thin film media
with  inductive  heads  and the DSP-based architecture  from  the
DiamondMax series, resulting in increased areal density of  1,080
MB  per  disk.  Seek time also improved at sub-11 ms  and  buffer
size  is  increased to 256K cache.  This family offers users  all
the  benefits  of  the initial CrystalMax series with  additional
performance.   Volume shipments commenced in the  first  calendar
quarter 1997.

The  DiamondMax and CrystalMax series of drives share the  common
Formula 4 HDA. This not only allows for improved performance  and
reliability, it affords the Company improved production economies
by building on a common, advanced platform.

Portable Computer Products

In June 1996, the Company announced its MobileMax  family of high-
capacity  2.5-inch disk drives for the portable computer  market.
These  drives  meet  the increasing storage requirements  of  the
notebook and sub-notebook computer market.  The Company commenced
shipment  of  this  family of products  in  the  second  calendar
quarter  of  1996.   Due  to current market  conditions  and  the
Company's financial resources, the Company plans to focus on  its
desktop products.

Impact of Industry Characteristics on the Company's Products

As  with  all companies in the disk drive industry, the Company's
financial results continue to be heavily dependent on the success
of  its products.  Competitive areal densities are continuing  to
increase  dramatically.  Several larger competitors have  already
focused   their   desktop  drive  products  on   MR   technology.
Currently,  the  Company believes this more  aggressive  MR-based
areal  density  curve is dictating the capacities  of  choice  at
major   OEM   accounts.   Additionally,  the   Company   believes
alternative head technologies are lagging behind the MR curve  by
four  to six months.  The Company's reliance on alternative  head
technologies  will not allow it to capture key customer  accounts
which  is  critical  to the Company's success.   Because  of  the
factors  discussed above, the Company's strategy in 1997  forward
is  centered on introducing desktop products which incorporate MR
technology and are increasingly less expensive to manufacture.

Data  storage manufacturers continually strive for larger storage
capacities,  higher  performance and lower cost.   Short  product
life cycles also increase the importance of the Company's ability
to successfully manage product transitions.  During calendar year
1996,   the   Company   successfully  managed   certain   product
transitions.    However,  certain  new  products  introduced   by
competitors, as well as those introduced by the Company, tend  to
displace  older  products.   The  failure  to  adequately  manage
product   transitions  could  result  in  the  loss   of   market
opportunities, decreased sales of existing products, cancellation
of  products  or product lines, the accumulation of obsolete  and
excess  inventory, and unanticipated charges related to  obsolete
capital  equipment.  The Company's ability to  anticipate  market
trends  and  to successfully develop, manufacture in  volume  and
sell  new  products  in a timely manner and  at  favorable  gross
margins will be important factors affecting the Company's  future
results.


MARKETING AND CUSTOMERS

The Company markets its products through a direct sales force  to
OEMs  ,  distributors and certain key retailers in  the  personal
computer (PC) industry.  Sales offices are located throughout the
U.S.,   and  in  Germany,  Hong  Kong,  Great  Britain,   France,
Singapore,  Taiwan,  South Korea, Australia  and  Japan.   Market
demand  for  the Company's products generally follows the  annual
demand  cycles  experienced in the PC industry,  which  typically
rise  during  the  late summer and fall months, peak  during  the
winter months and drop off in the spring and early summer months.
However,  market demand is highly volatile and there  can  be  no
assurances  that  future  demand cycles  will  follow  historical
trends.

OEMs

Sales  to  the  OEM channel are critical to the success  of  disk
drive industry participants because a majority of industry's HDDs
are  sold  to the OEM channel.  OEM customers select HDD  vendors
seasonally   based  on  the  price,  capacity   and   operational
specifications  required for their PC product  lines.   Once  the
vendor's  HDD  is  qualified,  the OEM  will  generally  purchase
quantities  in large blocks for the life of that PC product.   An
OEM  will  usually qualify several HDD vendors to ensure adequate
supply.  In order to be chosen as a qualified vendor, the Company
must  be  able to provide high quality, low cost products  within
the  OEM's  requested  timeframes.   Time-to-market  and  product
quality  are  essential  to  securing  and  maintaining  the  OEM
relationship.  If a qualification opportunity is missed, the  HDD
manufacturer may not have another opportunity to do business with
the OEM until the next generation of HDD products are available.

The Company generally negotiates pricing, volume discounts, order
lead  times,  product support requirements and  other  terms  and
conditions  prior  to receiving the OEM's first  purchase  order.
Terms  generally  range from six months to two years.   Shipments
are   not  scheduled  until  purchase  orders  are  received  and
cancellation  of  purchase orders may occur  without  significant
penalty.    Historically,  the  Company   has   experienced   de-
commitments  for orders, which had a material adverse  impact  on
the financial results of the Company.

The  PC industry exhibits volatile business conditions, generally
related to market share and price competition.  In addition,  the
industry   has  had  a  trend  toward  consolidation   among   PC
manufacturers,    Accordingly,   maintaining   long-term   vendor
relationships  with OEMs can be difficult.  The Company  believes
that its success depends on its ability to develop excellent  OEM
customer relationships and provide products that fit the needs of
the  OEM channel. OEMs accounted for 52% of the Company's revenue
for  the nine months ended December 28, 1996, and 61% and 50%  of
revenue  for the fiscal years ended March 30, 1996 and March  25,
1995, respectively.

Distributors

The  Company  is  also  dependent upon sales  to  the  commercial
distribution  channel.  Its distributors are  located  worldwide,
and  generally market the Company's products to VARs (value-added
resellers),   dealers,   smaller  retailers   and   small   OEMs.
Distributors  generally enter into non-exclusive agreements  with
the Company for purchase and redistribution of product on a quick
turnover  basis.   Purchase orders are placed and  revised  on  a
weekly basis.  Distributors have limited rights to return product
on   a   rotation  basis.   Distributors  (including   retailers)
accounted  for 48% of revenue for the nine months ended  December
28,  1996, and 39% and 50% of revenue for the fiscal years  ended
March 30, 1996 and March 25, 1995, respectively.

Because    distributors   are   constrained   by   low   overhead
requirements, providing competitive pricing and sales  incentives
are   key   to  selling  product  through  distribution.    Price
protection and sales incentive programs are the industry's method
of  quickly  effecting price corrections  in  the  channel.   The
industry  has and continues to experience volatile price  erosion
in  the distribution channel.  The Company believes price erosion
is  inherent with each product capacity point introduced  to  the
market.   Therefore, the Company also believes it must  introduce
its new products before or at the same time as its competitors in
order  to  minimize the negative impact of price erosion  on  its
financial  results.  In 1997, the Company will focus on  time-to-
market  product introductions and linearity of product flow  into
its  sales  channels  to  reduce the  negative  impact  of  price
erosion.

Retailers

The  Company  sells its retail-packaged products (typically  3.5-
inch  hard  disk  drives  used  for upgrading  existing  computer
systems)  directly  to  major retail  sectors  such  as  computer
superstores, warehouse clubs and computer electronic stores.  Its
retail  customer  base is in the United States  and  Canada.   It
appears  that  the demand for end-users to have more  PC  storage
space  will continue due to a number of factors, including larger
and  more powerful software applications, new capabilities  (such
as desktop video editing) and the wealth of information available
from  the Internet and on-line services. As a result, the Company
believes the retail channel complements its other sales channels.
Retailers  supply to the aftermarket "upgrade" sector where  end-
users  purchase and install products to upgrade their  computers.
The  Company has experienced a positive and consistent trend  for
its  higher  capacity products sold through the  retail  channel.
Additionally, the Company provides 24-hour customer  service  and
technical  support for end-users, as well as access to  important
information  and  software via the World Wide Web.   The  Company
also  believes  that sales through the retail  channel  increases
brand  awareness.  In 1997, the Company will continue to  support
the growth of the retail channel.

During  the  nine  months  ended 1996  and  1995,  one  customer,
Southern Electronics Distribution and Packard Bell, respectively,
accounted for more than 10% of the Company's revenue.

For  financial data relating to major customers, export sales and
geographic information (foreign and domestic operations) refer to
Part II, Item 8, Footnote 6, on page 30.

Warranty and Service

The  Company currently warrants its products against  defects  in
parts or  labor from the date of shipment.  Products currently in
production  are  warranted  for  a  period  of  36  months  after
shipment.  Products are generally repaired or refurbished by  the
Company's  Singapore facility.  The Company operates  a  European
drive  exchange  center  in Ireland, a  domestic  drive  exchange
center  in  San  Jose,  California, and an Asian  drive  exchange
center in Singapore.

Backlog

The  Company's  sales  are  primarily for  delivery  of  standard
products  according to standard purchase order  terms.   Delivery
dates  are  specified by purchase orders.   Such  orders  may  be
subject  to  change  or  cancellation  by  the  customer  without
significant  penalties.   The  quantity  actually  purchased  and
shipment  schedules are frequently revised to reflect changes  in
the  customer's  needs.   At  times, when  price  competition  is
intense  and price moves are frequent, the Company believes  most
customers may place purchase orders below their projected  needs,
delay  placing  orders or even cancel purchase  orders  with  the
expectation  that future price reductions may occur.  Conversely,
at   times  when  industry-wide  production  is  believed  to  be
insufficient  to meet demand, the Company believes  that  certain
customers may place purchase orders beyond their projected  needs
in order to maintain a greater portion of product allocation.

In  addition,  orders for the Company's products are  filled  for
several  large  customers  from JIT ("just  in  time")  inventory
stocked  warehouses, whereby orders are not placed ahead of  time
on  the  Company's  order  entry backlog  system.   Instead,  the
Company  receives  a periodic forecast of requirements  from  the
customer.  Upon shipment from the JIT warehouse, the customer  is
invoiced.  In light of these factors, backlog reporting as of any
particular  date  may not be indicative of the  Company's  actual
revenues  for  any  succeeding period,  and,  therefore,  is  not
material to an evaluation of the Company's future revenue.


MANUFACTURING AND SUPPLIERS

The   Company's  disk  drive  manufacturing  operations   consist
primarily  of the final assembly of high-level subassemblies  and
testing  of  completed products.  The Company  manufactures  disk
drive products in volume production at its manufacturing facility
located  in  Singapore.   The majority of  all  PCB  assembly  is
outsourced  to  IMS  under the terms of a manufacturing  services
agreement  (see  discussion on page 2).   In  addition  to  risks
typically  associated with the concentration of vital operations,
foreign  manufacturing is subject to additional risks,  including
changes  in  governmental  policies,  transportation  delays  and
interruptions, and the imposition of tariffs and export controls.
A disruption of the Company's manufacturing operations could have
an  adverse  effect  on  its results of operations  and  customer
relations.

In  May 1995, the Company entered into a definitive manufacturing
agreement  with  Hyundai Electronics Industries Company,  Limited
(HEI).  Under the terms of the agreement, HEI manufactured Maxtor-
designed hard disk drives for the Company at a site in Korea.  In
October  1996,  the  manufacturing  agreement  was  canceled  and
production  at  the Korean manufacturing site was transferred  to
Maxtor's manufacturing facilities in Singapore.  As part  of  the
transfer,  Maxtor  purchased $4.3 million  in  inventories.    In
addition,  Maxtor  purchased approximately $14 million  of  HEI's
manufacturing equipment, with the purchase price payable one year
from  invoice date.  The equipment was invoiced over  the  period
from  November  1996 through February 1997.  HEI  will  bear  all
other costs associated with the shut down of production in Korea.

Pilot  production  of the Company's products,  as  well  as  cost
reduction, quality and product improvement engineering on current
products  are  conducted  in  the  Company's  Longmont,  Colorado
facilities.  When a new product or a design change to  a  current
product  is  ready for volume production, it is transferred  from
the  Longmont pilot line to the Company's Singapore manufacturing
facilities.

The  Company  seeks  to  maintain the  flexibility  necessary  to
accommodate  the  continuous changes in product  mix  and  volume
requirements  that  result  from  the  characteristically   short
product  life  cycles  of the disk drive industry.   The  Company
accomplishes  this  by closely managing its vendor  relationships
for  raw  materials  and utilizes its capital equipment  for  the
manufacture of multiple product lines.

The  Company's manufacturing processes require large  volumes  of
leading   edge,  high-quality  components  supplied  by   outside
vendors.   Generally, the Company does not have long-term  supply
agreements with its vendors, some of which have limited financial
and  operational  resources.  The Company has qualified  multiple
vendors  for  components where practical.  However, some  leading
edge components for the Company's new generation of products  may
only  be available from a limited number of vendors.  The Company
has  periodically  received notices from vendors  that  they  are
unable  to  supply  required volumes of certain  key  components.
Vendor  de-commitments can adversely impact the Company's ability
to  ship  products  as  scheduled to its  customers.   While  the
Company  has qualified and continues to qualify multiple  vendors
for  many components, it is reliant on, and will continue  to  be
reliant on, the availability of supply from its vendors for  many
semi-custom  and  custom integrated circuits,  heads,  media  and
other  key  components.  In light of current industry conditions,
including consolidation of competitors, the Company is focused on
developing excellent business relationships with its vendors  and
utilizing  strategic  alliances  for  certain  components   where
practical  (see further discussion under Research and Development
on  page   8).   There  can be no assurance,  however,  that  the
Company will be successful in such efforts or that in the  future
the  Company's vendors will meet the Company's needs for required
volumes of high-quality components in a timely and cost effective
manner.


RESEARCH AND DEVELOPMENT

As  previously mentioned, the Company participates in an industry
that  is  characterized by rapid technological change  and  short
product   life   cycles.   The  Company's  ability   to   compete
effectively  will depend on, among other things, its  ability  to
anticipate such change.  To compete effectively, the Company  has
and  will  continue to devote substantial personnel  and  capital
resources to develop high-quality products which can be  produced
in  volume on a cost effective basis.  The Company believes  that
common  architectures, vertical integration, technical  resources
and  new technologies are among the key areas in which to  direct
its focus.

In  order  to  develop cost effective products, the  Company  has
focused    on    implementing   common   architectures.    Common
architectures utilized in the Company's current products  include
the  HDA, custom electronics and firmware.  The HDA is the  four-
disk HDA, Formula 4 which represents a marked improvement in the
shock  resistance and reliability of Maxtor products.   First  in
the industry, DSP-based drive electronics and common PCBAs reduce
product   costs.    Further  utilization  of  a  common  firmware
architecture allows for faster product development.  Because  the
Company  believes that sharing common mechanics  and  electronics
between  product  families will decrease the product  development
period,  thus enable it to compete more effectively, the  Company
will  continue  to  focus  its  efforts  on  implementing  common
architectures where technologically feasible.

As previously discussed, the Company is highly dependent upon its
vendors  for  components.   The Company  believes  that  vertical
integration  for  certain components is  necessary  in  order  to
effectively  compete in the market.  Vertical integration  allows
for  joint  development  of technology, provides  a  more  robust
component  supply and allows the Company an advance view  of  new
components.    The   Company   intends   to   utilize   strategic
partnerships  with  its affiliates in order to  provide  vertical
integration   technology   to  its  operations.    Research   and
development  teams are focused on joint development  transactions
with   affiliates  to  improve  supply  for  key  future  product
components such as media, certain integrated circuits and heads.

The   Company   believes  that  increasing  storage   capacities,
increasing  performance and lowering cost depends  on  developing
and   incorporating  new  data  storage  technologies  into   the
Company's  products.  New technologies are difficult to implement
due to short product life cycles, without sufficient research and
development  resources.  In the past, the Company has experienced
difficulty   moving  product  from  design  to  production   with
satisfactory  yields.  During 1996, the Company  launched  a  new
advanced  technology  group to focus on  design  feasibility  and
prototyping.   This group will ensure product  feasibility  as  a
whole,  prior  to  product development by the design  team.  This
should  facilitate  transition of  more  advanced  products  from
design  to  volume production with acceptable production  yields.
In   addition,   the  Company  will  focus  on   developing   new
technologies  to  address areal density targets, media  tribology
limitations and shock resistance issues, among others,  in  order
to provide high performance products.

For  the  nine  months ended December 28, 1996, and fiscal  years
ended  March 30, 1996 and March 25, 1995, the Company's  research
and  development expenses were $87.8 million, $94.7  million  and
$60.8  million, respectively.  In order to effectively  implement
its  product  strategy, the Company intends to continue  to  make
significant investments in research and development.


COMPETITION

The  Company  presently competes primarily with manufacturers  of
3.5-inch disk drives, including IBM, Quantum, Seagate Technology,
and  Western Digital, each having larger market shares  than  the
Company.   Seagate Technology is the dominant competitor  in  the
3.5-inch  market.   Should other major OEMs successfully  develop
disk drive manufacturing capabilities, the Company's market share
could be reduced.

The  principal  methods  of competition  are  timing  of  product
introductions,  price,  product capacity and  performance.   When
competitors introduce products which offer lower prices,  greater
capacity  and  better  performance, or any combination  of  these
factors,  and when the Company's new products are not brought  to
market on a timely basis, the selling price of its older products
generally  must  be reduced in order to compete effectively  with
competitors' new products.  As previously discussed, the  Company
believes  price  erosion is an inherent factor for  each  product
capacity point introduced to the market.  Therefore, the  Company
believes it must introduce its new products before or at the same
time as its competitors in order to reduce the negative impact of
price  erosion  on its financial results.  In 1997,  the  Company
will  focus on time-to-market product introductions and linearity
of  product  flow into its sales channels in order to reduce  the
negative impact of price erosion.  There can be no assurance that
the Company will be successful in its efforts.

The  disk  drive  industry has experienced a  number  of  changes
affecting  the competitive position of companies now and  in  the
future.   A  number of companies, including Maxtor,  have  either
merged   or  been  acquired,  thereby  reducing  the  number   of
competitors   in   the  market.   Subsequent  to   the   industry
consolidation,  the  dominant competitors are  better  positioned
than   Maxtor  from  a  market  share  and  financial   resources
availability  perspective.  However,  the  Company  believes  its
smaller  size  relative to its competitors provides  several  key
advantages.   These include flexibility and customer  support  as
evidenced  by  customer response and satisfaction  surveys.   The
Company  continues  to  receive customer  comments  that  its  No
Quibble  return  policy and customer service are among  the  most
highly  regarded  in  the industry.  The  Company  also  has  the
ability to meet customer and market conditions quickly. Recently,
for  example, several OEMs reported high quality ratings for  the
Company's  new  product introductions. Under  new  management  in
1996,  the  Company  substantially reduced  its  operating  costs
quarter to quarter, consolidated manufacturing to its facility in
Singapore  and  completed end-of-life on  non-profitable  product
offerings.

The  Company believes that in order to successfully increase  its
market share and improve its financial position, the Company must
continue  to  lower its product costs and introduce its  products
before or at the same time as its competitors.  During 1997,  the
Company  will focus on these efforts.  However, there can  be  no
assurance  that the Company's efforts will be successful  in  the
new competitive environment.


PATENTS AND LICENSES

The  Company has been granted approximately 160 U.S. and  foreign
patents related to disk drive products and technologies, and  has
additional  patent applications pending in the United States  and
foreign  countries.  The Company has entered  into  cross-license
agreements   with  certain  of  its  competitors  and   conducted
discussions  with others concerning cross-license  relationships.
Although  the  Company believes that its patents and applications
have  significant value, the Company also believes that,  due  to
the   rapidly   changing  nature  of  disk  drive   and   related
technologies,  its future success is primarily dependent  on  the
technical expertise and creativity of its employees.

