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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




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Form 10-K/A

(Amendment No. 1)




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|           |  |                                                                                             
|---------- |  | --------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                             
|þ          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|          
|           |  | For the fiscal year ended April 3,
    2004                                                 
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the transition period
    from           to           .                                 

Commission file number 0-23418

MTI Technology Corporation


(Exact name of registrant as specified in its
charter)


|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|Delaware                                                           |  | 95-3601802                              
|(State or other jurisdiction of
    incorporation or organization) |  | (I.R.S. Employer
    Identification No.)

14661 Franklin Avenue

Tustin, California 92780


(Address of principal executive offices, zip
code)


Registrants telephone number, including
area code:

(714) 481-7800


Securities registered pursuant to
Section 12(b) of the Act:

None


Securities registered pursuant to
Section 12(g) of the Act:

Common Stock, $0.001 Par Value


(Title of Class)


Indicate by check mark 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 þ          No o

Indicate
by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange
Act).     Yes o          No þ

The
aggregate market value of the voting and non-voting common
equity held by non-affiliates of the Registrant was $31,666,721
on October 4, 2003, based on the closing sale price of such
stock on The Nasdaq SmallCap Market.

The
number of shares outstanding of Registrants Common Stock,
$0.001 par value, was 32,974,882 on June 25, 2004.

Indicate
by check mark 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.     þ

DOCUMENTS INCORPORATED BY REFERENCE:

None.



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TABLE OF CONTENTS



|                                                        |  |  |  |  |  |  |  | 
|------------------------------------------------------- |  |  |  |  |  |  |  | 
|EXPLANATORY NOTE                                       
|PART IV, ITEM 15:                                      
|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|PART II, ITEM 7:                                       
|SIGNATURES                                             
|EXHIBIT INDEX                                          
|EXHIBIT 23.1                                           
|EXHIBIT 23.2                                           
|EXHIBIT 31.1                                           
|EXHIBIT 31.2                                           
|EXHIBIT 32.1                                           
|EXHIBIT 32.2                                           



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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A to
the MTI Technology Corporation (the Company) Annual
Report on Form 10-K for the year ended April 3, 2004
(the Original Filing) is being filed to correct two
incomplete disclosures in the Original Filing and to correct the
title of the auditors report letter from Grant Thornton
LLP and the consent from Grant Thornton LLP for the
incorporation by reference of that report in Registration
Statements on Forms S-8. Neither of the modifications
affect our financial results for the period reported. The
modifications were as follows:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) Note 7, Debt, to the
    Notes to Consolidated Financial Statements included
    in Part IV, Item 15 of the Original Filing correctly
    stated that on December 5, 2002, we paid off the
    outstanding $1.685 million loan from the Canopy Group,
    Inc., but incorrectly stated that we terminated our loan
    agreement with Canopy at that time. The loan agreement was not
    actually terminated and remains in place, although we have no
    borrowings outstanding under the loan agreement and may not
    re-borrow any funds pursuant thereto. The loan agreement, as
    amended in June 2004, remains in effect, and Canopys liens
    on our assets remain in place, because, as discussed in the
    Liquidity and Capital Resources Section of
    Item 7, Managements Discussion and Analysis of
    Financial Condition and Results of Operations, Canopy has
    guaranteed a letter of credit issued in support of our credit
    facility with Comerica, and the liens in favor of Canopy,
    pursuant to said amendment, secure our obligation to reimburse
    Canopy for any draws against that guaranty. Accordingly, we are
    amending Note 7 of the Notes to Consolidated
    Financial Statements to correct the incomplete disclosure.
|
| | (2) The risk factor entitled Our stock
    ownership is concentrated in a single stockholder, and other
    stockholders may not be able to influence corporate
    decisions, contained in Item 7 of the Original
    Filing, stated that other Company stockholders may not be able
    to influence corporate decisions. This statement is no longer
    complete since the closing of the Series A Convertible
    Preferred Stock private placement discussed in the
    Liquidity and Capital Resources Section of
    Item 7, Managements Discussion and Analysis of
    Financial Condition and Results of Operations. As a
    condition to that investment, the Canopy Group, Inc. entered
    into a proxy agreement with the Series A investors whereby
    the Series A investors are able to vote Canopys
    shares as it relates to certain significant corporate
    transactions. Accordingly, we are amending the risk factor to
    complete the disclosure.                                                                                                                                                                                                                                                                                                      
|
| | (3) The auditors report letter from
    Grant Thornton LLP was incorrectly titled as Report of
    Independent Certified Public Accountants. The title has
    been corrected to read, Report of Independent Registered
    Public Accounting Firm.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (4) The consent from Grant Thornton LLP for
    the incorporation by reference of the audit report in
    Registration Statements on Forms S-8 was incorrectly
    titled, Consent of Independent Certified Public
    Accountants. The title has been corrected to read,
    Consent of Independent Registered Public Accounting
    Firm.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

The Original Filing as amended hereby continues
to speak as of the date of the Original Filing and the
disclosures have not been updated to speak to any later date.
Any items in the Original Filing that are not expressly changed
hereby shall be as set forth in the Original Filing. All
information contained in this Amendment No. 1 and the
Original Filing is subject to updating and supplementing as
provided in our subsequent periodic reports filed with the
Securities and Exchange Commission.

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PART IV, ITEM 15:

Report of Independent Registered Public
Accounting Firm  Grant Thornton LLP




REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

Board of Directors and Shareholders

MTI Technology Corporation


We have audited the accompanying consolidated
balance sheet of MTI Technology Corporation and subsidiaries as
of April 3, 2004, and the related consolidated statements
of operations, stockholders equity, and cash flows for the
year then ended. These consolidated financial statements are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements based on our audit. We did not audit the financial
statements of MTI France SA, a consolidated subsidiary, which
statements reflect total assets and revenue constituting 18% and
16%, respectively, in 2004 of the related consolidated totals.
Those statements were audited by other auditors whose report has
been furnished to us, and our opinion, insofar as it relates to
the amounts included for MTI France SA, is based solely on the
report of the other auditors.

