December 13, 1996




Mr. William Roach
650 Manresa Lane
Los Altos, CA  94022

Dear Bill,

Maxtor Corporation is pleased to offer you the position of Senior
Vice President, Worldwide Sales and Marketing reporting to Mike
Cannon.  Your salary will be $29,166.66 per month, equivalent to
$350,000.00 on an annual basis.  In addition, Maxtor Corporation
will give you a $350,000.00 forgivable loan which will be paid
out in your first month of employment. By signing and accepting
this offer, you agree to repay the forgivable loan on a daily
prorated basis if you voluntarily resign from your employment at
Maxtor within three years of your hire date.

Maxtor provides its employees with generous health and other
benefits, including medical, dental, life and long-term
disability insurance, four weeks personal time off, ten paid
holidays and a 401(k) program.  Maxtor will also provide
supplemental payments or conversion to Maxtor's insurance
provider for your additional medical coverage requirements.

Your target bonus opportunity will be 50% of your base salary
with an opportunity to earn up to 100% based on the achievement
of Maxtor's corporate financial objectives. Your 50% target bonus
will be guaranteed for the first year of your employment.
Conditions and provisions of the plan will be communicated to you
early next year.

In addition, contingent upon the approval of the Board of
Directors of Maxtor, you will be eligible to receive 250,000
shares in our new stock option program. Details of the program
will be provided to you at the time of the approval of your stock
option award.

Moreover, in compliance with federal immigration law, you will be
required to provide documentary evidence of your identity and
eligibility for employment in the United States.  Such
documentation must be provided within three (3) business days of
your date of hire. In addition, as a condition of your employment
with Maxtor, it will be necessary for you to complete, sign and
return with this offer of employment, the attached Maxtor
Employee Agreement Regarding Confidentiality and Inventions.

This offer of employment is contingent upon your agreeing to, and
passing, a drug screening analysis.  Please contact Doctors on
Duty at (408) 942-0333 to make arrangements within three days of
this offer.

Also, it is customary with Maxtor employees that you will not
have an employment contract, and either you or Maxtor can
terminate the employment relationship with or without cause at
any time.  Job responsibilities, compensation, and other
conditions of employment may be subject to change based on
company operating conditions.

Bill, we at Maxtor look forward to having you as a team member
and are confident that you will make significant contributions to
the company's future.  Please sign below signifying your
acceptance of this position and return this letter to the Human
Resources Department by December 18, 1996.

Please plan on attending new employee orientation at 510
Cottonwood Drive in the HR conference room, at 9:00 a.m. on the
Monday you begin employment.

Sincerely,

/s/ Michael R. Cannon

Michael R. Cannon
President and CEO

Accepted:/s/ William Roach
Date: December 13, 1996

Expected Start Date:     January 2, 1997


                         Loan Agreement
                                
      THIS  LOAN AGREEMENT (the "Agreement"), dated as of January
10,  1997, is made by and between Maxtor Corporation, a  Delaware
corporation ("Maxtor") and William Roach ("Roach").

      1.    General.  Maxtor is willing to loan to Roach $350,000
(Three Hundred Fifty Thousand Dollars) (the "Loan Amount") as set
forth in Maxtor's offer of employment to Roach dated December 13,
1996  and on terms provided herein.

     2.   Note.  The Loan shall be evidenced by a promissory note
(the "Note") in the form attached hereto as Exhibit A.

      3.     Repayment.   The Note shall be due  and  payable  as
follows:

          (a)  Provided that Roach remains an employee of Maxtor,
the  Loan  Amount shall be due and payable in three equal  annual
installments,  each due on the second day of January,  commencing
January 2, 1998, with the third and final payment due January  2,
2000 (the "Due Date")  in accordance with the following schedule:

No.               Installment      Installment Due
                  Amount                 Date
              1.       $166,667.00  January 2, 1998
              2.        166,667.00  January 2, 1999
              3.        166,666.00  January 2, 2000

          (b)  In the event that Roach's employment terminates as
a  result of his voluntary resignation prior to the Due Date, the
Note  shall be immediately due and payable. The balance due  upon
such  voluntary  termination shall be the  Loan  Amount  less  an
amount, calculated on a daily prorated basis, equivalent  to  the
ratio of the term of Roach's employment to the term of the Note.