Several  patent holders have asserted rights under  one  or  more
patents  and  that  the  Company requires a  license  under  such
patents.   The Company conducts ongoing investigations into  such
assertions  and  presently believes that it is  likely  that  any
license   determined  to  be  necessary  could  be  obtained   on
commercially  reasonable terms.  However, there is  no  assurance
that such licenses are presently obtainable, or if determined  to
be  required  in  the  future, could be obtained  at  that  time.
Further,  a  resolution adverse to the Company in any  litigation
based  upon patent infringement claims could subject the  Company
to  substantial  liability and require that it cease  manufacture
and sale of related products in one or more countries.


EMPLOYEES

As  of  March  1,  1997,  the  Company  had  approximately  4,600
employees  worldwide.   The  Company  believes  that  its  future
success  will  depend on its ability to continue to  attract  and
retain a team of highly motivated and skilled individuals.   None
of   the   Company's  employees  are  represented  by   a   labor
organization.   The Company believes that its employee  relations
are positive.


Item 2.  PROPERTIES

In  July  1996,  the  Company's administrative  offices  and  new
advanced   technology  operations  relocated  to  facilities   in
Milpitas,  California from San Jose, California.  The  relocation
was   necessary  to  provide  adequate  space  for  its  advanced
technology group.  The Milpitas location currently is  not  fully
utilized.   The Company plans to use the additional  floor  space
for  expansion of the advanced technology operation.  The Company
also  maintains  engineering and pilot production  facilities  in
Longmont,  Colorado.  All the Company's domestic  facilities  are
leased.

The  Company's automated manufacturing facilities are located  in
Singapore.   The Company owns and occupies a 384,000  square-foot
building  in Singapore, situated on land leased through the  year
2016  (subject to an option to renew for an additional 30 years).
The  manufacturing facility is capable of providing approximately
100%  or  more productive capacity than it provided for the  nine
months ended December 28, 1996.  All the Company's sales offices,
located  in  the  United  States, Europe and  Asia  Pacific,  are
leased.

All  of  the  Company's facilities are well  maintained  and  the
Company  believes such facilities will meet its  operational  and
administrative needs during 1997.


Item 3.  LEGAL PROCEEDINGS

On  December  20, 1996, the Company filed an action  in  Colorado
District  Court, County of Boulder, against StorMedia, Inc.,  its
subsidiary, StorMedia International, Ltd. and its Chief Executive
Officer, William J. Almon.  The Company's complaint arises out of
an  agreement  for  the purchase of media  by  the  Company  from
StorMedia, and alleges breach of contract, breach of the  implied
warranty   of   fitness,  breach  of  the  implied  warranty   of
merchantability, fraud and negligent misrepresentation, and seeks
compensatory money damages, including, but not limited to  actual
damages,  incidental  damages, and  consequential  damages.   The
action was stayed in early March 1997.

In  November 1995, three separate actions (Wacholder v. Gallo, et
al.,  Silver v. Maxtor, et al., and Barrington v. Gallo, et  al.)
were filed in the Court of Chancery of the State of Delaware,  in
and  for  New Castle County which generally alleged a  breach  of
fiduciary  duty  by  the Company's directors in  connection  with
HEA's offer to purchase the Company.  These actions, which sought
class  certification,  and preliminary and  permanent  injunctive
relief  to  prevent  the  acquisition, as  well  as  damages  and
attorneys'  fees,  were consolidated with  a  similar  California
action  (Campanella v. Maxtor, et al.).  In December 1996,  in  a
settlement  approved  by  the Delaware Court,  the  matters  were
settled  in  exchange for certain additional disclosures  by  the
Company  to its shareholders regarding the circumstances  of  the
tender  offer, and payment by the Company of plaintiffs'  counsel
fees and costs totaling $315,000.

The  Company has been notified of certain other claims, including
claims  of  patent infringement.  While the ultimate  outcome  of
these  claims and the claims described above is not determinable,
it  is reasonably possible that resolution of these matters could
have  a  material impact on the financial condition,  results  of
operations or cash flows of the Company.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


The  Company's annual meeting was held August 13, 1996, at  which
its  sole stockholder reelected M. H. Chung and Charles  Hill  as
Class  II  directors  to hold office for a three-year  term,  and
ratified  the  appointment of Coopers &  Lybrand  L.L.P.  as  the
Company's  independent accounting firm for the nine months  ended
December 28, 1996.


                             PART II

Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
       STOCKHOLDER MATTERS


In  January 1996, the Company became a wholly owned subsidiary of
HEA.   As  of the acquisition, trading of Maxtor common stock  on
the NASDAQ National Market was suspended. Currently, there is  no
public market for the Company's equity securities.  The Company's
5-3/4%  convertible subordinated Debentures, due March  1,  2012,
remain publicly traded.

In June 1996, the Company entered into an exchange agreement with
HEA  whereby  HEA  exchanged  600  shares  of  Common  Stock  for
58,208,955  shares of Series A Preferred Stock, $.01  par  value.
As  of December 28, 1996, 58,208,955 shares of Series A Preferred
Stock  and no shares of Common Stock, $.01 par value, were issued
and  outstanding.    At March 1, 1997,  none of  the  outstanding
shares  of Series A Preferred Stock or Common Stock were held  by
persons other than the parent of the registrant.

Dividend policy

The holders of shares of Series A Preferred Stock are entitled to
non-cumulative dividends of $0.40 per share, when and as declared
by the Board of Directors, in preference of the holders of shares
of  the  Common Stock.  The Company has never paid cash dividends
on  its  capital  stock.  The Company does not anticipate  paying
cash  dividends  in  the near future.  Under  the  terms  of  the
Company's line of credit facilities, the Company may not  declare
or pay any dividends without the prior consent of its lenders.


Item 6.                             SELECTED FINANCIAL INFORMATION
(In thousands)



                           December 28, December 30, March 30,
Fiscal year ended               1996     1995        1996
                               (nine
                              months)   (nine
                                       months)
                                    (unaudited)(1)

Revenue                     $798,884  $954,040 $1,268,998
Gross margin                  (89,974)  60,648    72,693
Operating expenses:
 Research and development      87,752   69,416    94,717
 Selling, general and
 administrative                60,701   60,532    82,775
 Other                              -    4,529     4,460
Income (loss) from operations(238,427) (73,829) (109,259)
Interest expense               18,075    7,828    11,849
Interest income                 1,000      836     1,169
Minority interest in loss of
  joint venture                     -        -         -
Provision for income taxes        824    2,127     2,826
Net income (loss)            (256,326) (82,948) (122,765)
Total assets                  314,539  397,252   442,487
Long-term debt and capital
  lease obligations due after
  one year                    229,109  100,219   100,181
Cash dividends declared             -        -         -



                             March 25, March 26, March 27,
Fiscal year ended               1995     1994      1993

Revenue                    $  906,799 $1,152,615 $1,442,546
Gross margin                   56,130    (52,399)   265,086
Operating expenses:
 Research and development      60,769     97,168    112,621
 Selling, general and
   administrative              81,600     78,854     98,497
 Other                        (10,213)    19,500         -
Income (loss) from operations (76,026)  (247,921)    53,968
Interest expense                8,379     10,087     10,140
Interest income                 4,216      2,283      2,557
Minority interest in loss of
  joint venture                     -          -      1,014
Provision for income taxes      2,033      1,864      1,287
Net income (loss)             (82,222)  (257,589)    46,112
Total assets                  381,847    492,375    579,113
Long-term debt and capital
  lease obligations due after
  one year                    101,967    107,393    119,868
Cash dividends declared             -        -         -

(1)  Pro forma for the nine months ended December 30, 1995 is
provided to compare with the nine months ended December 28, 1996
in Item 7:  Management's Discussion and Analysis.



Item  7.    MANAGEMENT'S  DISCUSSION AND  ANALYSIS  OF  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The  following discussion should be read in conjunction with Item
1:   Business, Item 6: Selected Financial Information and Item 8:
Consolidated Financial Statements and Supplementary Data.


CHANGE IN FISCAL YEAR END

During  1996,  the  Company changed its fiscal  year  end  to  be
consistent  with the year end of its parent, Hyundai  Electronics
America  ("HEA").   The  fiscal year end changed  from  the  last
Saturday of March, the date used in the Company's prior filing of
its Form 10-K with the Securities and Exchange Commission, to the
last  Saturday  of  December conforming to  its  52/53-week  year
methodology.

The  current  fiscal period ended on December 28, 1996  comprises
nine  months or 39 weeks.  For discussion and analysis  purposes,
the  nine  months  ended December 28, 1996 are  compared  to  the
unaudited  nine  months ended December 30,  1995.   Fiscal  years
ended March 30, 1996 and March 25, 1995 comprised 53 weeks and 52
weeks, respectively, ending on the last Saturday of March.


RESULTS OF OPERATIONS

Nine months ended December 28, 1996 compared to nine months ended
December 30, 1995

Revenue and Gross Margin

(In millions)       December 28, December 30,
Nine months ended       1996      1995     Change
                                (unaudited)
Revenue               $ 798.9   $ 954.0   $(155.1)

Gross margin          $ (90.0)  $  60.6   $(150.6)
  As a percentage
  of revenue            (11.3%)     6.4%

Net loss              $(256.3)  $ (82.9)  $(173.4)


Revenue  decreased primarily due to a decrease in unit  shipments
of  approximately  22%, while average unit prices  for  the  nine
months  were comparable.  The decrease in shipments was a  result
of  a  32%  decrease  in revenue from the OEM channel,  partially
offset  by an increase in distribution revenue of 17%.  Shipments
to  the OEM channel in the third quarter of 1996 were lower  than
expected  due to a shortage of qualified components from vendors.
The  Company is working vigorously with its vendors to remedy the
current  allocation  problems.   See  further  discussion   under
Manufacturing and Suppliers, page 7.  The Company may  experience
continued  shortages of key components which management  believes
could adversely impact revenue and operating results during 1997.
The   Company's  ability  to  obtain  higher  allocation  of  key
components  is  essential  to its success  in  increasing  market
share.

As  expected in the disk drive industry, products sold during the
1996  period  were  higher in capacity than in the  1995  period.
However, prices for the higher capacity products (1.3 to 2.0  GB)
remained  relatively flat with the prior period  products  (which
ranged from 540 MB to 1.6 GB).

Part  of  the revenue decrease is also attributed to the sale  of
IMS  in June 1996, as discussed on page 2.  IMS revenue decreased
by  $25  million from the prior period.  Revenue  for  1995  also
reflects  a  40-week period as compared to a 39-week  period  for
1996.   The  first quarter of 1995 was extended  to  realign  the
fiscal year ended March 30, 1996.

Gross  margin  decreased primarily due to the  decrease  in  unit
shipments discussed above and a substantial drop in average  unit
selling  prices  for lower capacity products during  the  quarter
ended  June 29, 1996.  In June 1996, the Company incurred a $42.3
million  charge  for products in inventory and  scheduled  to  be
built over the following six months which had market prices lower
than cost.  Although the shift in sales of the Company's products
was  toward higher capacity products, which generally had  higher
average  selling prices per unit, the increase in  margins  which
resulted from this shift was more than offset by intense  pricing
pressures   on   certain   lower   capacity   products    without
corresponding decreases in manufacturing costs.  Furthermore, the
Company  incurred one-time charges of $6.5 million to consolidate
certain  manufacturing activities in 1996, including the  closure
of  a  head  stack assembly plant in Thailand and a reduction  in
production shifts in Singapore.

The  Company will continue its efforts to reduce its average unit
manufacturing  costs.  However, there can be  no  assurance  that
average unit selling prices will not decline at a more rapid rate
or  that the Company will be successful in its efforts to improve
gross margin.

Operating expenses

(In millions)         December 28,         December 30,
Nine months ended          1996                1995       Change
                                          (unaudited)

Research and development  $     87.8      $  69.4      $    18.4
  As a percentage of
  revenue                       11.0%         7.3%

Selling, general and
 administrative           $     60.7      $  60.5      $    0.2
  As a percentage of
  revenue                       7.6%         6.3%

Other                     $     -         $   4.5      $    (4.5)
  As a percentage of
  revenue                       0.0%         (0.5%)


Research  and development (R&D) expenses increased primarily  due
to   the  Company's  continued  commitment  to  make  substantial
investments  in  new technology for its products.   As  discussed
under  Desktop Computer Products, page 4, the Company  introduced
several  new  families of products in 1996 which had  substantial
technological  advantages compared to the older  7000  series  of
products.  Additionally, the Company established the new advanced
technology  group  in  Milpitas and a new production  engineering
group in Singapore during 1996.  In the third quarter of the 1996
period,  the  Company  incurred  charges  of  approximately  $4.5
million  related  to  obsolete  equipment  and  internally  built
equipment  not  utilized due to rapid changes in product  volumes
and mix during the latter half of 1996.  During 1997, the Company
is focused on controlled spending while continuing R&D activities
that support timely product introduction and transition to volume
production.  There can be no assurances that the Company will  be
successful in its efforts.

Selling, general and administrative (SG&A) expenses increased  as
a  percentage  of  revenue primarily due to the decrease  in  the
revenue  base.  SG&A spending in absolute dollars was  relatively
unchanged  due  to the Company's ongoing effort to control  costs
and expenditures.  SG&A expenses decreased during the 1996 period
due  to an overall reduction in force and controlled spending  in
marketing.   However, the decrease was offset  by  a  substantial
change  in  executive staff and related severance costs  incurred
throughout the nine month period.  The Company expects lower SG&A
costs  in  1997  due to its cost cutting measures implemented  in
1996.   During  1997,  the  Company  is  focused  on  controlling
spending,  however, there can be no assurance  that  the  Company
will be successful in such efforts.

Other expenses decreased due to $4.5 million of professional fees
incurred  in  1995 related to the acquisition of the  Company  by
HEA.  Effective January 1996, HEA acquired by a cash tender offer
of $6.70 per share all of the outstanding shares of the Company's
common  stock  which  were not previously owned  by  HEA  or  its
affiliates  and the Company became a wholly owned  subsidiary  of
HEA.

Interest expense and interest income

(In millions)      December 28, December 30,
Nine months ended       1996      1995     Change
                              (unaudited)
Interest expense      $  18.1   $   7.8   $  10.3

Interest income       $   1.0   $   0.8   $   0.2


Interest expense increased due to a substantial increase in short-
term  and  long-term borrowings required in  order  to  fund  the
Company's  operations.  The Company had $149.8 million of  short-
term  and  $129  million of long-term lines of credit  borrowings
outstanding at December 28, 1996, whereas $99 million  of  short-
term  borrowings  were  outstanding at December  30,  1995.   The
Company  expects  to maintain approximately the  same  or  higher
levels of borrowings during the next fiscal year.

Interest  income  increased slightly due to the  availability  of
cash  for investing purposes.  However, cash availability overall
has  and  will continue to be constrained in 1997 due to  funding
required for the Company's operations.

Provision for income taxes

(In millions)                 December 28, December 30,
Nine months ended                 1996      1995       Change
                               (unaudited)
Provision for income taxes   $     0.8    $   2.1  $   (1.3)


The  provision  for  income taxes consists primarily  of  foreign
taxes.   The  decrease of $1.3 million is due to  elimination  of
taxes in Hong Kong via the sale of IMS's Hong Kong operations  in
June  1996.  For further discussion of the sale of IMS, see  page
2.

The  Company's effective tax rate for the periods 1996  and  1995
differs  from  the combined federal and state rates  due  to  the
repatriation of foreign earnings absorbed by current year losses,
and the Company's U.S. operating losses not providing current tax
benefits, offset in part by the tax savings associated  with  the
Company's   Singapore  operations  and  valuation  of   temporary
differences.  Income from the Singapore operation is not  taxable
as a result of the Company's pioneer tax status in Singapore.


Fiscal  year ended March 30, 1996 compared to fiscal  year  ended
March 25, 1995


Revenue and Gross Margin

(In millions)        March 30, March 25,
Fiscal year ended       1996      1995     Change

Revenue               $1,269.0  $ 906.8   $ 362.2

Gross margin          $  72.7   $  56.1   $  16.6
  As a percentage of
  revenue                 5.7%      6.2%

Net loss              $(122.8)  $ (82.2)  $ (40.6)


Revenue  for fiscal year 1996 increased by 39.9% from  the  prior
fiscal  year  primarily due to an increase in unit  shipments  of
approximately  30% and a shift in product mix to  higher-capacity
product offerings which had higher average unit selling prices.

During  fiscal years 1996 and 1995, the Company did not have  any
customer  which  accounted for 10% or greater  of  the  Company's
revenue.

Gross  margin as a percentage of revenue decreased  to  5.7%  for
fiscal  year  1996 from 6.2% for fiscal year 1995.  Although  the
shift  of  the  Company's products sold  was  toward  the  higher
capacity  products  which generally have higher  average  selling
prices per unit, the increase in margins which resulted from this
shift  was  more  than  offset by intense  pricing  pressures  on
certain  lower capacity products without corresponding  decreases
in  manufacturing costs.  In addition, the Company had lower than
expected  volumes during fiscal 1996 due to shortages of  certain
key    components,   contributing   to   higher   than   expected
manufacturing costs.


Operating expenses

(In millions)                  March 30, March 25,
Fiscal year ended                 1996      1995       Change

Research and development        $  94.7   $  60.8      $    33.9
  As a percentage of revenue        7.5%      6.7%

Selling, general and
 administrative                 $  82.8   $  81.6      $    1.2
  As a percentage of revenue        6.5%     9.0%

Other                           $   4.5   $ (10.2)     $    14.7
  As a percentage of revenue        0.4%     (1.1%)


Research and development (R&D) expenses increased in fiscal  1996
from  the  prior  fiscal  year primarily  due  to  the  Company's
continued commitment to make substantial investments in R&D since
the  timely  introduction and transition to volume production  of
new  products  is  essential  to its  future  success.   Spending
increased  primarily in areas related to staffing and engineering
tooling needed for the development of new products.

Selling, general and administrative (SG&A) expenses decreased  as
a  percentage of revenue in fiscal year 1996 as compared to  1995
primarily  due  to  the  increase in the  revenue  base  and  the
Company's ongoing effort to control costs and expenditures.  SG&A
spending  in absolute dollars increased slightly primarily  as  a
result  of  increased  marketing costs.   The  Company's  ongoing
efforts  to  control  costs and expenditures will  continue  into
future  periods,  however, there can be  no  assurance  that  the
Company will be successful in such efforts.

Other expenses increased during fiscal year 1996 compared to  the
previous fiscal year due to two events.  First, during the  third
quarter  of  fiscal 1996, the Company incurred other expenses  of
$4.5  million  for  professional fees  incurred  related  to  the
acquisition of the Company by HEA.  Effective January  1996,  HEA
acquired  by a cash tender offer of $6.70 per share  all  of  the
outstanding shares of the Company's common stock which  were  not
owned  by  HEA or its affiliates and the Company became a  wholly
owned subsidiary of HEA.  Second, the Company recorded a gain  of
approximately $10.0 million, offsetting other expenses during the
third quarter of fiscal year 1995, when the Company entered  into
an  agreement for the sale of the Company's interest in  Maxoptix
to  Kubota  Electronics America Corporation, a Delaware  company,
whose  ultimate parent is Kubota Corporation (Kubota).  Prior  to
the  sale,  Maxtor  and  Kubota owned 67% and  33%  interests  in
Maxoptix, respectively.  The transaction was completed during the
fourth quarter of fiscal year 1995.

At  March  30,  1996,  the  Company had  no  significant  accrued
restructuring  charges remaining relating  to  the  restructuring
activities  which commenced in the third quarter of  fiscal  year
1994.   On  March 25, 1995, the Company had $502,000  of  accrued
restructuring  charges  remaining related to  recurring  payments
under   certain  non-cancelable  operating  leases   which   were
substantially paid during fiscal year ended March 30, 1996.

