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                                                                   EXHIBIT 10.13

                                  MYLEX CORPORATION

                         1995 EMPLOYEE STOCK PURCHASE PLAN


     The Mylex Corporation 1995 Employee Stock Purchase Plan (the "Plan") shall
be established and operated in accordance with the following terms and
conditions.

1.   DEFINITIONS:

     As used in the Plan the following terms shall have the meanings set forth
below:

     (a)  "BOARD" means the Board of Directors of the Company.

     (b)  "CODE" means the Internal Revenue Code of 1986, as amended.

     (c)  "COMMITTEE" means the committee appointed by the Board to administer
the Plan, as described in Section 4 below.

     (d)  "COMMON STOCK" means the Common Stock of the Company.

     (e)  "COMPANY" means Mylex Corporation, a Delaware corporation.

     (f)  "CONTINUOUS EMPLOYMENT" means the absence of any interruption or
termination of service as an Employee with the Company and/or its Participating
Subsidiaries.  Continuous Employment shall not be considered interrupted in the
case of a leave of absence agreed to in writing by the Company, provided that
such leave is for a period of not more than sixty (60) days or reemployment upon
the expiration of such leave is guaranteed by contract or statute.

     (g)  "ELIGIBLE COMPENSATION" means, with respect to each Participant for
each pay period, the full salary and wages paid to such Participant by the
Company or a Participating Subsidiary, including commissions, bonuses and
overtime pay.  Except as otherwise determined by the Committee, "Eligible
Compensation" does not include:

          (i)  any amounts contributed by the Company or a Participating
     Subsidiary to any pension plan or plan of deferred compensation;

          (ii) any automobile or relocation allowance (or reimbursement for any
     such expenses);

         (iii) any amounts paid as a starting bonus or finder's fee;

          (iv) any amounts realized from the exercise of qualified or
     non-qualified stock options;

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          (v)  any amounts paid by the Company or a Participating Subsidiary
     forother fringe benefits, such as health care, hospitalization and group
     life insurance benefits, or perquisites, or paid in lieu of such benefits
     or perquisites, such as cash-out of credit generated under a plan qualified
     under Code Section 125;

          (vi) other similar forms of extraordinary compensation; or

         (vii) any Participant's commissions, bonus or overtime pay to the
     extent such Participant has elected to exclude, in a writing acceptable to
     the Committee, such compensation from his or her Eligible Compensation.


     (h)  "ELIGIBLE EMPLOYEE" means an Employee who is eligible to participate
in the Plan, as described in Section 5 below.

     (i)  "EMPLOYEE" means any person, including an officer, who is customarily
employed for at least twenty (20) hours per week and more than five (5) months
in a calendar year by the Company or one of its Participating Subsidiaries.

     (j)  "ENROLLMENT DATE" means the first day of each Offering Period.

     (k)  "EXERCISE DATE" means each May 31 and November 30 during each Offering
Period.

     (l)  "EXERCISE PERIOD" means each period commencing on June 1 and
terminating on the immediately succeeding November 30 or commencing on December
1 and terminating on the immediately succeeding May 31.

     (m)  "EXERCISE PRICE" means the price per share of shares offered in a
given Offering Period determined as provided in Section 10 below.

     (n)  "FAIR MARKET VALUE" means, with respect to a share of Common Stock as
of any date, the last sale price of such Common Stock on the NASDAQ-NMS on such
date, as reported in the Wall Street Journal.  In the event that such price is
not available for an Enrollment Date or an Exercise Date, the Fair Market Value
of a share of Common Stock on such date shall be the last sale price of a share
of the Common Stock on the NASDAQ-NMS on the last business day prior to such
date or such other amount as may be determined by the Committee by any fair and
reasonable means.

     (o)  "NASDAQ-NMS" means the National Association of Securities Dealers,
Inc. Automated Quotation National Market System.