           (c)   In  the  event  that Maxtor  terminates  Roach's
employment  for  any reason other than willful  misconduct  of  a
culpable nature, the balance then due shall be forgiven.

      4.    Loan  Forgiveness.  Provided that  Roach  remains  an
employee  of  Maxtor on the Installment Due Dates  set  forth  in
Paragraph  2(a),  above,  Maxtor shall  forgive  the  Installment
Amount due on each such Installment Due Date.

      5.    Taxes.  Roach shall be solely responsible for payment
of all state and federal tax obligations which he may incur as  a
result  of  income  reported by Maxtor in  connection  with  this
Agreement.

     6.   Approval.  The execution and delivery of this Agreement
was  approved by the Compensation Committee of Maxtor's Board  of
Directors as of December 13, 1996.

      7.    Employment  at  Will.  This Agreement  shall  not  be
construed as an employment agreement or a guarantee of continuing
employment.   Subject to the other provisions of this  Agreement,
each  party  shall  remain  free to  terminate  their  employment
relationship at any time for any reason or for no reason.

      8.    Authorization to Withhold Amounts Due.  Roach  hereby
irrevocably  authorizes Maxtor or its assignee  to  withhold  and
deduct  from  any  amounts payable by Maxtor to Roach  (including
without  limitation, salary, incentive payments or  other  funds)
any  and  all amounts which Roach may be obligated to  pay  under
this Agreement.

      9.    Miscellaneous.  This Agreement constitutes the entire
agreement between the parties with respect to the subject  matter
hereof  and  supersedes  all prior negotiations  and  agreements,
whether  written or oral.  This Agreement may not be  altered  or
limited except by a signed instrument expressly referring to this
Agreement  and  to the provision to be altered.   No  failure  by
Maxtor to insist on strict compliance with any terms hereof shall
prevent its insistence on compliance thereafter.  If any term  of
this   Agreement  is  determined  to  be  invalid,  unlawful   or
unenforceable,  the  validity  of  the  other  terms   shall   be
unaffected  and  the  Agreement construed to the  maximum  extent
possible consistent with its original intent.

      This  Agreement has been executed in and shall be construed
in accordance with the laws of the State of California.


MAXTOR CORPORATION                      ROACH


By   /s/ Phillip C. Duncan                   /s/ William Roach
Name    Phillip C. Duncan                    William Roach
Title     Vice President, Human Resources





                                                        EXHIBIT A
                         PROMISSORY NOTE



$350,000.00                                January 10, 1997
                                       San Jose, California


      FOR VALUE RECEIVED, William Roach, an individual ("Maker"),
promises  to pay to the order of Maxtor Corporation,  a  Delaware
corporation ("Holder" or "Maxtor"), at such place as  the  Holder
of  this  Note  may from time to time designate in  writing,  the
principal   sum   of   Three  Hundred  Fifty   Thousand   Dollars
($350,000.00).

      This  Note shall be due and payable in accordance the terms
of  the  Loan  Agreement between Maker and Maxtor,  dated  as  of
January 10, 1997 (the "Loan Agreement").

     The principal hereunder shall bear no interest provided that
such  principal is reduced in accordance with the  terms  of  the
Loan Agreement, after which time any unpaid principal amount  due
shall bear interest at the minimum federal interest rate then  in
effect.

      If  this  Note is not paid when due, Holder shall have  the
right  to  offset  its obligation to make any  payment  to  Maker
against  any  amounts  due  and owing by  Maker  hereunder.   The
principal  amount of the Note shall be reduced by the  amount  of
such offset and interest shall cease accruing on such amount.

      Maker  agrees  to  pay the costs and expenses  incurred  by
Holder,  including  reasonable  attorneys'  fees,  which  may  be
incurred in connection with the collection of this Note.

      This Note shall be governed by and construed under the laws
of the State of California.



                                       /s/ William Roach
                                          William Roach