Interest expense and interest income

(In millions)        March 30, March 25,
Fiscal year ended       1996      1995     Change

Interest expense      $  11.8   $   8.4   $   3.4

Interest income       $   1.2   $   4.2   $  (3.0)


Interest  expense  increased by 41.4%  in  fiscal  year  1996  as
compared  to  fiscal year 1995, even though the average  interest
rate incurred on total borrowings decreased, due to a substantial
increase  in short-term borrowings required in order to fund  the
Company's  operations.  The Company had $96 million of borrowings
on  the $100 million unsecured, revolving line of credit arranged
by Citicorp Securities Inc. outstanding as of March 30, 1996.

In  December  1995, the Company also entered into a $100  million
secured  bridge  financing facility with HEA.  As  of  March  30,
1996,  $65  million  of  borrowings were outstanding  under  this
facility.  Interest income decreased in fiscal year ended   March
30,  1996  due  to  the  lack  of available  cash  for  investing
purposes.

Provision for income taxes

(In millions)                  March 30, March 25,
Fiscal year ended                 1996      1995       Change

Provision for income taxes      $   2.8   $   2.0      $    0.8


The  provision  for  income taxes consists primarily  of  foreign
taxes.   The Company's effective tax rate for fiscal years  ended
March  30,  1996  and March 25, 1995 differs  from  the  combined
federal  and  state  rates  due to the  repatriation  of  foreign
earnings absorbed by current year losses, and the Company's  U.S.
operating  losses not providing current tax benefits,  offset  in
part  by  the tax savings associated with the Company's Singapore
operations  and valuation of temporary differences.  Income  from
the  Singapore  operation  is not taxable  as  a  result  of  the
Company's pioneer tax status in Singapore.


LIQUIDITY AND CAPITAL RESOURCES
                                        As of and for
                                     the nine months ended
                                         December 28,
(In millions)                                1996

Cash and cash equivalents                   $   31.3

Net cash used in operating activities         $(88.7)

Net cash used in investing activities         $(36.0)

Net cash provided by financing activities     $103.3

Short-term credit borrowings                $  149.8

Long-term credit borrowings                   $129.0


As   of  December  28,  1996,  the  Company  had  cash  and  cash
equivalents of $31.3 million as compared to $41.4 million  as  of
December  30, 1995, a decrease of $10.1 million. The decrease  in
the  Company's cash and cash equivalents was primarily the result
of  operating  losses and capital expenditures offset  by  credit
borrowings to fund those activities.

Net  cash used in operating activities was primarily attributable
to  the  net  loss  less non-cash depreciation  and  amortization
totaling  approximately $209.3 million and a decrease in accounts
payable  of  $37.3  million, offset by  a  decrease  in  accounts
receivable of $62.8 million, a decrease in inventories  of  $46.0
million,  an  increase in collections payable net of  receivables
sold under the asset securitization program of $16.3 million  and
an  increase  in accrued and other liabilities of $13.0  million.
Additionally, the Company incurred a $15 million charge over  the
nine  month  period  for  inventories  on  hand  and  inventories
committed to be built at costs which are lower than market.

The  decreases  in  accounts  payable,  accounts  receivable  and
inventories resulted from a decrease in raw materials  purchased,
units  produced  and sold.  Factors for this decline  included  a
discontinuation of products that no longer had profitable margins
while  ramping new products for which component allocation issues
curbed production levels.

On   March  30,  1996,  the  Company  entered  into  an  accounts
receivable securitization program with Citicorp Securities,  Inc.
Under  this  program,  the Company can sell its  qualified  trade
accounts  receivable up to $100 million on a non-recourse  basis.
The  face amount of the eligible receivables is discounted  based
on  the  Capital  Receivables Corporation commercial  paper  rate
(5.68% as of December 28, 1996) plus commission and is subject to
a 10% retention.  As of December 28, 1996, $38.1 million in sales
of  accounts  receivable, for which proceeds  had  not  yet  been
received, were included in accounts receivable and $54.4  million
in  collections  of  accounts receivable not  yet  remitted  were
included in accrued and other liabilities.

Net  cash used in investing activities was primarily attributable
to  $53.8  million  of  capital  expenditures  and  $9.0  million
advanced  under  note receivable with a vendor, offset  by  $25.0
million  in  proceeds  from the sale of  IMS  in  June  1996.   A
majority  of  the capital expenditures activity  related  to  the
acquisition of manufacturing and engineering equipment to develop
new  products  and  enhance  the productivity  of  the  Singapore
manufacturing facility.

The  Company entered into an agreement in June 1996, subsequently
amended  in  August  1996, with a vendor  to  build  certain  key
components. As of March 1, 1997, $9.5 million was advanced  under
the  agreement.   Currently, the Company believes  no  additional
funding will be required.

Net  cash  provided  by financing activities  primarily  reflects
$25.7  million in net payments under short-term lines  of  credit
facilities and $129 million in proceeds from a long-term line  of
credit facility.  Credit lines are discussed at length below.

On January 31, 1996 the Company signed a one year credit facility
in  the  amount of $13.8 million to be used for capital equipment
requirements at the Singapore facility.  This credit facility  is
guaranteed  by  HEI and all outstanding amounts of principal  and
accrued  interest were payable on February 2, 1997.   In  January
1997,  this  facility  was renewed under  similar  terms  for  an
additional year, due on January 30, 1998.

On  April  10,  1996  ,  the  Company  obtained  a  $100  million
intercompany line of credit from HEA.  This line of credit allows
for  draw  downs  up  to  $100 million and  interest  is  payable
quarterly.   All  outstanding amounts of  principal  and  accrued
interest  are due and payable on April 10, 1997.  As of  December
28, 1996, no amount was outstanding.

On  August  29,  1996,  the  Company established  two  unsecured,
revolving  lines of credit totaling $215 million (the Facilities)
through  Citibank, N.A. and syndicated among fifteen  banks.   In
September  1996,  the Facilities were increased  $10  million  to
total  $225  million. The Facilities are guaranteed  by  HEI.   A
total  of  $96  million of the Facility is  a  364-day  committed
facility,  renewable  annually at the  option  of  the  syndicate
banks.   The  facility  is used primarily for  general  operating
purposes  and bears interest at a rate based on LIBOR  plus  0.53
percent.   As  of  December 28, 1996, $96 million  of  borrowings
under  this  line of credit were outstanding.  A  total  of  $129
million of the Facilities is a three year committed facility that
is  also used primarily for general operating purposes and  bears
interest  at  a  rate based on LIBOR plus 0.53  percent.   As  of
December 28, 1996, $129 million of borrowings under this line  of
credit were outstanding.

From  September  30,  1996  to December  28,  1996,  the  Company
obtained  credit  facilities amounting  to  $40  million  in  the
aggregate  from three banks. The facilities, which are guaranteed
by HEI, will be used primarily for general operating purposes and
bear  interest  at a rate ranging from 5.97 to  LIBOR  plus  0.53
percent.   As  of  December 28, 1996, $40 million  of  borrowings
under this line of credit were outstanding.

Subsequent  to  December  28, 1996, the Company  obtained  a  $20
million  three  month line of credit.  This  facility,  which  is
guaranteed  by HEI, will be used primarily for general  operating
purposes  and bears interest at a rate based on LIBOR  plus  0.60
percent.  As of March 1, 1997, $20 million was outstanding.

As of March 1, 1997, the Company had $219.8 million in short-term
borrowings  and  $129  million in long-term borrowings  drawn  on
existing credit facilities.

The  liquidity of the Company continued to be adversely  affected
during  the  nine months ended December 28, 1996  by  significant
losses  from  operations  and liquidity  has  been  significantly
reduced  compared to the same period last year.  The  Company  is
implementing ongoing measures with the goal of decreasing  losses
from  operations  and thus improving liquidity.  In  addition  to
attempting to improve operating margins on product sales  through
the  introduction of new products and reduction of  manufacturing
costs, the Company remains focused on controlling other operating
expenses.  However, the Company believes that it must continue to
make substantial investments in R&D since the timely introduction
and  transition to volume production of new products is essential
to its future success.

The  Company expects that it will require alternative sources  of
liquidity,  including additional sources of financing  in  fiscal
1997.  The Company is engaged in ongoing discussions with various
parties,  including  HEI, HEA and certain financial  institutions
regarding   additional   sources  of  financing,   including   an
additional  infusion  of  equity from  HEA.   While  the  Company
believes  that additional sources of financing will be available,
there  can  be  no assurance that financing will be available  on
terms which are favorable to the Company.

Subject to unforeseen changes in general business conditions, the
Company  believes that the combination of the measures  described
above and other available actions, together with its balances  of
cash and cash equivalents, equipment financing and line of credit
borrowing  capabilities (supported by HEI and HEA)  and  expected
equity infusion, will be sufficient to fund the Company's working
capital and capital expenditure requirements through fiscal  year
1997.

Dividend policy

The holders of shares of Series A Preferred Stock are entitled to
non-cumulative dividends of $0.40 per share, when and as declared
by the Board of Directors, in preference of the holders of shares
of  the  Common Stock.  The Company has never paid cash dividends
on  its  capital  stock.  The Company does not anticipate  paying
cash  dividends  in  the near future.  Under  the  terms  of  the
Company's line of credit facilities, the Company may not  declare
or pay any dividends without the prior consent of its lenders.
Item  8.    CONSOLIDATED FINANCIAL STATEMENTS  AND  SUPPLEMENTARY
DATA



     Index to Consolidated Financial Statements        Page

     Financial Statements:

      Consolidated Balance Sheets -
        December 28, 1996 and March 30, 1996            21

      Consolidated Statements of Operations -
        Nine months ended December 28, 1996 and 
         fiscal years ended March 30, 1996
         and March 25, 1995                             22

        Consolidated Statements of Stockholder's
        Equity(Deficit) -Nine months ended
        December 28, 1996 and fiscal years ended
        March 30, 1996 and March 25, 1995               23

        Consolidated Statements of Cash Flows -
        Nine months ended December 28, 1996 and
        fiscal years ended March 30, 1996 and
        March 25, 1995                               24 - 25

     Notes to Consolidated Financial Statements      26 - 38

     Report of Coopers & Lybrand L.L.P.,
     Independent Accountants                            39

     Report of Ernst & Young LLP,
     Independent Auditors                               40

     Financial Statement Schedules:

     The  following consolidated financial statement schedule  of
     Maxtor  Corporation  is filed as part  of  this  Report  and
     should   be   read  in  conjunction  with  the  Consolidated
     Financial Statements of Maxtor Corporation.

      Schedule II
      Valuation and qualifying accounts                S-1

     Schedules not listed above have been omitted since they  are
     not  applicable  or  are  not required  or  the  information
     required  to  be set therein is included in the Consolidated
     Financial Statements or notes thereto.



MAXTOR CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
                                           December 28, March 30,
ASSETS                                        1996        1996
Current assets:
 Cash and cash equivalents                  $31,313    $52,794
 Accounts receivable, net of
  allowance for doubtful accounts
  of $5,255 at December 28, 1996
  and $5,196 at March 30, 1996               82,876    121,818
 Accounts receivable from affiliates          6,248      4,426
 Inventories                                 80,878    155,935
 Prepaid expenses and other                   5,239     11,642
     Total current assets                   206,554    346,615
Net property, plant and equipment            92,073     88,162
Other assets                                 15,912      7,710
                                           $314,539   $442,487


LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities:
 Short-term borrowings                     $149,800   $110,595
 Short-term borrowings due to affiliates          -     65,000
 Accounts payable                           109,956    160,102
 Accounts payable to affiliates              13,459      8,656
 Accrued and other liabilities              139,678     68,790
     Total current liabilities              412,893    413,143
Long-term debt and capital
 lease obligations due after one year       229,109    100,181
Deferred tax liabilities                          -        300
Commitments and contingencies                     -          -
Stockholder's deficit:
 Series A Preferred Stock,
 $0.01 par value, 95,000,000
  shares authorized; 58,208,955
  shares issued and
  outstanding at December 28, 1996;
  (no shares authorized, issued, or
  outstanding at March 30, 1996);
  aggregated liquidation
  value of $390,000                             582          -
 Common Stock, $0.01 par value,
  110,000,000 shares authorized;
  no shares issued and outstanding
  at December 28, 1996;
  (200,000,000 shares authorized;
   600 shares issued and
  outstanding at March 30, 1996)                  -          -
 Additional paid-in capital                 335,017    335,599
 Accumulated deficit                       (663,062)  (406,736)
     Total stockholder's deficit           (327,463)   (71,137)
                                           $314,539   $442,487

See accompanying notes.


MAXTOR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
                             Nine months
                                ended      - Fiscal year ended-

                             December 28, March 30,    March 25,
                                 1996        1996         1995

Revenue                       $771,655     $1,264,627  $889,288
Revenue from affiliates         27,229          4,371    17,511
 Total revenue                 798,884      1,268,998   906,799

Cost of revenue                861,551      1,192,403   835,037
Cost of revenue from affiliates 27,307          3,902    15,632
 Total cost of revenue         888,858      1,196,305   850,669

Gross margin                   (89,974)        72,693    56,130
Operating expenses:
  Research and development      87,752         94,717    60,769
  Selling, general and 
   administrative               60,701         82,775    81,600
  Other                              -          4,460   (10,213)

Total operating expenses       148,453        181,952   132,156
Loss from operations          (238,427)      (109,259)  (76,026)
Interest expense               (18,075)       (11,849)   (8,379)
Interest income                  1,000          1,169     4,216
Loss before income taxes      (255,502)      (119,939)  (80,189)
Provision for income taxes         824          2,826     2,033
Net loss                     $(256,326)     $(122,765) $(82,222)

See accompanying notes.



MAXTOR CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)
(In thousands, except share amounts)


                        Preferred stock       Common stock

                        Shares Amount         Shares Amount

Balance, March 26, 1994   -       -        49,905,242   $499
Issuance of common stock
under stock option plans  -       -         1,112,825     11
Payments on and
 forgiveness of notes
 receivable from
 stockholders             -       -                -       -
Issuance of common
 stock under stock
 purchase plan            -       -           679,220      7
Net loss                  -       -                -       -
Balance, March 25, 1995   -       -        51,697,287    517
Issuance of common stock
 under stock
 option plans             -       -         1,134,805     11
Issuance of common
 stock under stock
 purchase plan            -       -           800,426      8
Shares canceled
 resulting from
 acquisition by HEA       -       -       (53,631,918)  (536)
Net loss                  -       -                -       -
Balance, March 30, 1996   -       -               600      -
Exchange of common
 shares for Series A
 Preferred       58,208,955    $582              (600)     -
Net loss                  -       -                 -      -
Balance,
December 28, 
 1996            58,208,955    $582                 -  $   -

See accompanying notes.



MAXTOR CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)
(In thousands, except share amounts)

                                              Notes  Total
                        Additional            receiv-
                                              able   stock-
                                                     holder's
                        paid-in     Accu-
                                    mulated   from   equity
                        capital     deficit   stock-
                                              holders
(deficit)
Balance, March 26, 1994
                      $320,564   $(201,749)  $(127) $119,187
Issuance of common
  stock under stock
 option plans            4,133           -       -     4,144
Payments on and
 forgiveness of notes
 receivable from
 stockholders                -           -     127       127
Issuance of common
 stock under stock
 purchase plan           2,660           -       -     2,667
Net loss                     -     (82,222)      -   (82,222)
Balance,
March 25, 1995         327,357     283,971)      -    43,903
Issuance of common
 stock under stock
 option plans            4,734           -       -     4,745
Issuance of common
 stock under stock
 purchase plan           2,972           -       -     2,980
Shares canceled
 resulting from
 acquisition by HEA        536           -       -         -
Net loss                     -    (122,765)      -  (122,765)
Balance,
  March 30, 1996       335,599    (406,736)      -   (71,137)
Exchange of common
 shares for Series
 A Preferred              (582)          -       -         -
Net loss                     -    (256,326)      -  (256,326)
Balance,
December 28, 1996     $335,017   $(663,062)   $  - $(327,463)

See accompanying notes.



MAXTOR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

                                        Nine
                                        months      Fiscal
                                                   year ended
                                        ended
                                        Decem-
                                       ber 28,   Mar 30, Mar 25,
                                         1996      1996    1995
Increase (decrease) in cash
and cash equivalents

Cash flows from operating activities:
 Net loss                        $(256,326)  $(122,765) $(82,222)
 Adjustments to reconcile
 net loss to net cash
 used in operating activities:

     Depreciation and amortization  47,064       45,200  34,865
     Reserves for lower of cost or
      market                        15,194            -       -
     Forgiveness of notes
      receivable from stockholders       -            -      41
     Change in non-current deferred
      tax liabilities                    -          300     (66)
     Gain on sale of interest in
      joint venture                      -            - (10,005)
     Loss on disposal of property,
      plant and equipment              700          669   2,233
     Gain on sale of subsidiary     (2,385)           -       -
     Other                            (589)           -       -
     Changes in assets and liabilities:
      Accounts receivable           62,786      (12,485)(16,366)
      Accounts receivable from
       affiliates                   (1,822)      (2,229) (2,197)
Net collections of accounts
       receivable sold to financing
       company                      16,327            -       -
      Inventories                   45,955      (66,255)   (150)
      Prepaid expenses and other     3,839       (2,947)   (925)
      Accounts payable             (37,297)      18,407  14,813
      Accounts payable to affiliates 4,803        8,656       -
      Accrued and other liabilities 13,015          637 (20,212)
 Total adjustments                 167,590      (10,047)  2,031
 Net cash used in operating
 activities                        (88,736)    (132,812)(80,191)
Cash flows from investing activities:
 Proceeds from sale of subsidiary   25,000            -       -
 Proceeds from sale of interest
   in joint venture, net                 -            -  (1,463)
 Purchase of available-for-sale
   investments                           -            - (30,091)
 Proceeds from maturities of
   available-for-sale investments        -       11,998  93,004
 Purchase of property, plant and
  equipment, net of disposals      (53,417)     (72,302)(31,535)
 Other assets                       (7,599)        (928)   (417)
 Net cash provided by (used in)
  investing activities             (36,016)     (61,232) 29,498
Cash flows from financing activities:
 Proceeds from issuance of debt,
   including short-term borrowings 410,715      145,595     238
 Principal payments on debt, including
  capital lease obligations       (307,444)      (3,000) (4,444)
 Proceeds from issuance of common
  stock, net of issuance of notes
   receivable and stock repurchase       -        7,725   6,810
 Payments on notes receivable from
   stockholders                          -            -      87
 Net cash provided by financing
 activities                         103,271     150,320   2,691
Net decrease in cash and cash
 equivalents                        (21,481)    (43,724)(48,002)
Cash and cash equivalents at
 beginning of period                52,794       96,518 144,520
Cash and cash equivalents at
end of period                      $31,313    $  52,794 $ 96,518

See accompanying notes.


MAXTOR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
(In thousands)
                                    Nine
                                    months        Fiscal year
                                                     ended
                                    ended
                                   Decem-
                                  ber 28,    March 30,  March 25,
                                   1996         1996       1995
Supplemental disclosures of cash flow information:

Cash paid (received) during the year for:
 Interest                         $13,444  $ 9,362  $   6,657
 Income taxes                       2,009    1,801      2,822
 Income tax refunds                     -   (3,173)       (65)

Supplemental  information  on  noncash  investing  and  financing
activities:
 Purchase of property, plant and
  equipment financed by accounts
  payable                           8,171    4,949         -
 Exchange of Common Stock for
 Series A Preferred Stock             582        -         -


See accompanying notes.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation
The  consolidated financial statements include  the  accounts  of
Maxtor  Corporation (Maxtor or the Company) and its  wholly-owned
subsidiaries.    All   significant  intercompany   accounts   and
transactions  have been eliminated.  Maxtor Corporation  operates
as  a  wholly-owned  subsidiary of  Hyundai  Electronics  America
(HEA).