     (p)  "OFFERING PERIOD" means the period during which an option granted
pursuant to the Plan may be exercised.  From the commencement of the Plan
through May 31, 1997, each Offering Period shall be twelve (12) months.
Beginning June 1, 1997, each offering period shall be twenty-four (24) months.
A new Offering Period shall begin on each June 1 and December 1.


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     (q)  "PARTICIPANT" means an Eligible Employee who has elected to
participate in the Plan by filing an enrollment agreement with the Company, as
provided in Section 7 below.

     (r)  "PARTICIPATING SUBSIDIARY" means any Subsidiary other than a
Subsidiary excluded from participating in the Plan by the Committee, in its sole
discretion.

     (s)  "PLAN" means this Mylex Corporation 1995 Employee Stock Purchase Plan.

     (t)  "SUBSIDIARY" means any corporation, domestic or foreign, of which the
Company owns, directly or indirectly, not less than 50% of the total combined
voting power of all classes of stock or other equity interests and that
otherwise qualifies as a "subsidiary corporation" within the meaning of Section
424(f) of the Code or any successor thereto.

     (u)  "1934 ACT" means the Securities Exchange Act of 1934, as amended.

2.   PURPOSE OF THE PLAN

     The purpose of the Plan is to provide present and future employees of the
Company and its Participating Subsidiaries an incentive in the performance of
their services by giving them an opportunity to acquire a proprietary interest
(or increase an existing proprietary interest) in the Company through the
purchase of Common Stock and to profit from increases in the value of the Common
Stock.  It is the intention of the Company that the Plan qualify as an "employee
stock purchase plan" under Section 423 of the Code.  Accordingly, the provisions
of the Plan shall be administered, interpreted and construed in a manner
consistent with the requirements of that section of the Code.

3.   SHARES RESERVED FOR THE PLAN

     There shall be reserved for issuance and purchase by Employees under the
Plan an aggregate of 300,000 shares of Common Stock, subject to adjustment as
provided in Section 15 below.  Shares of Common Stock, subject to the Plan may
be newly issued shares or shares reacquired in private transactions or open
market purchases.  If and to the extent that any right to purchase reserved
shares shall not be exercised by any Employee for any reason or if such right to
purchase shall terminate as provided herein, shares that have not been so
purchased hereunder shall again become available for the purposes of the Plan
unless the Plan shall have been terminated, but all shares sold under the Plan,
regardless of source, shall be counted against the limitation set forth above.

4.   ADMINISTRATION OF THE PLAN

     (a)  The Plan shall be administered by a Committee appointed by, and which
shall serve at the pleasure of, the Board.  However, the Board may elect to
function as the Committee.  The Committee shall consist of not less than two
members of the Board who are not officers or employees of the Company or of any
of its Subsidiaries and who are disinterested persons within the terms of Rule
16b-3 promulgated under the 1934 Act.  The Committee shall have authority to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, and

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to make all determinations necessary or advisable for the administration of the
Plan, all of which actions and determinations shall be final, conclusive and
binding on all persons.

     (b)  The Committee may request advice or assistance or employ such other
persons as it in its absolute discretion deems necessary or appropriate for the
proper administration of the Plan, including, without limitation, employing a
brokerage firm, bank or other financial institution to assist in the purchase of
shares hereunder, delivery of reports or other administrative aspects of the
Plan.

5.   ELIGIBILITY TO PARTICIPATE IN THE PLAN

     Subject to the provisions of the Plan and any limitations imposed by any
future amendments to Section 423(b) of the Code (or successor provisions), any
person who, as of an Enrollment Date, is an Employee of the Company or a
Participating Subsidiary (after it becomes a Participating Subsidiary) shall be
eligible to participate in the Plan for the Offering Period beginning on that
Enrollment Date.