We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight Board
(United States). 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, based on our audit and the report
of the other auditors, the consolidated financial statements
referred to above present fairly, in all material respects, the
consolidated financial position of MTI Technology Corporation
and subsidiaries as of April 3, 2004, and the results of
their consolidated operations and their consolidated cash flows
for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.

We have also audited Schedule II of MTI
Technology Corporation for the year ended April 3, 2004. In
our opinion, this schedule, when considered in relation to the
basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set
forth therein.



| |                       
| | ----------------------
| | /s/ GRANT THORNTON LLP

Irvine, California

June 7, 2004 (except for note 16,


as to which the date is June 18, 2004)




|    |     
|--- | ----
|(7) | Debt



| |                                         
| | ----------------------------------------
| | Credit Agreement and Lines of
    Credit

On December 5, 2002, the Company paid off
the outstanding $1,685 loan with the Canopy Group, Inc. This
loan agreement remains in effect, but with a zero balance and
the Company may not re-borrow any funds thereunder. However,
pursuant to the loan agreement, as amended in June 2004, Canopy
has guaranteed a letter of credit in support of the
Companys obligations to Comerica Bank discussed below and
the Companys obligations to Canopy are secured by a
security interest in substantially all of the Companys
assets. Ralph J. Yarro, III, one of the Companys
Directors, is also a Director, President and Chief Executive
Officer of Canopy. Darcy G. Mott, one of the Companys
Directors, is also a Vice President, Treasurer and Chief
Financial Officer of Canopy. Canopy beneficially owns
approximately 44% of the Companys outstanding common stock.

2



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In November 2002, the Company entered into an
agreement (the Comerica Loan Agreement) with
Comerica Bank (Comerica) for a line of credit of
$7.0 million at an interest rate equal to the prime rate.
As discussed above, the line of credit is secured by a letter of
credit that is guaranteed by Canopy. Canopys guarantee was
to mature on November 30, 2003, but on June 30, 2003,
the Company received an extension on the letter of credit for
$7.0 million until June 30, 2004. The Comerica Loan
Agreement was to mature on October 31, 2003, but on
June 30, 2003, the Company received a renewal on the line
of credit for $7.0 million until May 31, 2004. On
June 18, 2004 the Company received an additional extension
on the letter of credit for $7.0 million until
June 30, 2005. Also on June 18, 2004, the Company
received an additional renewal on the Comerica line of credit
for $7.0 million until May 31, 2005 (see note 16).

The Comerica Loan Agreement contains negative
covenants placing restrictions on the Companys ability to
engage in any business other than the businesses currently
engaged in, suffer or permit a change in control, and merge with
or acquire another entity. Although we are currently in
compliance with all of the terms of the Comerica Loan Agreement,
and believe that we will remain in compliance, there can be no
assurance that we will be able to continue to borrow under the
Comerica Loan Agreement through the expiration date. Upon an
event of default, Comerica may terminate the Comerica Loan
Agreement and declare all amounts outstanding immediately due
and payable. As of April 3, 2004, there was
$3,933 million outstanding under the Comerica line of
credit.




PART II, ITEM 7:

Our stock ownership is concentrated in a
single stockholder, who has entered into a voting agreement with
another major stockholder, and other stockholders may not be
able to influence corporate decisions.

Ralph J. Yarro III, one of our Directors, is
also the Director and President and Chief Executive Officer of
the Canopy Group, Inc., which beneficially owns approximately
44% of our outstanding common stock. Canopy is able to
substantially affect our actions which require stockholder
approval, including the election of the Board of Directors and
the approval of significant corporate transactions. This
concentration of ownership may delay or prevent a change in
control of the Company and will make some transactions difficult
or impossible without Canopys support. In addition, in
connection with the closing of our Series A Convertible
Preferred Stock private placement discussed in the
Liquidity and Capital Resources Section of
Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operations, the
Series A investors and Canopy entered into a proxy
agreement whereby the Series A investors are able to
vote Canopys shares as it relates to certain
significant corporate transactions.

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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, on the 15th day of July
2004.



| |                           
| | --------------------------
| | MTI TECHNOLOGY CORPORATION



| |     |                            
| | --- | ---------------------------
| | BY: | /s/ THOMAS P. RAIMONDI, JR.

| |                              
| | -----------------------------
| |                              
| | Thomas P. Raimondi, Jr.      
| | Chairman, President and      
| | Chief Executive Officer      
| | (Principal Executive Officer)



| |     |                   
| | --- | ------------------
| | By: | /s/ TODD SCHAEFFER

| |                                          
| | -----------------------------------------
| |                                          
| | Todd Schaeffer                           
| | Chief Financial Officer and
    Secretary
| | (Principal Financial Officer)            

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EXHIBIT INDEX

|        |      |             |  |                                                                                                                                                           
|------- | ---- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |            
|Number  |      | Description
|        |      |            
|        | 23.1 |             |  | Consent of Independent Registered Public
    Accounting Firm  Grant Thornton LLP.                                                                        
|        | 23.2 |             |  | Consent of Independent Registered Public
    Accounting Firm  KPMG LLP.                                                                                  
|        | 31.1 |             |  | Certification of Chief Executive Officer Pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002.                                                   
|        | 31.2 |             |  | Certification of Chief Financial Officer Pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002.                                                   
|        | 32.1 |             |  | Certification of Chief Executive Officer pursuant
    to 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.
|        | 32.2 |             |  | Certification of Chief Financial Officer pursuant
    to 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.