Fiscal year
During  1996,  the  Company changed its fiscal  year  end  to  be
consistent with the year end of its parent, HEA.  The fiscal year
end changed from the last Saturday of March, the date used in the
Company's  prior filing of its Form 10-K with the Securities  and
Exchange  Commission, to the last Saturday of December conforming
to  its  52/53-week year methodology.  The current fiscal  period
ended  on  December 28, 1996 comprises nine months or  39  weeks.
Fiscal years ended March 30, 1996 and March 25, 1995 comprised 53
weeks and 52 weeks, respectively.

Nature of business
The  Company develops, manufactures and markets hard  disk  drive
products  to  customers who sell their products in  the  personal
computer  industry.   Products  are  designed  for  desktop   and
notebook  applications  to meet both value  and  high-performance
needs   of   customers.   Customers  include  original  equipment
manufacturers  (OEMs),  distributors,  and  national   retailers.
Additionally, several smaller retailers and value-added resellers
(VARs)   carry   Maxtor  products  purchased   through   Maxtor's
distribution  network.  The  Company  relies  on  suppliers   for
components including heads, disks and custom integrated circuits.
Although   printed  circuit  board  assemblies  and  head   stack
assemblies are outsourced, head disk assemblies are completed  by
the  Company.   All  the Company's products are  manufactured  by
Maxtor at its manufacturing facility in Singapore and sold world-
wide in North America, Europe and Asia.

Accounting estimates
The  preparation  of  financial  statements  in  conformity  with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the amounts  reported
in  the  financial  statements and  accompanying  notes.   Actual
results could differ from those estimates.

The  actual  results  with regard to warranty expenditures  could
have  a  material unfavorable impact on the Company if the actual
rate of unit failure or the cost to repair a unit is greater than
what  the  Company  had used in estimating the  warranty  expense
accrual.

Given the volatility of the market, the Company makes adjustments
to  the  value  of inventories based on estimates of  potentially
excess  and  obsolete  inventories and negative  margin  products
after  considering forecasted demand and forecast average selling
prices.   However,  forecasts are always  subject  to  revisions,
cancellations,  and rescheduling.  Actual demand will  inevitably
differ from such anticipated demand and such differences may have
a material impact on the financial statements.

Risks and uncertainties
The  Company's business entails a number of risks.  As is typical
in the disk drive industry, the Company must utilize leading edge
components for its new generation of products which may  only  be
available from a limited number of suppliers.  While the  Company
has  qualified and continues to qualify multiple sources for many
components, it is reliant on, and will continue to be reliant on,
the  availability of supply from its vendors for many semi-custom
and  custom  integrated  circuits, heads,  media  and  other  key
components.  Any de-commitments or delays from vendors  can  have
an  adverse  impact on the Company's ability to ship products  as
scheduled to its customers.

Interim financial information
The  unaudited interim financial information for the  nine  month
period  ended  December 30, 1995 has been prepared  on  the  same
basis as the audited financial statements and, in the opinion  of
management,  includes  all  adjustments,  consisting  of   normal
recurring adjustments, necessary for a fair presentation  of  the
financial  information  in  accordance  with  generally  accepted
accounting principles.

Cash and cash equivalents
The  Company considers all highly liquid investments,  which  are
purchased with an original maturity of three months or  less,  to
be cash equivalents.

Inventories
Inventories are stated at the lower of cost (computed on a first-
in, first-out basis) or market.

Depreciation and amortization
Depreciation  and amortization are provided on the  straight-line
basis  over the estimated useful lives of the assets,  which  are
generally  from  three to five years, except for buildings  which
are  depreciated over thirty years.  Assets under capital  leases
and  leasehold improvements are amortized over the shorter of the
asset   life   or  the  remaining  lease  term.   Capital   lease
amortization is included with depreciation expense.

Revenue recognition and product warranty
Revenue is recognized upon product shipment.  Revenue from  sales
to  certain  distributors  is  subject  to  agreements  providing
limited  rights of return, as well as price protection on  unsold
merchandise.   Accordingly,  the Company  records  reserves  upon
shipment  for estimated returns, exchanges and credits for  price
protection.  The Company also provides for the estimated cost  to
repair  or replace products under warranty at the time  of  sale.
The  Company currently warrants its products against  defects  in
parts  and  labor  from the date of shipment with  an  additional
three  months  allowed  for distributors to  account  for  "shelf
life".  All products currently in production are warranted for  a
period of 36 months after shipment.

Advertising expense
Cooperative advertising costs are charged as the related  revenue
is  earned  and other advertising costs are expensed as incurred.
Advertising costs were not significant for the nine months  ended
December  28, 1996 and the fiscal years ended March 30, 1996  and
March 25, 1995, respectively.

Accounting for income taxes
The Company accounts for income taxes under the liability method.
Under  the  liability method, deferred tax assets and liabilities
are  determined based on differences between financial  reporting
and  tax  bases of assets and liabilities and are measured  using
the  enacted tax rates and laws that will be in effect  when  the
differences are expected to reverse.  The Company is required  to
adjust its deferred tax liabilities in the period when tax  rates
or  the  provisions  of  the income tax laws  change.   Valuation
allowances are established to reduce deferred tax assets  to  the
amounts expected to be realized.

Foreign currency translation
The  functional currency for all foreign operations is  the  U.S.
dollar.   As such, all material foreign exchange gains or  losses
are  included  in  the  determination of net  loss.  Net  foreign
exchange  losses  included in net loss for the nine months  ended
December  28, 1996 and the fiscal years ended March 30, 1996  and
March 25, 1995 respectively, were immaterial.

Concentrations of credit risk
Financial  instruments which potentially subject the  Company  to
concentrations  of  credit  risk consist  primarily  of  accounts
receivable and cash equivalents.  The Company's products are sold
worldwide to original equipment manufacturers, distributors,  and
retailers.   Concentration of credit risk  with  respect  to  the
Company's  trade receivables is limited by the Company's  ongoing
credit  evaluation  process  and the geographical  dispersion  of
sales transactions.  Therefore, the Company generally requires no
collateral  from  its  customers.   The  allowance  for  doubtful
accounts  is  based  upon  the  expected  collectibility  of  all
accounts receivable.  The Company has cash equivalent and  short-
term investment policies that limit the amount of credit exposure
to  any one financial institution and restrict placement of these
funds  to  financial  institutions evaluated  as  highly  credit-
worthy.   As  of December 28, 1996, the Company had one  customer
who  accounted  for  more  than  10%  of  the  outstanding  trade
receivables.   No  customers  accounted  for  more  than  10%  of
outstanding trade receivables at March 30, 1996.  If the customer
fails  to  perform its obligations to the Company,  such  failure
would have adverse effects upon the Company's financial position,
results of operations, cash flows, and liquidity.

Long-lived assets
Effective   March   31,  1996,  the  Company  adopted   Financial
Accounting  Standards Board issued Statement No. 121 (SFAS  121),
"Accounting for the Impairment of Long-Lived Assets and for Long-
Lived  Assets to Be Disposed Of," which requires the  Company  to
review  for  impairment of long-lived assets whenever  events  or
changes in circumstances indicate that the carrying amount of  an
asset  might  not  be  recoverable.  In  certain  situations,  an
impairment  loss would be recognized.  The adoption of  SFAS  121
did  not  impact the Company's financial position or  results  of
operations.

Stock-based compensation
As  of March 31, 1996, the Company has adopted the provisions  of
SFAS  No.  123,  "Accounting for Stock-Based  Compensation."   In
accordance with SFAS No. 123, the Company intends to continue  to
apply  Accounting  Principles Board  Opinion  (APB)  No.  25  for
purposes  of  determining net income and to adopt the  pro  forma
disclosure  requirements  of  SFAS  No.  123.   Accordingly,   no
compensation  cost has been recognized for the 1996 Stock  Option
Plan.

Recent accounting pronouncements
The  Company  plans  to  adopt  SFAS  No.  125,  "Accounting  for
Transfers  and  Servicing of Financial Assets and Extinguishments
of Liabilities," effective fiscal 1997.  The adoption of SFAS No.
125  is  not expected to have a material effect on the  financial
statements of the Company.

In February 1997, the Financial Accounting Standards Board issued
SFAS  No.  128, "Earnings Per Share" (SFAS 128), which  specifies
the  computation,  presentation and disclosure  requirements  for
earnings  per  share.  SFAS 128 supersedes  APB  No.  15  and  is
effective  for  financial statements issued  for  periods  ending
after  December 15, 1997.  SFAS 128 requires restatement  of  all
prior-period  earnings  per  share  data  presented   after   the
effective  date.   SFAS 128 is not expected to  have  a  material
impact on the Company's financial position, results of operations
or cash flows.


2.  SUPPLEMENTAL FINANCIAL STATEMENT DATA (in thousands)

                                  December 28,    March 30,
                                      1996           1996
Inventories:

  Raw materials                      $33,012       $76,505
  Work-in-process                    15,674         37,614
  Finished goods                     32,192         41,816
                                    $80,878       $155,935

Property, plant and equipment, at cost:

 Buildings                          $29,512        $24,984
 Machinery and equipment            194,644        192,115
 Furniture and fixtures              13,300         14,118
 Leasehold improvements              12,695         13,870
                                    250,151        245,087
 Less accumulated depreciation
  and amortization                 (158,078)      (156,925)
  Net property, plant and equipment $92,073        $88,162

Accrued and other liabilities:

 Income taxes payable                $5,088         $7,499
 Accrued payroll and
  payroll-related expenses           17,159         16,727
 Accrued warranty                    20,194         23,751
 Accrued expenses                    42,780         18,934
 Collections payable for
  receivables sold                   54,386              -
 Long-term debt and capital
 lease obligations due within one year   71          1,879
                                   $139,678        $68,790


3.  INTERIM  FINANCIAL INFORMATION (in thousands)

                                   December 28,  December 30,
Nine months ended                      1996          1995
                                                 (unaudited)
Revenue                               $798,884     $954,040
Gross margin                           (89,974)      60,648
Provision for income taxes                 824        2,127
Net loss                              (256,326)     (82,948)


4.  FINANCIAL INSTRUMENTS

Fair value disclosures
The fair values of cash and cash equivalents approximate carrying
values due to the short period of time to maturity.  The carrying
values of notes receivable, which are classified in other assets,
approximate fair values.  The fair values of the Company's  fixed
rate debt are estimated based on the current rates offered to the
Company  for  similar  debt instruments  of  the  same  remaining
maturities.  The fair values of the Company's variable rate  debt
approximate  carrying  values as these instruments  are  adjusted
periodically during the course of the year at market prices.  The
fair  values of the Company's convertible subordinated debentures
are based on the bid price of the last trade for the period ended
December 28, 1996.

The  carrying  values and fair values of the Company's  financial
instruments are as follows:

(In thousands)             December 28, 1996    March 30, 1996
                         Carrying  Estimated  Carrying   Estimated
                          amount  fair value   amount   fair value
Cash  and  cash  
equivalents              $31,313     $31,313    $52,794    $52,794
Notes receivable          11,492      11,492      4,000      4,000
Short and long-term debt
  fixed rates             13,800      13,800     15,576     15,539
    variable  rates      265,000     265,000     96,000     96,000
  debt from parent -
   fixed rates                 -           -     65,000     65,000
Convertible subordinated
    debentures           100,000      68,000    100,000     77,000


Derivative financial instruments
The  Company  enters  into currency forward contracts  to  manage
foreign  currency  exchange risk associated  with  the  Company's
manufacturing operations in Singapore.  The Company's  policy  is
to hedge all material transaction exposures on a quarterly basis.
Contracts  are generally entered into at the end of  each  fiscal
quarter  to  reduce foreign currency exposures for the  following
fiscal  quarter.   Contracts generally have maturities  of  three
months  or  less.   Any gains or losses on these instruments  are
accounted   for  in  accordance  with  Statement   of   Financial
Accounting Standards No. 52, "Foreign Currency Translation,"  and
are  generally included in cost of revenue.  Unrealized gains  or
losses  on foreign currency forward contracts that are designated
and  effective  as hedges of firm commitments, are  deferred  and
recorded  in  the  same  period  as the  underlying  transaction.
Notional  amounts of outstanding currency forward contracts  were
$17,286,000 and $2,659,000, as of December 28, 1996 and March 30,
1996, respectively.


5.  DISPOSALS OF OPERATIONS

In  May  1996, the Company entered into an agreement  to  sell  a
majority  interest in International Manufacturing Services,  Inc.
(IMS) to certain IMS management and other investors (Buyer).   At
completion of the transaction in June 1996, the Company  received
$25  million  in  cash  and $20 million in notes  from  IMS,  and
retained a 23.5% ownership interest in IMS.  With the stockholder
deficit  of  IMS  and  the subordination of the  Company's  notes
receivable  from IMS to bank debt of IMS, combined  with  certain
specified conditions which must be achieved before any payment of
principal  will occur, the Company has fully reserved  its  notes
from  IMS.  Pursuant to the terms of the agreements, the  Company
made various representations and warranties as to itself and  IMS
and  has  agreed  to  indemnify Buyer for any  breaches  thereof.
Generally,  in  the  event that losses from  such  breaches  when
aggregated   exceed  $500,000,  Buyer  shall   be   entitled   to
indemnification for all losses, including the first  $500,000  up
to  a  maximum  total  of  $17,500,000,  provided  that  tax  and
environmental  representations are not subject to  the  liability
limit.   IMS  supplies  the Company with  printed  circuit  board
assemblies (PCBA), sub-assemblies and fully integrated  box-build
products under a manufacturing services agreement.

During  fiscal  year ended March 25, 1995, the Company  sold  its
interest  in  Maxoptix to Kubota Electronics America  Corporation
(KEA),  a Delaware company.  Prior to the sale, Maxtor and Kubota
Corporation  (the  ultimate parent of  KEA)  owned  67%  and  33%
interests  in Maxoptix, respectively.   As a result of the  sale,
the  Company recorded a gain of approximately $10.0 million.  The
operations  of  Maxoptix for fiscal year 1995 were immaterial  to
the  Company's  statements  of  operations,  balance  sheets  and
statements of cash flows.


6.  MAJOR CUSTOMERS AND GEOGRAPHIC INFORMATION

The  Company  operates in a single industry segment: the  design,
manufacture  and  sale of data storage products for  desktop  and
notebook  computer systems.  It has a world-wide  sales,  service
and  distribution  network.  The Company markets  and  sells  its
products  through a direct sales force to OEMs, distributors  and
other   emerging  sales  channels  such  as  computer   specialty
retailers and computer superstores.

During  the fiscal period ending December 28, 1996, one  customer
accounted  for  more  than  10% of  the  Company's  revenue.   No
customers accounted for more than 10% of the Company's revenue in
fiscal years 1996 and 1995.

The  Company's export sales represented 48%, 41% and 48% of total
revenue  for the nine months ended December 28, 1996, and  fiscal
years  ended  March  30, 1996 and March 25,  1995,  respectively.
Approximately 38%, 60%, and 53% of export sales were  to  Europe,
while  55%, 35% and 38% of export sales were to Asia Pacific  for
the  nine  months ended December 28, 1996 and fiscal years  ended
March 30, 1996 and March 25, 1995, respectively.

Operations  outside the United States primarily  consist  of  the
manufacturing plant in Singapore that produces subassemblies  and
final  assemblies  for the Company's disk  drive  products.   The
geographic breakdown of the Company's activities for each of  the
three fiscal periods is presented in the following table:

(In thousands)                 U.S.  Asia
                                     Pacific  Elim-
                                              inations   Con-
                                                       solidated
Nine months ended December 28, 1996
Revenue from unaffiliated
 customers                  $751,597  $20,058   $    -   $771,655
Revenue from affiliated
 customers                    25,712    1,517        -     27,229
Transfers between geographic
 locations                    14,150  918,488 (932,638)         -
Revenue                      791,459  940,063 (932,638)   798,884
Income (loss) from
 operations                 (323,061)  79,926    4,708   (238,427)
Identifiable assets          286,084  369,631 (341,176)   314,539

Fiscal year ended March 30, 1996
Revenue from unaffiliated
  customers               $1,196,105 $  68,522  $    - $1,264,627
Revenue from affiliated
 customers                     3,417       954       -      4,371
Transfers between
geographic locations          14,600 1,585,545 (1,600,145)     -
Revenue                    1,214,122 1,655,021 (1,600,145) 1,268,998
Income (loss) from
 operations                 (204,376)   95,035         82   (109,259)
Identifiable assets          326,106   397,837   (281,456)   442,487

Fiscal year ended March 25, 1995
Revenue from unaffiliated
 customers                  $884,301   $ 4,987    $     -   $889,288
Revenue from affiliated
 customers                    17,511         -          -     17,511
Transfers between geographic
 locations                    35,268   874,746   (910,014)         -
Revenue                      937,080   879,733   (910,014)   906,799
Income (loss) from
 operations                 (135,848)   59,558        264    (76,026)
Identifiable assets          338,139   293,096   (249,388)   381,847


Revenue  from unaffiliated and affiliated customers is  based  on
the  origin of the sale.  Transfers between geographic  locations
are accounted for at amounts that are above cost.  Such transfers
are   eliminated   in  the  consolidated  financial   statements.
Identifiable  assets  are  those  assets  that  can  be  directly
associated   with   a  particular  geographic  location   through
acquisition  and/or  utilization.  In  determining  each  of  the
geographic   locations'  income  (loss)   from   operations   and
identifiable assets, the expenses and assets relating to  general
corporate  or headquarter activities are included in the  amounts
for  the  geographic locations where they were incurred, acquired
or utilized.


7.  LINES OF CREDIT, DEBT AND CAPITAL LEASE OBLIGATIONS

Lines  of  credit, debt and capital lease obligations consist  of
the following:

                                        December 28,March 30,
(In thousands)                              1996       1996
5.75% Convertible Subordinated
 Debentures due March 1, 2012             $100,000   $100,000
Short-term borrowings; interest
 payable at variable rates ranging from
 5.74% to 6.2% per annum                   136,000     96,000
Short-term borrowings from parent;
 interest payable at rates
 ranging from 5.9% to 6.24%                     -      65,000
Short-term borrowing; interest
 payable at a rate of 6.12%;
 collateralized by equipment                13,800     13,800
Long-term borrowing, interest payable
 at variable rates ranging from
    5.74%    to    6.2%   per   annum       129,000         -
Term loans, principal payable in
 varying monthly, quarterly and
 semi-annual installments through
 October 1996; interest payable at a
 rate of 8.46% per annum; collateralized
 by equipment                                     -       708
Term loans, principal payable in varying
 monthly, bi-monthly and quarterly
 installments through December 1996;
 interest payable at rates ranging from
 7.53% to 8.03% per annum; collateralized
 by equipment                                     -     1,068
Other obligations                               180     1,079
                                            378,980   277,655
Less amounts due within one year            149,871   177,474
Due after one year                         $229,109  $100,181

Future aggregate maturities exclusive of other
 obligations are as follows:

Fiscal year ending                            (In thousands)
1997                                                $149,800
1998                                                   5,000
1999                                                 134,000
2000                                                   5,000
2001                                                   5,000
Later years                                           80,000
Total                                               $378,800

The   5-3/4%  Convertible  Subordinated  Debentures  (Debentures)
originally were convertible at any time prior to maturity, unless
previously  redeemed, into shares of common stock of the  Company
at  a  conversion  rate  of 25 shares per each  $1,000  principal
amount of debentures (equivalent to a conversion price of $40 per
common share), subject to adjustment in certain events.  Pursuant
to  the  terms  of the Indenture governing the Debentures,  dated
March  1, 1987, upon the closing of the acquisition by HEA  under
the Agreement and Plan of Merger, dated November 2, 1995, between
HEA  and  the Company, Debenture holders were entitled to receive
in  lieu  of  shares  of  common stock of the  Company  the  same
consideration  per share received by holders of common  stock  at
the closing of the Merger.  A First Supplemental Indenture, dated
January  11, 1996, provides that each $1,000 principal amount  of
Debentures may be convertible to 25 shares of common stock of the
Company   (equivalent to a conversion price of  $40  per  share),
which  is  immediately converted into a cash payment of  $167.50.
Interest on the Debentures is payable on March 1 and September  1
of  each year.  The Debentures, at the option of the Company, are
redeemable at 100.575% of principal amount as of March  30,  1996
and thereafter at prices adjusting to the principal amount on  or
after  March 1, 1997, plus accrued interest.  The Debentures  are
entitled  to  a  sinking fund of $5,000,000 principal  amount  of
Debentures,  payable annually beginning March 1, 1998,  which  is
calculated  to  retire at least 70% of the  Debentures  prior  to
maturity.  The Debentures are subordinated in right to payment to
all senior indebtedness.

On March 30, 1996, the Company entered into a accounts receivable
securitization program with Citicorp Securities, Inc.  Under this
program,  the  Company  can  sell its  qualified  trade  accounts
receivable up to $100 million on a non-recourse basis.  The  face
amount  of the eligible receivables are discounted based  on  the
Capital  Receivables Corporation commercial paper rate (5.68%  as
of  December 28, 1996) plus commission and is subject  to  a  10%
retention.   As of December 28, 1996, $38.1 million in  sales  of
accounts  receivable,  for  which  proceeds  had  not  yet   been
received, were included in accounts receivable and $54.4  million
in  collections  of  accounts receivable not  yet  remitted  were
included in accrued and other liabilities.

On January 31, 1996 the Company signed a one year credit facility
in  the  amount of $13.8 million to be used for capital equipment
requirements at the Singapore facility.  This credit facility  is
guaranteed  by  HEI and all outstanding amounts of principal  and
accrued  interest were payable on February 2, 1997.   In  January
1997,  this  facility  was renewed under  similar  terms  for  an
additional year, due on January 30, 1998.

On   April  10,  1996,  the  Company  obtained  a  $100   million
intercompany line of credit from HEA.  This line of credit allows
for  draw  downs  up  to  $100 million and  interest  is  payable
quarterly.   All  outstanding amounts of  principal  and  accrued
interest  are due and payable on April 10, 1997.  As of  December
28, 1996, no amount was outstanding.

On  August  29,  1996,  the  Company established  two  unsecured,
revolving  lines of credit totaling $215 million (the Facilities)
through  Citibank, N.A. and syndicated among fifteen  banks.   In
September,  the  Facilities were increased $10 million  to  total
$225  million. The Facilities are guaranteed by HEI.  A total  of
$96  million  of  the  Facility is a 364-day committed  facility,
renewable  annually  at the option of the syndicate  banks.   The
facility  is  used primarily for general operating  purposes  and
bears interest at a rate based on LIBOR plus 0.53 percent.  As of
December 28, 1996, $96 million of borrowings under this  line  of
credit  were  outstanding.   A  total  of  $129  million  of  the
Facilities is a three year committed facility that is also   used
primarily for general operating purposes and bears interest at  a
rate  based on LIBOR plus 0.53 percent.  As of December 28, 1996,
$129  million  of  borrowings under  this  line  of  credit  were
outstanding.

From  September  30,  1996  to December  28,  1996,  the  Company
obtained  credit  facilities amounting  to  $40  million  in  the
aggregate  from three banks. The facilities, which are guaranteed
by HEI, will be used primarily for general operating purposes and
bear  interest  at a rate ranging from 5.97 to  LIBOR  plus  0.53
percent.   As  of  December 28, 1996, $40 million  of  borrowings
under this line of credit were outstanding.

Subsequent  to  December  28, 1996, the Company  obtained  a  $20
million  three  month line of credit.  This  facility,  which  is
guaranteed  by HEI, will be used primarily for general  operating
purposes  and bears interest at a rate based on LIBOR  plus  0.60
percent.  As of March 1, 1997, $20 million was outstanding.

Under  the terms of the Company's line of credit facilities,  the
Company  may not declare or pay any dividends without  the  prior
consent of its lenders.


8.  COMMITMENTS AND CONTINGENCIES

The  Company  leases  certain  of its  principal  facilities  and
certain   machinery   and   equipment   under   operating   lease
arrangements.  The future minimum annual rental commitments as of
December 28, 1996 are as follows:

Fiscal year ending                             (In thousands)
1997                                                 $ 9,851
1998                                                   7,594
1999                                                   4,100
2000                                                   1,452
2001                                                     891
Later years                                           10,416
Total                                                $34,304

The  above  commitments extend through fiscal year 2016.   Rental
expense  was  approximately $8,905,000 for the nine months  ended
December  28,  1996, and $11,960,000 and $16,998,000  for  fiscal
years ended March 30, 1996 and March 25, 1995, respectively.
On  December  20, 1996, the Company filed an action  in  Colorado
District  Court, County of Boulder, against StorMedia, Inc.,  its
subsidiary, StorMedia International, Ltd. and its Chief Executive
Officer, William J. Almon.  The Company's complaint arises out of
an  agreement  for  the purchase of media  by  the  Company  from
StorMedia, and alleges breach of contract, breach of the  implied
warranty   of   fitness,  breach  of  the  implied  warranty   of
merchantability, fraud and negligent misrepresentation, and seeks
compensatory money damages, including, but not limited to  actual
damages,  incidental  damages, and  consequential  damages.   The
action was stayed in early March 1997.

In  November 1995, three separate actions (Wacholder v. Gallo, et
al.,  Silver v. Maxtor, et al., and Barrington v. Gallo, et  al.)
were filed in the Court of Chancery of the State of Delaware,  in
and  for  New Castle County which generally alleged a  breach  of
fiduciary  duty  by  the Company's directors in  connection  with
HEA's offer to purchase the Company.  These actions, which sought
class  certification,  and preliminary and  permanent  injunctive
relief  to  prevent  the  acquisition, as  well  as  damages  and
attorneys'  fees,  were consolidated with  a  similar  California
action  (Campanella v. Maxtor, et al.).  In December 1996,  in  a
settlement  approved  by  the Delaware Court,  the  matters  were
settled  in  exchange for certain additional disclosures  by  the
Company  to its shareholders regarding the circumstances  of  the
tender  offer, and payment by the Company of plaintiffs'  counsel
fees and costs totaling $315,000.

The  Company has been notified of certain other claims, including
claims  of  patent infringement.  While the ultimate  outcome  of
these  claims and the claims described above is not determinable,
it  is reasonably possible that resolution of these matters could
have  a  material impact on the financial condition,  results  of
operations or cash flows of the Company.


9.  RELATED PARTY TRANSACTIONS

HEI  has committed to provide financial support necessary for the
Company to continue operations on an ongoing basis.

In  January 1996, the Company became a wholly owned subsidiary of
HEA.  Subsequently, trading of Maxtor common stock on the  NASDAQ
National  Market  was suspended. Currently, there  is  no  public
market for the Company's equity securities.  The Company's 5-3/4%
convertible  subordinated Debentures, due March 1,  2012,  remain
publicly traded.

In  May 1995, the Company entered into a definitive manufacturing
agreement  with  HEI.   Under the terms  of  the  agreement,  HEI
manufactured Maxtor-designed hard disk drives for the Company  at
a  site  in  Korea.  In October 1996, the manufacturing agreement
was  canceled and production at the Korean manufacturing site was
transferred  to Maxtor's manufacturing facilities  in  Singapore.
As  part  of  the  transfer,  Maxtor purchased  $4.3  million  in
inventories.   In  addition, Maxtor purchased  approximately  $14
million  of  HEI's  manufacturing equipment  from  November  1996
through  February 1997, payable one year from invoice date.   HEI
will  bear  all  other costs associated with  the  shut  down  of
production in Korea.


10.  STOCKHOLDER'S DEFICIT

Preferred stock
The Company has one class of $0.01 par value preferred stock with
95,000,000  shares authorized, designated as Series  A  Preferred
Stock.   Each  share  of preferred stock is convertible,  at  the
option of the holder, to shares of the Company's common stock  on
a  one  for  one  basis,  subject  to  adjustment  under  certain
circumstances   pursuant   to  anti-dilution   provisions.    The
preferred stock automatically converts to common stock  upon  the
earlier  of  the time the consent of at least a majority  of  the
outstanding  Series A preferred stock subject to such  conversion
is  obtained,  or  the closing of the sale of  the  Corporation's
securities  pursuant  to a firm commitment,  underwritten  public
offering.   The holders of preferred shares are entitled  to  one
vote  for  each  share of common stock into which  the  preferred
stock is convertible.

Holders  of  Series A preferred stock are entitled to  dividends,
when and as declared by the Board of Directors, at an annual rate
of $0.40 per share.  Dividends are noncumulative, and to date, no
dividends have been declared or paid by the Company.

The  Series  A  preferred stock has a liquidation  preference  of
$6.70  per share, plus any declared but unpaid dividends on  such
shares.

In June 1996, the Company entered into an exchange agreement with
HEA  whereby  HEA  exchanged  600  shares  of  Common  Stock  for
58,208,955  shares of Series A Preferred Stock, $.01  par  value.
As  of December 28, 1996, 58,208,955 shares of Series A Preferred
Stock  and no shares of Common Stock, $.01 par value, were issued
and  outstanding and none of the outstanding shares of  Series  A
Preferred  Stock or Common Stock were held by persons other  than
the parent of the registrant.

At  the time of the acquisition by HEA, the Company canceled  its
employee stock purchase plan and stockholder rights plan.

Stock options
Effective  as  of  the acquisition by HEA, the  Company's  Fiscal
1988, 1992, 1995 Stock Option Plans and the 1986 and 1996 Outside
Directors  Stock  Option Plans terminated and  were  subsequently
replaced by the Company's 1996 Stock Option Plan (the Plan).  The
Plan  was  approved by the Board of Directors  in  May  1996  and
provides  for  a maximum of 10,272,168 shares to be reserved  for
grant.  Options under the Plan expire ten years from the date  of
grant.

The  Plan generally provides for non-qualified stock options  and
incentive  stock  options to be granted  to  eligible  employees,
consultants, affiliates and directors of the Company at  a  price
not  less than 85% of the fair market value at the date of grant,
as  determined by the Board of Directors.  The Board of Directors
or  an  executive committee appointed by the Board also  approves
other  terms  such as number of shares granted and exercisability
thereof.  Any person who is not an employee may be granted only a
non-qualified stock option.  Options granted under the Plan  vest
over a four-year period with 25% vesting at the first anniversary
date  of  the  vest date and 6.25% each quarter thereafter.   The
vesting schedule for new participants begins February 1, 1996  or
hiring date, whichever is later.

The  Company has the right to repurchase any vested shares at the
greater  of  the  exercise  price  or  fair  market  value   upon
termination of service by the holder.  The Company has a  90  day
right  of  first  refusal whereby the Company may repurchase  all
shares held by the holder on the same terms and at the same price
as  offered  by a third party.  The holder must give the  Company
written notice prior to any proposed transfer.

The  following table summarizes option activity through  December
28, 1996:

                                        Options outstanding
                       Shares             Average
(In thousands, except shareavailable    price per Aggregate
and per share amounts)for grant  Shares    share     value
Balance at
 March 26, 1994      2,806,496  5,851,877   $6.38   $  37,332
Shares reserved      2,015,000          -       -           -
Options granted     (2,752,075) 2,752,075    4.51      12,400
Options exercised            - (1,112,825)   3.78     (4,209)
Options canceled     1,338,162 (1,338,162)   6.49     (8,690)
Cancellation of 1985
 Stock Option Plan    (227,071)         -       -           -
Balance at
 March 25, 1995      3,180,512  6,152,965     5.99     36,833
Options granted     (1,940,547) 1,940,547     4.75      9,226
Options exercised            - (1,134,805)    4.18     (4,745)
Options canceled       992,862   (992,862)    5.56     (5,519)
Plan shares expired   (151,886)         -        -          -
Options canceled
 due to acquisition (2,080,941)(5,965,845)    6.00    (35,795)
Balance at
 March 30, 1996              -          -       -           -
Shares reserved     10,272,168          -       -           -
Options granted     (9,322,198) 9,322,198     3.00     27,966
Options canceled     2,216,698 (2,216,698)    3.00     (6,650)
Balance at
 December 28, 1996   3,166,668  7,105,500    $3.00    $21,316

No  shares  were vested as of December 28, 1996.  There  were  no
shares outstanding subject to repurchase as of December 28, 1996,
March 30, 1996 and March 25, 1995.

Under SFAS No. 123, the Company is required to calculate the pro-
forma  fair market value of options granted and report the impact
that  would result from recording the compensation expense.  Pro-
forma net loss for the nine months ended December 28, 1996 is  as
follows.  Comparable information for the fiscal years ended March
30,  1996  and  March  25,  1996 are not  presented  due  to  the
termination  of  all formally existing options  pursuant  to  the
January 1996 acquisition by HEA.

Nine months ended December 28, 1996
(In thousands)                          As reported Pro forma

Net loss                                   $256,326   $257,488

The pro forma net loss disclosures made above are not necessarily
representative of the effects on pro forma net income (loss)  for
future years as options granted typically vest over several years
and  additional option grants are expected to be made  in  future
years.

Pro-forma compensation expense resulting from stock options is to
be based upon fair value at the date of grant.  To calculate this
fair  value,  the Company has elected to apply the  Black-Scholes
pricing  model  which  is  one of the currently  accepted  models
recognized by SFAS 123.  However, pricing models such  as  Black-
Scholes  were  developed to estimate the  fair  value  of  freely
tradable,    fully    transferable   options   without    vesting
restrictions.   Terms  of  the Company's employee  stock  options
awards  differ  significantly from those for which Black-Scholes,
and  other  models, were developed.  Additionally,  these  models
also  require  highly subjective assumptions  including  expected
time  until  exercise  and future risk free interest  rates  that
greatly affect the calculated fair value.

To  compute  the estimated grant date fair market  value  of  the
Company's  stock option grants for 1996, the following  weighted-
average assumptions were used:

                               Group A   Group B
Risk-free interest rate         6.14%     6.21%
Weighted average expected life 4 years   6 years

No dividend yield and no price volatility are assumed because all
equity is held solely by HEA.

The  weighted average expected life was calculated based  on  the
vesting period and the exercise behavior of each subgroup.  Group
A  represents higher paid participants who tend to exercise prior
to the vesting period to take advantage of tax laws, and Group  B
represents  all other participants.  The risk-free interest  rate
was  calculated  in accordance with the grant date  and  expected
life calculated for each subgroup.

The  following  table summarizes information  for  stock  options
outstanding at December 28, 1996:

         Options Outstanding              Options Exercisable
--------------------------------------   ---------------------
                     Weighted
                     Average   Weighted              Weighted
Remaining            Average   Average
Exercise    Number Contractual Exercise     Number   Exercise
Prices   Outstanding   Life     Price    Exercisable  Price
--------------------------------------------------------------

$3.00 -
 $3.00   7,105,500      9.45     $3.00        -        $3.00



11.  INCOME TAXES

The provision for income taxes consists of the following:

Fiscal period ended     December 28,  March 30, March 25,
(In thousands)                 1996      1996      1995
Current:
 Foreign                      $1,124    $2,526    $2,099
                               1,124     2,526     2,099
Deferred:
 Foreign                        (300)      300       (66)
Total                          $ 824    $2,826    $2,033

The  provision for income taxes differs from the amount  computed
by  applying  the U.S. statutory rate of 35% for the nine  months
ended December 28, 1996 and fiscal years ended March 30, 1996 and
March  25, 1995 loss before income taxes.  The principal  reasons
for this difference are as follows:

Fiscal period ended     December 28, March 30, March 25,
(In thousands)                 1996      1996    1995
Tax at U.S. statutory rate   $(89,442) $(41,982) $(28,066)
Tax savings from foreign
 operations                   (27,104)  (30,757)  (19,732)
Repatriated foreign earnings
 absorbed by current year
 losses                             -    11,624    33,045
U.S. loss not providing
 current tax benefit           52,722    27,325    32,663
Valuation of temporary
 differences                   64,492    36,550   (17,142)
Other                             156        66     1,265
Total                          $  824    $2,826    $2,033

Deferred  income  taxes  reflect  the  tax  effect  of  temporary
differences between the carrying amount of assets and liabilities
for  financial reporting purposes and the amounts used for income
taxes  purposes.   The significant components  of  the  Company's
deferred tax assets and liabilities are as follows:

                                     December 28, March 30,
(In thousands)                           1996        1996
Deferred tax assets:
 Inventory reserves and
  accruals                            $16,211     $6,956
 Depreciation                           5,423      4,102
 Sales related reserves                10,836     12,532
 Net operating loss
  carryforwards                       152,519     99,040
 Tax credit carryforwards              18,252     18,252
 Capitalized research and
  development                          77,466     51,219
 Notes receivable reserve               7,561          -
 Other                                  2,496      2,496
Total deferred tax assets             290,764    194,597
Valuation allowance for deferred
 tax assets                          (251,464)  (160,312)
Net deferred tax assets               $39,300    $34,285

Deferred tax liabilities:
 Unremitted earnings of certain
  foreign entities                    $39,300     $34,585
Total deferred tax liabilities        $39,300     $34,585

Pre-tax   income   from  foreign  operations  was   approximately
$79,000,000,  $95,900,000 and $62,200,000  for  the  nine  months
ended  December  28, 1996 and fiscal years ended March  30,  1996
and March 25, 1995, respectively.  The Company currently enjoys a
tax  holiday  for  its  operations in  Singapore  that  has  been
extended until June 30, 1997.

At  December  28,  1996,  for federal income  tax  purposes,  the
Company  had  net  operating loss carryforwards  of  $426,500,000
which  will expire beginning in fiscal year 2006  and tax  credit
carryforwards  of  approximately $18,300,000  which  will  expire
beginning  in  fiscal  year  1999.   Certain  changes  in   stock
ownership  can  result  in a limitation  on  the  amount  of  net
operating  loss  and tax credit carryovers that can  be  utilized
each  year.   The  Company determined it has  undergone  such  an
ownership  change.   Consequently, utilization  of  approximately
$271,000,000  of  net  operating  loss  carryforwards   and   the
deduction  equivalent of approximately $18,300,000 of tax  credit
carryforwards  will be limited to approximately  $22,400,000  per
year.

The  acquisition  by  HEA of the Company by Hyundai,  more  fully
described in the related party transaction footnote, resulted  in
the  Company  becoming  part of the HEA  consolidated  group  for
federal  income tax purposes during January 1996.  As  a  result,
the  Company's tax loss for the post-acquisition period has  been
computed on a separate tax return basis pending completion  of  a
tax  sharing  agreement which will be entered  into  between  the
Company and HEA.  The Company has not recorded any tax benefit in
its  financial  statements for the amount of the post-change  net
operating loss to be included in the HEA consolidated income  tax
return.



                REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Stockholder
of Maxtor Corporation:

We  have  audited the consolidated financial statements  and  the
financial  statement  schedule of Maxtor Corporation  (a  wholly-
owned  subsidiary of Hyundai Electronics America) listed  in  the
index  on page 53 of this Form 10-K as of and for the nine  month
period  ended December 28, 1996.  These financial statements  and
financial  statement  schedule  are  the  responsibility  of  the
Company's  management.   Our  responsibility  is  to  express  an
opinion  on  these  financial statements and financial  statement
schedule based on our audit.

We  conducted  our  audit in accordance with  generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our audit provides a reasonable basis for our opinion.

In  our  opinion,  the  financial statements  referred  to  above
present  fairly,  in  all  material  respects,  the  consolidated
financial position of Maxtor Corporation as of December 28, 1996,
and the consolidated results of its operations and its cash flows
for  the  nine  month  period  then  ended,  in  conformity  with
generally  accepted accounting principles.  In addition,  in  our
opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as
a   whole,  presents  fairly,  in  all  material  respects,   the
information required to be included therein.


                                      COOPERS  &  LYBRAND L.L.P.


San Jose, California
February 21, 1997



REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


We  have audited the accompanying consolidated balance sheets  of
Maxtor   Corporation  (a  wholly-owned  subsidiary   of   Hyundai
Electronics  America)  as  of March  30,  1996  and  the  related
consolidated  statements  of  operations,  stockholders'   equity
(deficit) and cash flows for each of the two fiscal years in  the
period  ended  March  30,  1996.  Our  audits  also  include  the
financial statement schedule for each of the two fiscal years  in
the period ended March 30, 1996, listed in the Index at Item 14a.
These financial statements and schedule are the responsibility of
the  Company's management.  Our responsibility is to  express  an
opinion on these financial statements and schedule based  on  our
audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above  present fairly, in all material respects, the consolidated
financial  position of Maxtor Corporation at March 30, 1996,  and
the consolidated results of its operations and its cash flows for
each  of  the  two years in the period ended March 30,  1996,  in
conformity with generally accepted accounting principles.   Also,
in our opinion, the related financial statement schedule for each
of  the two fiscal years in the period ended March 30, 1996, when
considered in relation to the basic financial statements taken as
a   whole,   presents  fairly,  in  all  material  respect,   the
information set forth therein.


                                             ERNST & YOUNG LLP



San Jose, California
April 25, 1996



Item  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS   ON
ACCOUNTING AND FINANCIAL DISCLOSURE

Incorporated by reference to Form 8-K filed on July 26, 1996.


                            PART III
                                
                                
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table lists the directors and executive officers of
the Company and their ages as of December 28, 1996.  There are no
family relationships between any director or executive officer of
the  Company.  Executive officers serve at the discretion of  the
Board of Directors.

     Name             Age     Position with the Company

     Mong Hun Chung   48      Chairman of the Board
     Dr. Chong
        Sup Park      49      Vice Chairman and Director
                                Michael R. Cannon   44
                                President, Chief Executive
                                Officer and Director
                                Paul J. Tufano 43   Vice
                                President, Finance, and Chief
                                Financial Officer
     Glenn H. Stevens 46      Vice President, General Counsel and
                              Secretary
     Charles F. Christ 58     Director
     Charles Hill     60      Director
     Y.H. Kim         54      Director

Mong  Hun  Chung  was elected Chairman of the Board  in  February
1994.   Mr. Chung has been Chairman of the Board of Directors  of
Hyundai  Electronics Industries Co., Ltd. in Korea since  January
1992.   He  was President and Representative Director of  Hyundai
Electronics Industries Co., Ltd. in Korea from February  1984  to
December  1991.   Currently, Mr. Chung is also Vice  Chairman  of
Hyundai   Merchant  Marine  Co.,  Ltd.  and  holds   directorship
positions   on  the  boards  of  other  Hyundai  Business   Group
companies.

C.S.  Park was appointed Vice Chairman of the Company's Board  of
Directors  in  June  1996,  and in  September  1996  assumed  the
position  of President and Chief Executive Officer of  HEA.   Dr.
Park  had previously served as the Company's President and  Chief
Executive  Officer  from February 1995 until his  appointment  as
Vice  Chairman.  From 1993 until joining Maxtor, he was President
and  Chief  Executive Officer and a director  of  Axil  Computer,
Inc.,  a workstation computer manufacturer and a Hyundai Business
Group  company, in Santa Clara, California.   Dr. Park remains  a
member of Axil's Board, and also holds directorship positions  on
the  boards  of other Hyundai Business Group companies.   He  was
formerly in various management positions with Hyundai Electronics
Industries  Co.,  Ltd.,  including the position  of  Senior  Vice
President, Semiconductor Sales and Marketing, which he held  from
1990  to  1992.   From 1985 to 1989, Dr. Park was  President  and
Chief  Executive Officer of Hyundai Electronics America.   He  is
currently  a director of Storage Dimensions, Inc., an independent
vendor of high-availability disk and tape storage systems.

Michael  R.  Cannon  was  appointed  President,  Chief  Executive
Officer  and Director of the Company in July 1996.  From  January
1993  until  he  joined Maxtor, Mr. Cannon  held  several  senior
management   positions  with  IBM's  Storage  Systems   division,
including vice president, mobile and desktop business unit;  vice
president,   product   design;  and  vice  president,   worldwide
operations.  From May 1991 to January 1993, he served  as  senior
vice  president of Syquest Technology Inc., and earlier held  the
position  of  vice  president, Southeast  Asia  operations,  with
Imprimis Technology.

Glenn  H.  Stevens joined the Company as Vice President,  General
Counsel  and  Secretary in June 1994.  From August  1992  to  May
1994,  Mr.  Stevens  had a private law practice.   From  1979  to
August   1992,  he  held  various  positions  within  the   legal
department  at U S West, Inc., a telecommunications products  and
services provider, including chief counsel and secretary for  its
research  and  development organization  and  chief  intellectual
property counsel for the family of U S West companies.

Paul  J. Tufano became the Company's Vice President, Finance  and
Chief Financial Officer in August 1996.  Prior to joining Maxtor,
Mr.  Tufano held a variety of management positions at IBM over  a
17  year period from March 1979 to July 1996.  Just prior to  his
Maxtor appointment, Mr. Tufano was manager of worldwide logistics
for  IBM's  storage systems division from October  1995  to  July
1996.  Other management positions included manager of plants  and
controls  for  its  desktop and mobile storage products  business
unit, and controller for IBM's San Jose, California facility.

Charles F. Christ has been Vice President and General Manager  of
the  Components  Division of Digital Equipment Corporation  since
July  1994.   Prior to joining Digital Equipment  Corporation  in
1990,  Mr.  Christ  was  a  senior partner  with  the  management
consulting  group  of  Coopers  &  Lybrand  from  1989  to  1990.
Previously,  he  was  President and Chief  Executive  Officer  of
Digital  Sound Corporation, a telecommunications voice processing
company, from 1986 to 1988.

Charles  Hill  has been a Senior Research Fellow  at  the  Hoover
Institution since 1989.  From 1982 to 1989, he served as Chief of
Staff  of  the  U.S. State Department and Executive Assistant  to
former  U.S. Secretary of State George P. Shultz.  From  1990  to
1996, Mr. Hill was Special Consultant to the Secretary General of
the  United  Nations.  Presently, he is Diplomat-in-Residence  at
Yale University.

Y.  H.  Kim  was  appointed president and  resident  director  of
Hyundai  Electronics  Industries  Co.,  Ltd.  in  October,  1996.
Previously, Mr. Kim had been chief executive officer,  president,
and a director of HEA since 1990.  He continues to be a member of
HEA's  board of directors, and also holds directorship  positions
on  the boards of Symbios Logic Inc., TV/COM International, Inc.,
and Hyundai Semiconductors America (Hyundai Group Cos.).


Item 11.       DIRECTORS AND EXECUTIVE COMPENSATION

DIRECTORS

Effective  in August 1996, non-employee members of the  Company's
Board  of  Directors  receive  the following  compensation:   (i)
$22,000 per year; (ii) $1,000 per year for service as a committee
chairperson;  (iii) $1,500 per full-day quarterly Board  meeting;
and  (iv) a one-time initial grant of a nonqualified stock option
to  purchase  40,000  shares  of the Corporation's  Common  Stock
pursuant  to the Corporation's 1996 Stock Option Plan.  Prior  to
August 1996, non-employee directors were paid $2,000 per year for
service  as a committee chairperson and also received $1,000  per
committee meeting.

EXECUTIVE COMPENSATION

The following table sets forth compensation paid to the Company's
Chief  Executive  Officer,  the  Company's  other  two  executive
officers  whose  total salary and bonus exceeded $100,000  during
the  nine  months ended December 28, 1996, and two other  persons
who  served  as executive officers of Maxtor during a portion  of
the  nine months ended December 28, 1996, whose total salary  and
bonus exceeded $100,000.

                   SUMMARY COMPENSATION TABLE

                      Annual Compensation          Long-Term
             --------------------------------
                                                 Compensation
                                                    Awards  __
                                                 -------------  
                                         Other
                                         Annual             All
Other
  Name and   Fiscal Yr. Salary  Bonus  Compensa- Options Compen
                                                         sation
Principal
 Position     Ended (15) $  __$__      tion($) (Shares)_ ($)(14)
----------  ----------  -----   ------   -----  ------  -------

Michael R.
Cannon (1) Dec. 28,1996   240,387 250,000(2)    -  900,000       -
President,
and Chief  Mar. 30, 1996       -       -       -        -       -
Executive
Officer    Mar. 25, 1995       -       -       -        -       -

Glenn H.
Stevens    Dec. 28, 1996  149,078       -       -   70,000     3,219
VP, General
Counsel    Mar. 30, 1996  185,771       -       -   40,000       195
and
Secretary  Mar. 25, 1995  138,753       -       -   60,000       190

Paul J. Tufano (3)
           Dec. 28, 1996   92,879  50,000(4)    -  100,000     2,322
VP, Finance 
and        Mar. 30, 1996        -       -       -        -         -
Chief Financial
Officer    Mar. 25, 1995        -       -       -        -         -

Non-Continuing
Executive Officers

C. S. Park (5)
           Dec. 28, 1996  200,002       -        -  40,000 (6)  4,000
President
and Chief
           Mar. 30, 1996  400,005       -        -       -      2,046
Executive
Officer    Mar. 25, 1995   73,289 (7)   -        -  505,000(8)      -

Richard D.
Balanson (9)
           Dec. 28, 1996  299,728       -       -        -         -
Executive VP,
and        Mar. 30, 1996  351,596       -  207,475(10) 60,000   2,080
Chief Technical
Officer    Mar. 25, 1995  202,795 176,292(11)    -    300,000      50

Rick R.
Brantmeyer (12)
           Dec. 28, 1996  185,814   25,000      -        -      1,520
Senior Vice
President,
           Mar. 30, 1996  144,228   50,000(13)   -   100,000    1,595
Marketing
and        Mar. 25, 1995        -       -        -         -        -
Worldwide Sales
____________________

(1)  Mr.Cannon   joined  the  Company  as  President  and   Chief
     Executive Officer in July 1996.

(2)  Represents bonus paid in accordance with the Company's offer
     letter to Mr. Cannon.

(3)  Mr. Tufano joined the Company as Vice President, Finance and
     Chief Financial Officer in August 1996.

(4)  Represents bonus paid in accordance with the Company's offer
     letter to Mr. Tufano.

(5)  Dr.   Park  was  appointed  Vice  Chairman  in  June   1996.
     Previously,  he  had  been  President  and  Chief  Executive
     Officer since February 1995.  Dr. Park has been a member  of
     Company's Board of Directors since February 1994.

(6)  Represents  a one-time grant of a nonqualified stock  option
     to  purchase 40,000 shares of the Corporation's Common Stock
     pursuant to the Corporation's 1996 Stock Option Plan related
     to Dr. Park's appointment as Vice Chairman.

(7)  Includes $31,750 which represents payment for director  fees
     for  Dr. Park's service as an outside director prior to  his
     election  as  President  and  Chief  Executive  Officer   in
     February 1995.

(8)  Includes  options for 5,000 shares granted  under  the  1986
     Outside  Directors  Plan and an option  for  500,000  shares
     granted  under  the 1995 Stock Option Plan upon  Dr.  Park's
     appointment as Chief Executive Officer in February 1995.

(9)  Dr.  Balanson's  employment with the Company  terminated  in
     June 1996.

(10) Includes  $207,475  in  relocation  reimbursements  paid  in
     fiscal year ended March 30, 1996.

(11) Represents  bonus  in  the  amount  of  $176,292   paid   in
     accordance with the Company's offer letter to Dr. Balanson.

(12) Mr.  Brantmeyer's employment with the Company terminated  in
     June 1996.

(13) Represents bonus in the amount of $50,000 paid in accordance
     with the Company's offer letter to Mr. Brantmeyer.

(14) The   amounts   shown  in  this  column,  unless   otherwise
     indicated,  represent the Company's annual contributions  to
     the Maxtor Savings Retirement Plan, a 401(k) plan.  All U.S.
     employees are eligible to participate in this Plan.

(15) As  a result of the Company's change in fiscal year end, the
     fiscal period ended December 28, 1996 comprises nine months.


AGREEMENTS WITH EXECUTIVE OFFICERS

On  June  7, 1996, Maxtor entered into a Confidential Resignation
Agreement and General Release of Claims with Richard D.  Balanson
(the  "Balanson Agreement").  Pursuant to the Balanson Agreement,
Mr.  Balanson  resigned  from  his  position  as  Executive  Vice
President  and  Chief Technical Officer and from  his  employment
with  Maxtor effective June 7, 1996.  In exchange for his release
of  all claims against Maxtor, the Company provided the following
benefits to Mr. Balanson:  (i) payment of $275,000.00 over a six-
month  period; (ii) continuation of health benefits for a  three-
month  period  following his resignation; and (iii)  outplacement
services.

On  June  7, 1996, Maxtor entered into a Confidential Resignation
Agreement  and General Release of Claims with Rick R.  Brantmeyer
(the   "Brantmeyer  Agreement").   Pursuant  to  the   Brantmeyer
Agreement,  Mr. Brantmeyer resigned from his position  as  Senior
Vice President, Marketing and Sales, and from his employment with
Maxtor  effective June 7, 1996.  In exchange for his  release  of
all  claims  against Maxtor, the Company provided  the  following
benefits  to Mr. Brantmeyer:  (i) payment of $125,000.00  over  a
six-month  period;  (ii) continuation of health  benefits  for  a
three-month   period   following  his  resignation;   and   (iii)
outplacement services.

In  August 1996, the Company entered into a letter agreement with
Mr. Paul J. Tufano, its current Vice President, Finance and Chief
Financial  Officer,  relating to terms  of  his  employment,  his
initial level of compensation and payment of certain compensation
in  the  event of his termination from the Company under  certain
circumstances.   The agreement provides for base compensation  of
$230,000  per  year;  payment  of a sign-on  bonus  of  $100,000,
payable in two equal installments in July 1996 and January  1997;
an  annual bonus opportunity of approximately $115,000;  and  the
grant  of  options  to purchase 100,000 shares of  the  Company's
Common  Stock  vesting over a four (4) year period.   The  letter
agreement  further  provides that in  the  event  Mr.  Tufano  is
terminated  by the Company without cause, the Company  shall  pay
Mr.  Tufano the equivalent of  nine months' base salary plus  any
portion  of the sign-on bonus remaining unpaid as of the date  of
such termination.

In  July  1996, the Company entered into a letter agreement  with
Mr.  Michael R. Cannon, its current President and Chief Executive
Officer,  relating to terms of his employment, his initial  level
of  compensation and payment of certain compensation in the event
of  his termination from the Company under certain circumstances.
The  agreement  provides for base compensation  of  $500,000  per
year;  payment of a sign-on bonus of $1,000,000, payable in  four
equal  quarterly  installments  beginning  on  the  last  day  of
December,  1996;  an  annual bonus opportunity  of  approximately
$250,000; and the grant of options to purchase 900,000 shares  of
the  Company's Common Stock vesting over a four (4) year  period.
The  letter  agreement further provides that  in  the  event  Mr.
Cannon  is  terminated by the Company without cause, the  Company
shall  pay  Mr. Cannon the equivalent of one year's  base  salary
plus any portion of the sign-on bonus remaining unpaid as of  the
date of such termination.

In January 1997, the Company entered into a letter agreement with
Mr.  William Roach, its current Senior Vice President,  Worldwide
Sales, relating to terms of his employment, his initial level  of
compensation,  and  a loan and associated repayment  terms.   The
agreement provides for base compensation of $350,000 per year;  a
$350,000  loan, forgivable on a prorated basis over a  three-year
term; a one-time annual bonus between approximately $175,000  and
$350,000; and  the grant of options to purchase 250,000 shares of
the  Company's Common Stock vesting over a four (4) year  period.
In  accordance with the foregoing agreement, on January 10, 1997,
Mr.  Roach  delivered  to the Company a promissory  note  in  the
principal  amount of $350,000 in exchange for payment to  him  by
the   Company  of  the  loan  amount.   The  note  provides   for
forgiveness of one-third of the outstanding principal balance  on
each  of  the  first three anniversary dates of  his  employment,
provided  that Mr. Roach is an employee of Maxtor  on  each  such
date.  In addition, the promissory note shall be forgiven in full
in  the  event of his termination by the Company for  any  reason
other than willful misconduct of a culpable nature.  In the event
Mr. Roach voluntarily terminates his employment with the Company,
the balance then due shall become immediately due and payable.



             STOCK OPTION GRANTS IN LAST FISCAL YEAR

The  following table sets forth information with respect to stock
options  granted during the nine months ended December  28,  1996
(5)  to  each  of  the executive officers named  in  the  Summary
Compensation Table:

                          Individual Grants
               ----------------------------------           
                                                         Potential
                                                        Realizable
                                                         Value at
                                                         Assumed
                          % of
                          Total                           Annual
                                                         Rates of 
                                                          Stock
                        Options                           Price
                                                       Appreciation
                                                           for
               Number
               of      Granted
                          to                        Option Term(2)
               Options Employees                 ------------------  
                          in    Exer-
                                cise
                                Price    Ex-
                                         pira-
                                         tion
Name           Granted
                (1)      Fiscal
                         Year    Per
                                Share    Date    5%       10%
---------  --------- ------  ------  ------  --------- ----------
Michael R.
Cannon      900,000   9.82% $3.000 7/01/06  $1,698,015 $4,303,105

Glenn H.
Stevens      70,000   0.76% $3.000 5/14/06    $132,068   $334,686

Paul J.
Tufano      100,000   1.09% $3.000 7/29/06    $188,668   $478,123

Non-Continuing
Executive Officers

C. S. Park   40,000(3) 0.43% $3.000 5/14/06    $75,467   $ 191,249

Richard D.
Balanson    300,000(4) 3.22% $3.000 6/07/96         $-          $-

Rick R.
Brantmeyer 100,000(4)  1.07% $3.000 6/07/96         $-          $-



(1)  All  options  were  granted under the Company's  1996  Stock
     Option  Plan ("Plan").  Options granted under the Plan  vest
     over  a  four-year  period with 25%  vesting  at  the  first
     anniversary  date  of the vest date and 6.25%  each  quarter
     thereafter.   The  vesting  schedule  for  new  participants
     begins  February 1, 1996 or hiring date, whichever is later.
     Vested  options  are subject to repurchase by  the  Company.
     The  Board retains discretion to modify the terms, including
     the price of outstanding options.

(2)  In   January  1996,  the  Company  became  a  wholly   owned
     subsidiary  of  HEA.   As  of the  acquisition  and  merger,
     trading of Maxtor common stock on the NASDAQ National Market
     was  suspended. Currently, there is no public market for the
     Company's equity securities.  The potential realizable value
     was determined by the Compensation Committee to the Board of
     Directors based on their good faith estimate of fair  market
     value as of December 28, 1996.

(3)  Represents  a one-time grant of a nonqualified stock  option
     to  purchase 40,000 shares of the Corporation's Common Stock
     pursuant  to  the  Corporation's 1996 Plan  related  to  Dr.
     Park's appointment as Vice Chairman.

(4)  Options   were  canceled  upon  termination  of   employment
     effective June 7, 1996.

(5)  As  a result of the Company's change in fiscal year end, the
     fiscal period ended December 28, 1996 comprises nine months.

                                
            AGGREGATED FISCAL YEAR-END OPTION VALUES
                                
      The  following table sets forth information regarding year-
end  stock option values for each of the executive officers named
in  the  Summary  Compensation Table for the  nine  months  ended
December 28, 1996 (3):

                                                 Value of
                  Number of                     Unexercised
                 Unexercised                     In-the-Money
                  Options at                       Options at
             Fiscal Year End (1)             Fiscal Year End (2)


Name     Unexercisable  Exercisable    Unexercisable  Exercisable
-------  ------------  ------------   --------------  -----------
Michael R.
Cannon     900,000         -                 -             -

Glenn H.
Stevens     70,000         -                 -             -

Paul J.
Tufano     100,000         -                 -             -

Non-Continuing
Executive Officers

C. S. Park  40,000         -                 -             -

Richard D.
 Balanson      -           -                 -             -

Rick R.
 Brantmeyer    -           -                 -             -


There  were  no  option  exercises during the nine  months  ended
     December 28, 1996.

(1)  All  options  were  granted under the Company's  1996  Stock
     Option  Plan ("Plan").  Options granted under the Plan  vest
     over  a  four-year  period with 25%  vesting  at  the  first
     anniversary  date  of the vest date and 6.25%  each  quarter
     thereafter.   The  vesting  schedule  for  new  participants
     begins  February 1, 1996 or hiring date, whichever is later.
     No shares were exercisable as of December 28, 1996.

(2)  As  of  December 28, 1996, the exercise price per share  was
     equal  to the fair market value per share, as determined  by
     the  Board of Directors.  Therefore, there was no value  for
     unexercised in-the-money options.

(3)  As  a result of the Company's change in fiscal year end, the
     fiscal period ended December 28, 1996 comprises nine months.


Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

In June 1996, the Company entered into an exchange agreement with
HEA  whereby  HEA  exchanged  600  shares  of  Common  Stock  for
58,208,955  shares of Series A Preferred Stock, $.01  par  value.
As  of  March  1, 1997, 58,208,955 shares of Series  A  Preferred
Stock and no shares of  Common Stock, $.01 par value, were issued
and  outstanding. As of March 1, 1997, no outstanding  shares  of
Series  A  Preferred Stock or Common Stock were held  by  persons
other than HEA.

In  January 1996, the Company became a wholly owned subsidiary of
HEA.   As  of the acquisition, trading of Maxtor common stock  on
the NASDAQ National Market was suspended. Currently, there is  no
public market for the Company's equity securities.  The Company's
5-3/4%  convertible subordinated Debentures, due March  1,  2012,
remain publicly traded.


                  STOCK OWNERSHIP OF MANAGEMENT
                  AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of March 1,
1997,  with  respect  to  the beneficial ownership  of  Series  A
Preferred  Stock  and Common Stock of Maxtor by (i)  all  persons
known  to  Maxtor to be the beneficial owners of five percent  or
more  of  the outstanding shares of Series A Preferred  Stock  or
Common  Stock  of  Maxtor, (ii) each of  Maxtor's  directors  and
nominees,  (iii)  each  of the executive officers  named  in  the
Summary  Compensation Table and (iv) all executive  officers  and
directors of Maxtor as a group.

                      Number of Shares       Percent of
                      Beneficially Owned     Stock Outstanding
                      -----------------      -----------------
Name or Identity of     Series A
Beneficial  Owner(1)    Preferred  Common   Preferred   Common(2)
-------------------     --------   ------   --------   ---------
Hyundai
Electronics       58,208,955    58,208,955   100.0%         100%
America,
3101 N. First
Street, San Jose,
 CA  95134

Mong Hun Chung (3)         -      12,500         -            *

Dr. Chong Sup Park (3)     -      12,500         -            *

Charles Hill (3)           -      12,500         -            *

Y. H. Kim (3)              -      12,500         -            *

Charles F. Christ (3)      -      12,500         -            *

Michael R. Cannon (4)      -         -           -            -

Glenn H. Stevens (5)       -      21,875         -            *

Paul J. Tufano (4)         -         -           -            -

Richard D. Balanson (6)    -         -           -            -

Rick R. Brantmeyer (6)     -         -           -            -

All executive officers
and directors as a
group (13 persons) (7)     -     171,875         -            *

* Less than one percent (1%)
________________________________________

(1)   The  persons  named  in  the table  have  sole  voting  and
investment power with respect to all shares of Series A Preferred
Stock  and  Common  Stock shown as beneficially  owned  by  them,
subject  to  community  property laws where  applicable  and  the
information contained in the footnotes to this table.

(2)   Calculated  based on the total number of shares  of  Common
Stock outstanding, Series A Preferred Stock outstanding which are
convertible  into shares of Common Stock, and shares  subject  to
options granted under the Company's 1996 Stock Option Plan  which
are exercisable through May 1, 1997.

(3)   Includes  10,000 shares subject to an option granted  under
the Company's 1996 Plan which became exercisable February 1, 1997
and are subject to a right of repurchase by the Company.

(4)   No  shares  subject to options granted under the  Company's
1996 Plan are exercisable within 60 days of March 1, 1997.

(5)   Includes  17,500 shares subject to an option granted  under
the Company's 1996 Plan which became exercisable February 1, 1997
and are subject to a right of repurchase by the Company.

(6)   Mr.  Balanson's  and Mr. Brantmeyer's employment  with  the
Company  terminated on June 7, 1996; their options were  canceled
upon termination.

(7)   44,375  shares are subject to options which are exercisable
within  60  days  of March 1, 1997.  Includes shares  subject  to
options described in footnotes 3, 4 and 5.

For stock options issued to Directors and Officers under the 1996
Stock   Option  Plan,  see  Item  11:   Directors  and  Executive
Compensation on page 43.


Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For  information concerning related party financing  arrangements
with  HEA,  refer  to Part II, Item 8, Footnotes to  Consolidated
Financial Statements, Footnote 7, pages 32 - 33.

In June 1996, the Company entered into an exchange agreement with
HEA  whereby  HEA  exchanged  600  shares  of  Common  Stock  for
58,208,955  shares of Series A Preferred Stock, $.01  par  value.
As  of  March  1, 1997, 58,208,955 shares of Series  A  Preferred
Stock and no shares of  Common Stock, $.01 par value, were issued
and  outstanding. As of March 1, 1997, no outstanding  shares  of
Series  A  Preferred Stock or Common Stock were held  by  persons
other than HEA.

In  May  1996, the Company entered into an agreement  to  sell  a
majority  interest in International Manufacturing Services,  Inc.
(IMS) to certain IMS management and other investors (Buyer).   At
completion of the transaction in June 1996, the Company  received
$25  million  in  cash  and $20 million in notes  from  IMS,  and
retained  a  23.5% ownership interest in IMS.  IMS  supplies  the
Company  with  printed  circuit  board  assemblies  (PCBA),  sub-
assemblies  and  fully  integrated  box-build  products  under  a
manufacturing  services  agreement.   Former  officers   of   the
Company, Bob Behlman (President and CEO of IMS) and Nathan Kawaye
(formerly  Vice  President  and Chief Financial  Officer  of  the
Company),  have left the Company and hold executive positions  at
IMS.

In  May 1995, the Company entered into a definitive manufacturing
agreement  with  Hyundai Electronics Industries Company,  Limited
(HEI).  Under the terms of the agreement, HEI manufactured Maxtor-
designed hard disk drives for the Company at a site in Korea.  In
October  1996,  the  manufacturing  agreement  was  canceled  and
production  at  the Korean manufacturing site was transferred  to
Maxtor's manufacturing facilities in Singapore.  As part  of  the
transfer,  Maxtor  purchased  $4.3 million  in  inventories.   In
addition,  Maxtor  purchased approximately $14 million  of  HEI's
manufacturing equipment, with the purchase price payable one year
from  invoice date.  The equipment was invoiced over  the  period
from  November  1996 through February 1997.  HEI would  bear  all
other costs associated with the shut down of production in Korea.

It   is  the  Company's  policy  to  enter  into  indemnification
agreements  with its officers and directors, (the  "Agreements").
Pursuant  to the Agreements, the Company has agreed to  indemnify
its  officers and directors to the maximum extent permitted under
Delaware law.

For    information   concerning   severance   and    indebtedness
arrangements  with officers of the Company, refer  to  Part  III,
Item 11, Director and Executive Compensation, pages 44 - 45.


                             PART IV
                                
                                
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

      (1) Financial Statements and Financial Statement Schedules
      - See Index to Consolidated Financial Statements under
      Item 8 on page 20 of this report.
                    
     (2) Exhibits
      See Index to Exhibits on pages 53 to 64 hereof.
                                
(b) Reports on Form 8-K

      Item 4.  Change in the Registrant's Certifying Accountant,
          and Item 8.  Change in Fiscal Year, filed July 26, 1996.

      Item 5.  Other Events reporting the establishment of two
               unsecured, revolving lines of credit totaling
               $215 million through Citibank, N. A. and syndicated 
               among fifteen banks, filed September 13, 1996.
               


                         SIGNATURES

Pursuant  to  the  requirements of Section 13  or  15(d)  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, in the City of San  Jose,  State  of
California, on the 26th day of March, 1997.

                                      MAXTOR CORPORATION
                                           (Registrant)

                                 By   /s/Michael R. Cannon
                                      --------------------  
                                         Michael R. Cannon
                                         President, Chief Executive
                                         Officer, and Director

Pursuant  to the requirements of the Securities Exchange  Act  of
1934,  this report has been signed below by the following persons
on  behalf  of the registrant and in the capacities  and  on  the
dates indicated.

Signature                        Title                 Date

/s/ Michael R. Cannon          
--------------------            President,
                                Chief Executive
                                                      March 26,1997
Michael R. Cannon               Officer, and Director



/s/Paul J. Tufano               Vice President,
-----------------               Finance,
                                                     March 26, 1997
Paul J. Tufano                  Chief Financial
                                Officer



/s/ Mong Hun Chung              Chairman of the Board
-------------------                                  March 26, 1997
Mong Hun Chung


/s/ Chong Sup Park              Vice Chairman of the
------------------                                   March 26, 1997
Dr. Chong Sup Park               Board



/s/ Charles Hill                Director      March 26, 1997
----------------
Charles Hill

/s/ Charles F. Christ           Director      March 26, 1997
---------------------
Charles F. Christ

/s/ Y. H. Kim                   Director      March 26, 1997
--------------
Y. H. Kim




                                
                       MAXTOR CORPORATION


                                                      SCHEDULE II


                VALUATION AND QUALIFYING ACCOUNTS

                         (In thousands)


                 Allowance for Doubtful Accounts
                                
_________________________________________________________________
                              Additions
               Balance at     Charged to               Balance at
               Beginning      Cost and  Deductions/    End of
Fiscal Year
 Ended         of Period      Expenses  (Recoveries)   Period
                                         [1]
_________________________________________________________________


December 28,
 1996           $5,196         $1,355    $1,296       $5,255

March 30, 1996  $3,850         $1,232     $(114)      $5,196

March 25, 1995  $3,653         $1,092     $ 895       $3,850




[1]  Uncollectible accounts written off, net of recoveries




                               S-1


Index to Exhibits
=================

2.1  (31) Agreement and Plan of Merger dated November 2, 1995 between
          Registrant, Hyundai Electronics America and Hyundai
          Acquisition, Inc.

3.1   (6) Certificate of Incorporation

3.2   (8) Certificate of Amendment of Certificate of
          Incorporation of Maxtor Corporation, dated December 23,
          1987

3.3   (8) By-Laws as amended July 21, 1987

3.4  (21) Amended and Restated By-Laws of Maxtor Corporation, A
          Delaware Company, effective February 3, 1994

3.5  (21) Restated Certificate of Incorporation of Maxtor
          Corporation effective February 3, 1994

3.6  (36) Amended and Restated Certificate of Incorporation of
          Maxtor Corporation, dated June 6, 1996

3.7  (36) Amended and Restated By-Laws, effective May 14, 1996

3.8  (37) Exchange Agreement effective June 18, 1996, between
          Maxtor Corporation and Hyundai Electronics America

4.1   (3) Form of Certificate of Shares of Registrant's Common Stock

4.2   (7) Maxtor Corporation Rights Plan

4.3  (22) Amendment to Rights Agreement between Registrant and
          the First National Bank of Boston, dated September 10,
          1993

4.4  (32) Amendment No. 2 to Rights Agreement between
          Registrant and the First National Bank of Boston, 
          dated November 2, 1995.

10.1 (1)  Omnilease Corporation Master Lease Agreement No. 300362, 
          dated as of January 14, 1983 and addenda thereof

10.2 (1)  Lease Agreement between Orchard Investment Company No. 801,
          formerly Nelo, a California general partnership and
          Registrant, dated March 23, 1984

10.3 (1)  Lease Commitment between Walter E. Heller & Company and
          Registrant, dated as of March 11, 1985

10.4 (1)  Stock Purchase Agreement between Steven P. Kitrosser and
          Registrant, dated May 21, 1985

10.5 (1)  Stock Purchase Agreement between James McCoy and Registrant,
          dated May 21, 1985

10.6 (1)  Equipment Lease Agreement between Pacific Western (formerly
          Pacific Valley) Bank and Registrant, dated June 26,
          1985

10.7 (1)  Continuing Guaranty between Maxtor Singapore Limited
          and Bank of America N.T. & S.A., dated July 27, 1985

10.8 (9)  Lease Agreement between John Arrillaga, Separate Property
          Trust, Richard T. Perry, Separate Property Trust and
          Registrant, dated August 27, 1986

10.9 (3)  Marketing and Distribution Agreement between Ricoh Company, Ltd.
          and Registrant, dated October 14, 1986

10.10(3)  Land Lease Agreement between Housing and Development
          Board, Singapore and Maxtor Singapore Limited, dated
          December 22, 1986

10.11(3)  Indenture dated February 16, 1987

10.12(8)  Stock Bonus Plan and Cash Bonus Plan between Storage
          Dimensions, Inc. and Registrant dated June 15, 1987

10.13(8)  Merger Agreement between MAXSUB II, Inc., and Storage
          Dimensions, Inc. dated October 26, 1987

10.14(3)  1986 Outside Directors' Stock Option Plan

10.15(3)  Commitment from Union Bank to Registrant regarding
          letters of credit for the benefit of the officers and
          directors of the Registrant

10.16(4)  Agreement and Plan of Reorganization

10.17(9)  Revised Equipment Lease Agreement between Capital
          Associates International, Inc. and Registrant, dated
          September 28, 1988

10.18(9)  Credit Agreement between Bank of America National Trust
          and Savings Association and Registrant, dated October
          18, 1988

10.19(9)  Equipment Lease Agreement between Pitney Bowes Credit
          Corporation and Registrant, dated November 2, 1988

10.20(9)  Equipment Lease Agreement between Concord Leasing
          (Asia) Pte Ltd. and Maxtor Singapore, Limited, dated
          November 16, 1988

10.21(9)  Lease Agreement between Maxtor Singapore, Limited and
          Jurong Town Corporation, dated November 16, 1988

10.22(9)  Lease Agreement between Greylands Business Park Phase
          II and Storage Dimensions, Inc., dated December 14,
          1988

10.23(8)  Stock Purchase Agreement among Registrant, Storage
          Dimensions, Inc., David A. Eeg, Gene E. Bowles, Jr.,
          David P. Williams and David Lance Robinson

10.24(8)  Fiscal 1988 Stock Option Plan

10.25(8)  Employee Stock Purchase Plan

10.26(8)  Dual Currency Loan Agreement between Maxtor Singapore
          Limited, Maxtor Delaware, Maxtor California and
          American Express Bank Limited

10.27(8)  Amended and Restated Fiscal 1985 Stock Option Plan,
          including the Immediately Exercisable Incentive Stock
          Option Agreement and the Immediately Exercisable
          Nonqualified Stock Option Agreement

10.28(9)  Loan Agreement between Probo Pacific Pte Ltd. and
          Maxtor Singapore Limited, dated March 20, 1989

10.29(9)  Loan Agreement between Concord Leasing (Asia) Pte, Ltd.
          and Maxtor Singapore Limited, dated April 14, 1989

10.30(10) Product Discontinuance Agreement between Matsushita
          Communication Industrial Co., Ltd. (MCI) and
          Registrant, dated August 23, 1989

10.31(10) Equipment Lease Agreement between Capital Associates
          International, Inc. and Registrant, dated October 17,
          1989

10.32(10) Maxoptix Corporation 1989 Stock Option Plan

10.33(9)  Forms for Promissory Note and Amended and Restated
          Promissory Note

10.34(10) Amended and Restated Credit Agreement between Bank of
          America National Trust and Savings Association and
          Registrant, dated
          January 31, 1990

10.35(10) Amendment to Lease Agreement between Orchard Investment
          Company No. 801, formerly Nelo, a California general
          partnership, and Registrant, dated February 15, 1990

10.36(10) Sublease Agreement between RACAL-VADIC, a Division of
          Racal Data Communications, Inc. ("Sublessor"), and
          Storage Dimensions, Inc. ("Sublessee"), dated February
          16, 1990

10.37(10) Collateral Sharing and Subordination Agreement between
          Registrant and Standard Chartered Bank, dated April 5,
          1990

10.38(10) Loan and Security Agreement between Registrant and
          MiniScribe Corporation, dated April 5, 1990

10.39(11) Agreement for the Sale and Purchase of Shares in
          Tratford Pte. Ltd. between the Registrant, MiniScribe
          Peripherals (Pte) Ltd. and certain Individuals, dated
          May 8, 1990

10.40(11) Agreement for the Sale and Purchase of Shares in
          Silkmount Limited between MaxSub Corporation, Silkmount
          Limited and certain Individuals, dated May 18, 1990

10.41(11) Assignment of Debt between Registrant, MiniScribe (Hong
          Kong) Limited and certain Individuals, dated May 18,
          1990

10.42(10) Asset Purchase Agreement between Registrant, MiniScribe
          Corporation and Standard Chartered Bank, dated May 30,
          1990

10.43(14) License Agreement with Rodime PLC, dated December 8,
          1987 assigned to Registrant on June 29, 1990

10.44(14) Patent Cross License Agreement with IBM dated October
          1, 1984 assigned to Registrant effective June 30, 1990

10.45(14) Lease Agreement between MiniScribe Corporation and 345
          Partnership dated June 6, 1990, assigned to the
          Registrant effective June 30, 1990

10.46(14) Lease Agreement between Maxtor Colorado and Pratt
          Partnership (Lot 1A), dated July 5, 1990

10.47(14) Lease Agreement between Maxtor Colorado and Pratt
          Partnership (Lot 1C), dated July 5, 1990

10.48(14) Lease Agreement between Maxtor Colorado and Pratt
          Partnership (Lot 4), dated July 5, 1990

10.49(14) Agreement for the Purchase of Land and Improvements
          between Registrant and Nixdorf, dated August 16, 1990

10.50(15) Grant Agreement dated 25 October 1990 between the
          Industrial Development Authority, Maxtor Ireland
          Limited and Registrant

10.51(12) Amendment of Agreement between Registrant, Maxtor
          Colorado, Maxtor California and Standard Chartered
          Bank, dated November 6, 1990

10.52(14) Guarantee for Dastek between Registrant, Dastek and
          Silicon Valley Bank, dated November 30, 1990

10.53(10) Judgment, William Lubliner vs. Maxtor Corporation,
          James M. McCoy, William J. Dobbin, B.J. Cassin, W.
          Charles Hazel and George M. Scalise

10.54(10) Settlement Agreement, William Lubliner vs. Maxtor
          Corporation, et al

10.55(10) Fiscal 1991 Profit Sharing Plan Document

10.56(10) Board of Director Compensation Approved for Fiscal 1991

10.57(14) Resignation Agreement and General Release of Claims
          between Alexander E. Malaccorto and the Registrant,
          dated January 11, 1991

10.58(14) Employment Agreement between James M. McCoy and
          Registrant, dated January 17, 1991

10.59(14) Resignation Agreement and General Release of Claims
          between James N. Miler and the Registrant, dated
          January 20, 1991

10.60(14) Letter Agreement between George Scalise and the
          Registrant, dated February 22, 1991

10.61(14) Resignation Agreement and General Release of Claims
          between Steven Strain and the Registrant, dated
          February 22, 1991

10.62(14) Foothill Capital Credit Facility between Registrant,
          Certain of its Subsidiaries and Foothill Capital
          Corporation, dated April 22, 1991

10.63(14) Employment Agreement between Laurence Hootnick and
          Registrant, dated May 3, 1991

10.64(14) Employment Agreement between Roger Nordby and
          Registrant, dated May 7, 1991

10.65(14) Employment Agreement between Thomas F. Burniece and the
          Registrant, dated May 12, 1991

10.66(15) Amendment of the Registrant's Continuing Guarantee in
          favor of Foothill Capital Corporation, dated July 10,
          1991

10.67(15) Settlement, Resignation and General Release of Claims
          between Registrant and Taroon C. Kamdar, dated August
          2, 1991

10.68(15) Amendment of Registrant's Continuing Guarantee in favor
          of Foothill Capital Corporation, dated August 9, 1991

10.69(15) Amendment No. 1 to Lease by and between John Arrillaga,
          Trustee, and Richard T. Peery, Trustee, and Registrant,
          dated August 23, 1991

10.70(15) Amendment of Registrant's Continuing Guarantee in favor
          of Foothill Capital Corporation, dated September 20,
          1991

10.71(13) Amendment of Agreement between Registrant, Maxtor
          Colorado, Maxtor California and Standard Chartered
          Bank, dated December 27, 1990, and further amended July
          26, 1991 and October 4, 1991

10.72(15) Lease Agreement between Registrant and Devcon
          Associates 31, dated December 6, 1991

10.73(15) Deed of Partial Discharge and Release between Barclays
          Bank PLC and Maxtor Singapore Limited, dated December
          19, 1991

10.74(15) Agreement for Purchase and Sale of Assets among
          Registrant, Read-Rite International, Read-Rite
          Corporation and Maxtor Singapore Limited, dated
          November 14, 1991, and amended December 20, 1991

10.75(15) Asset Purchase Agreement among Registrant, Storage
          Dimensions, Inc. and USD Acquisition, Inc., dated
          December 27, 1991

10.76(15) Resignation Agreement and General Release of Claims
          between Registrant and David S. Dury, dated January 31,
          1992

10.77(15) Sublease between Registrant and Hauser Chemical
          Research, Inc., dated March 23, 1992

10.78(15) First Amendment to Lease Agreement between PCA San Jose
          Associates and Registrant, dated March 25, 1992

10.79(15) Asset Purchase Agreement among Registrant, Maxtor
          Singapore LTD., and Sequel, Inc., dated March 12, 1992,
          and amended March 25, 1992

10.80(5)  Fiscal 1992 Stock Option Plan

10.81(15) Form of Indemnity Agreement between the Registrant and
          each of its Directors and Executive Officers

10.82(15) Maxtor/Sequel 8K/Panther Subcontract Manufacturing and
          Warranty Services Agreement, dated March 23, 1992

10.83(15) Maxtor Corporation 1992 Employee Stock Purchase Plan

10.84(15) Maxtor Corporation 1991 Employee Stock Purchase Plan

10.85(15) Maxtor Corporation FY'93 Incentive Plan Summary

10.86(15) Fiscal 1992 Profit Sharing Plan Document

10.87(17) Security Agreement between Registrant and Chrysler
          Capital Corporation, dated April 14, 1992

10.88(17) Subordination, Non-Disturbance, Estoppel and Attornment
          Agreement between Loma Mortgage USA, Inc. and
          Registrant, dated June 4, 1992

10.89(17) Office Lease between Cabot Associates and Registrant,
          dated July 23, 1992

10.90(17) Revolving Credit Agreement among Registrant, Barclays
          Bank PLC and The First National Bank of Boston, dated
          as of September 9, 1992

10.91(17) Security Agreement between Registrant and the CIT
          Group/Equipment Financing, Inc., dated September 18,
          1992

10.92(17) Deed of Priorities among Maxtor (Hong Kong) Limited,
          Registrant and General Electric Capital Corporation,
          dated September 25, 1992

10.93(17) Lease among Dares Developments (Woking) Limited, Maxtor
          Europe Limited and Registrant, dated October 1992

10.94(16) Stock Purchase and Asset Acquisition Agreement among
          David A. Eeg, Gene E. Bowles, Jr., CP Acquisition, L.P.
          No. 4A, CP Acquisition, L.P. No. 4B, Capital Partners,
          Inc., FGS, Inc., Registrant, Storage Dimensions, Inc.
          and SDI Acquisition Corporation, dated December 4, 1992

10.95(17) Loan and Security Agreement between Registrant and
          Household Bank, f.s.b., dated December 11, 1992

10.96(17) Global Master Rental Agreement between Comdisco, Inc.
          and Registrant, dated December 16, 1992

10.97(17) Amendment No. 1 to Lease between Devcon Associates 31
          and Registrant, dated December 21, 1992

10.98(17) Continuing Guaranty among Maxtor Peripherals (S) Pte.,
          Ltd., Barclays Bank PLC and Registrant, dated January
          26, 1993

10.99(17) Amendment No. 2 to Lease between Devcon Associates 31
          and Registrant, dated February 1, 1993

10.100(17)Instrument of Resignation, Appointment and Acceptance
          among Registrant, The First National Bank of Boston and
          Bank of America National Trust and Savings, dated as of
          March 22, 1993

10.101(17)Waiver and First Amendment to Credit Agreement among
          Registrant, Barclays Bank PLC and the First National
          Bank of Boston, dated as of April 16, 1993

10.102(17)Waiver and First Amendment to Continuing Guaranty Among
          Registrant, Barclays Bank PLC and the Lenders dated as
          of April 19, 1993

10.103(17)Security Agreement between Registrant and Barclays Bank
          PLC, dated April 16, 1993

10.104(17)Lease Agreement between Registrant and Pratt
          Partnership, dated April 30, 1993

10.105(17)Agreement for Stock Transfer Services between
          Registrant and The First National Bank of Boston, dated
          May 6, 1993

10.106(17)Maxtor Corporation CY93 Profit Sharing Plan

10.107(17)Maxtor Corporation Management Incentive Plan for CY93

10.108(18)Production Agreement between International Business
          Machines Corporation and Registrant, dated July 27,
          1993 (with certain information deleted and indicated by
          blackout text)

10.109(19)Letter of Intent between Registrant and Hyundai
          Electronics Co., Ltd., dated August 18, 1993

10.110(20)Financing Agreement between Registrant and The CIT
          Group/Business Credit, Inc., dated September 16, 1993

10.111(21)Form Letter Agreement between Registrant and All of Its
          Named Executive Officers, except Laurence Hootnick,
          dated November 17, 1993

10.112(21)Waiver to Financing Agreement among Registrant and The
          CIT Group/Business Credit, Inc., dated January 12, 1994

10.113(21)Stock Purchase Agreement between Registrant and Hyundai
          Electronics Industries Co., Ltd., Hyundai Heavy
          Industries Co., Ltd., Hyundai Corporation, and Hyundai
          Merchant Marine Co., Ltd., dated September 10, 1993

10.114(22)Confidential Resignation Agreement and General Release
          of Claims between Registrant and Thomas F. Burniece
          III, dated February 4, 1994

10.115(22)License Agreement between Registrant and MiniStor
          Peripherals Corporation, dated February 23, 1994

10.116(22)Confidential Resignation Agreement and General Release
          of Claims between Registrant and John P. Livingston,
          dated April 8, 1994

10.117(22)Tenancy Agreement between Barinet Company Limited and
          Maxtor (Hong Kong) Limited, dated April 26, 1994

10.118(23)Confidential Resignation Agreement and General Release
          of Claims

between Registrant and Laurence R. Hootnick, dated June
          14, 1994

10.119(23)Confidential Resignation Agreement and General Release
          of Claims between Registrant and Mark Chandler, dated
          June 28, 1994

10.120(24)Amendment No.2 to Lease between John Arrillaga &
          Richard T. Peery and Registrant, dated June 28, 1994

10.121(24)Amendment No. 3 to Lease between Devcon Associates 31
          and Registrant, dated June 28, 1994

10.122(24)Confidential Resignation Agreement and General Release
          of Claims between Registrant and Skip Kilsdonk, dated
          September 7, 1994

10.123(24)Confidential Resignation Agreement and General Release
          of Claims between Registrant and Sallee Peterson, dated
          September 23, 1994

10.124(24)Waiver to Financing Agreement among Registrant and The
          CIT Group/Business Credit, Inc., dated October 11, 1994

10.125(24)Amendment No. 1 to Financing Agreement between
          Registrant and The CIT Group/Business Credit, Inc.,
          dated October 31, 1994

10.126(27)License agreement between Registrant and NEC
          Corporation,dated October 18, 1994

10.127(27)Lease Agreement for Premises Located at 1821 Lefthand
          Circle,Suite D, between Registrant and Pratt Land
          Limited Liability Company, dated October 19, 1994

10.128(27)Lease Agreement for Premises Located at 1841 Lefthand
          Circlebetween Registrant and Pratt Land Limited
          Liability Company,dated October 19, 1994

10.129(27)Lease Agreement for Premises Located at 1851 Lefthand
          Circle between Registrant and Pratt Land Limited
          Liability Company, dated October 19, 1994

10.130(27)Lease Agreement for Premises Located at 2121 Miller
          Drive between Registrant and Pratt Land Limited
          Liability Company, dated October 19, 1994

10.131(27)Lease Agreement for Premises Located at 2190 Miller
          Drive between Registrant and Pratt Land Limited
          Liability Company, dated October 19, 1994

10.132(27)Confidential Resignation Agreement and General Release
          of Claims between Registrant and Patricia M.
          Roboostoff, dated November 30, 1994

10.133(27)Stock Purchase Agreement between Registrant, Maxoptix
          Corporation and Kubota Electronics America Corporation,
          dated December 26, 1994

10.134(28)Confidential Resignation Agreement and General Release
          of Claims between Registrant and Larry J. Smart, dated
          February 7, 1995

10.135(28)Lease Agreement by and between 345 Partnership and
          Registrant,dated February 24, 1995

10.136(28)Lease Agreement for Premises Located at 1900 Pike Road,
          Suite A Longmont, CO, between Registrant as Tenant and
          Pratt Land Limited Liability Company as Landlord, dated
          February 24, 1995

10.137(28)Lease Agreement for Premises Located at 2040 Miller
          Drive Suite A, B, & C between Registrant as Tenant and
          Pratt Land Limited Liability Company as Landlord, dated
          February 24, 1995

10.138(28)Manufacturing and Purchase Agreement by and Between
          Registrant and Hyundai Electronics Industries Co.,
          Ltd., dated April 27, 1995(with certain information
          deleted and indicated by blank spaces)

10.139(28)Lease Agreement for Premises Located at 2040 Miller
          Drive, Suites D, E, & F, Longmont, CO, between
          Registrant as Tenant and Pratt Management Company, LLC
          as Landlord

10.140(29)Memorandum of Understanding concerning Guarantee by
          Hyundai Electronics Co., Ltd. of Credit Facility for
          Registrant, dated July 17, 1995

10.141(29)Waiver to Financing Agreement among Registrant and The
          CIT Group/Business Credit, Inc., dated August 2, 1995

10.142(33)Credit Agreement among Registrant and The Initial
          Lenders and the Issuing Bank and Citibank, N.A., dated
          August 31, 1995

10.143(33)The Guaranty and Recourse Agreement among Registrant
          and Hyundai Electronics Industries Co., Ltd., dated
          August 31, 1995

10.144(33)Waiver to Financing Agreement among Registrant and the
          CIT Group/Business Credit, Inc., and Assignment
          Agreement among  Registrant, the CIT Group/Business
          Credit, Inc., and Finova Capital Corporation, dated
          October 11, 1995.

10.145(33)Amendment to the Financing Agreement among Registrant
          and the CIT Group/Business Credit, Inc., dated October
          17, 1995

10.146(34)First Supplemental Indenture, dated as of January 11,
          1996, between Maxtor and State Street Bank and Trust
          Company

10.147(34)Credit Agreement, dated as of December 29, 1995 between
                     Maxtor Corporation and Hyundai Electronics
          America

10.148(25)Maxtor Corporation 1995 Stock Option Plan

10.149(26)Maxtor Corporation Individual Stock Option Agreement,
          dated November 8, 1994

10.150(30)Maxtor Corporation 1992 Employee Stock Purchase Plan
          and 1996 Outside Directors Stock Option Plan, dated
          October 9, 1995

10.151(36)Maxtor Corporation 1996 Stock Option Plan**

10.152(36)Intercompany Loan Agreement, dated as of April 10,
          1996, between Maxtor Corporation and Hyundai
          Electronics America

10.153(36)Excerpts from the Execution Copy of Receivables
          Purchase and Sale Agreement, dated as of March 30,
          1996, between Maxtor Corporation and Corporate
          Receivables Corporation and Citicorp North America,
          Incorporated

10.154(35)Recapitalization Agreement among the Company,
          International Manufacturing Services, Incorporated and
          certain investors, dated as of May 21, 1996

10.155(35)Redemption Agreement between Maxtor Corporation and
          International Manufacturing Services, Incorporated,
          dated as of May 21, 1996

10.156(35)Manufacturing Services Agreement between Maxtor
          Corporation and International Manufacturing Services,
          Incorporated, dated June 13, 1996*

10.157(37)Credit Facility, dated as of July 31, 1996, between
          Maxtor Corporation and Hyundai Electronics America

10.158(38)364-Day Credit Agreement, dated August 29, 1996, among
          Maxtor Corporation, Citibank, N.A., and Syndicate Banks

10.159(38)Credit Agreement, dated August 29, 1996, among Maxtor
          Corporation, Citibank, N.A., and Syndicate Banks

10.160    Employment Agreement between Michael R. Cannon and
          Registrant, dated June 17, 1996** 
                                                        65 - 66

10.161    Employment Agreement between Paul J. Tufano and
          Registrant, dated July 12, 1996**
                                                        67 - 68

10.162    Employment Agreement between William Roach and
          Registrant, dated December 13, 1996** 
                                                        69 - 73

23.1      Consent of Independent Accountants            74 - 76

27        Financial Data Schedule                       77 - 78


*
          Confidential treatment has been requested for portions
          of this document

**
          Management contract or compensatory plan or arrangement
-----------------------------------------------------------------
(1)  Incorporated by reference to exhibits to Registration
     Statement No. 2-98568 effective August 7, 1985
(2)  Incorporated by reference to exhibits to Registration
     Statement No. 33-4092 effective April 2, 1986
(3)  Incorporated by reference to exhibits to Registration
     Statement No. 33-12123 effective February 26, 1987
(4)  Incorporated by reference to exhibits to Registration
     Statement No. 33-12768 effective April 23, 1987
(5)  Incorporated by reference to exhibits to Registration
     Statement No. 33-43172 effective October 7, 1992
(6)  Incorporated by reference to exhibits to Registration
     Statement No. 33-8607 effective September 10, 1986
(7)  Incorporated by reference to exhibits of Form 8-K filed
     February 8, 1988
(8)  Incorporated by reference to exhibits to Annual Report on
     Form 10-K effective June 24, 1988
(9) Incorporated by reference to exhibits to Annual Report on
    Form 10-K effective June 24, 1989
(10)Incorporated by reference to exhibits to Annual Report on
    Form 10-K effective June 1, 1990
(11)Incorporated by reference to exhibits of Form 8-K filed July
    13, 1990
(12)Incorporated by reference to exhibits of Form 8 filed
    November 13, 1990
(13)Incorporated by reference to exhibits of Form 8 filed
    January 8, 1991
(14)Incorporated by reference to exhibits to Annual Report on
    Form 10-K effective July 15, 1991
(15)Incorporated by reference to exhibits to Annual Report on
    Form 10-K effective June 25, 1992
(16)Incorporated by reference to exhibits of Form 8-K filed
    January 8, 1993
(17)Incorporated by reference to exhibits to Annual Report on
    Form 10-K effective May 27, 1993
(18)Incorporated by reference to exhibits of Form 10-Q filed
    August 10, 1993
(19)Incorporated by reference to exhibits of Form 8-K filed
    August 19, 1993
(20)Incorporated by reference to exhibits of Form 10-Q filed
    November 8, 1993
(21)Incorporated by reference to exhibits of Form 10-Q filed
    February 7, 1994
(22)Incorporated by reference to exhibits of Form 10-K filed
    June 24, 1994
(23)Incorporated by reference to exhibits of Form 10-Q filed
    August 5, 1994
(24)Incorporated by reference to exhibits of Form 10-Q filed
    November 8, 1994
(25) Incorporated by reference to exhibits to Registration
     Statement No. 33-56405 effective November 10, 1994
(26) Incorporated by reference to exhibits to Registration
     Statement No. 33-56407 effective November 10, 1994
(27)Incorporated by reference to exhibits of Form 10-Q filed
    February 7, 1995
(28)Incorporated by reference to exhibits to Annual Report on
    Form 10-K effective June 23, 1995
(29)Incorporated by reference to exhibits of Form 10-Q filed
    August 14, 1995
(30)Incorporated by reference to exhibits to Registration
    Statement No. 33-63295 effective October 10, 1995
(31)Incorporated by reference to exhibit III of Schedule 14D-9
    filed November 9, 1995
(32) Incorporated by reference to exhibit VI of schedule 14D-9
     filed November 9, 1995
(33)Incorporated by reference to exhibits of Form 10-Q filed
    November 14, 1996
(34)Incorporated by reference to exhibits of Form 10-Q filed
    February 14, 1996
(35)Incorporated by reference to exhibits of Form 8-K filed June
    28, 1996
(36)Incorporated by reference to exhibits of Form 10-K filed
    July 1, 1996
(37)Incorporated by reference to exhibits of Form 10-Q filed
    August 13, 1996
(38)Incorporated by reference to exhibits of Form 8-K filed
    September 13, 1996