6.   OFFERING PERIODS

     Shares shall be available for purchase under the Plan during consecutive
Offering Periods, with a new Offering Period commencing on each June 1 and
December 1 during the term of the Plan.  The first such Offering Period shall
commence on December 1, 1995, or as otherwise determined by the Committee.  The
Committee shall have the power to change the duration of the Offering Periods,
after the first Offering Period, from time to time, without shareholder approval
if such change is announced to all Eligible Employees at least fifteen (15) days
prior to the scheduled beginning of the first Offering Period to be so affected.

7.   ELECTION TO PARTICIPATE IN THE PLAN

     (a)  Each Eligible Employee may elect to participate in the Plan with
respect to an Offering Period by completing an enrollment agreement in the form
provided by the Company and filing such enrollment agreement with the Company
prior to the applicable Enrollment Date, unless another time for filing the
enrollment form with respect to a given Offering Period is set by the Committee.
An Eligible Employee may participate with respect to an Offering Period only if,
as of the Enrollment Date of such Offering Period, such Employee is not
participating in any prior Offering Period which is continuing at the time of
such proposed enrollment.

     (b)  All Participant purchases pursuant to the Plan shall be made only by
the proceeds of payroll deductions.  Payroll deductions for a Participant shall
commence on the first payroll date following his or her Enrollment Date and
shall end on the last payroll date in the applicable Offering Period, unless
sooner terminated by the Participant as provided in Section 12 below.

     (c)  Unless an Eligible Employee elects otherwise prior to the Enrollment
Date for any Offering Period by submitting to the Company a form provided by the
Company for such purpose, such Eligible Employee, if he or she is participating
in the immediately preceding Offering Period (the "Prior Offering Period") as of
such Enrollment Date, shall be deemed to have (i) elected to participate in such
Offering Period, and (ii) authorized the same payroll deduction for such
Offering

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Period as was in effect for such Eligible Employee, as of such Enrollment Date,
for the Prior Offering Period.

     (d)  The Committee, in its discretion, may terminate the participation of
all Participants in any Offering Period as of the last day of any Exercise
Period (a "Termination Date") and, upon the occurrence of such a termination,
such Participant shall be automatically enrolled, as described below, in the new
Offering Period commencing immediately following such Termination Date if the
Exercise Price determined as of the Enrollment Date for such new Offering Period
is lower than the Exercise Price determined as of the Enrollment Date of the
Offering Period for which the Participants' participation is being terminated.
In such event, each of such Participants shall be deemed for purposes of this
Plan to have (i) elected to participate in such new Offering Period, and (ii)
authorized the same payroll deduction for such new Offering Period as was in
effect for such Participant immediately prior to the Termination Date.

8.   PAYROLL DEDUCTIONS

     (a)  At the time a Participant files the enrollment agreement with respect
to an Offering Period, the Participant shall authorize payroll deductions to be
made on each payroll date during the Offering Period in an amount of from 1% to
10% of the Eligible Compensation which the Participant receives on such payroll
date.  The amount of such payroll deductions shall be a whole percentage (i.e.,
1%, 2%, 3%, etc.) of the Participant's Eligible Compensation.

     (b)  All payroll deductions made for a Participant shall be deposited in
the Company's general corporate account and shall be credited to the
Participant's account under the Plan.  No interest shall accrue or be credited
with respect to the payroll deductions of a Participant under the Plan.  A
Participant may not make any additional payments into such account.  All payroll
deductions received or held by the Company under the Plan may be used by the
Company for any corporate purpose, and the Company shall not be obligated to
segregate such payroll deductions.

     (c)  A Participant may discontinue participation in the Plan as provided in
Section 12 below.  A Participant may at any time, but no more than once, during
an Exercise Period (but no more than one time during any calendar quarter)
reduce or increase (subject to the limitations of Section 8(a) above) the rate
of his or her payroll deductions by completing and filing with the Company a
change notice in the form provided by the Company.  A Participant may suspend
his or her payroll deductions in any Exercise Period and may recommence payroll
deductions, effective the first date of any subsequent Exercise Period, by
completing and filing with the Company such change notice.  Any such reduction
in the rate of a Participant's payroll deductions and any such suspension shall
be effective as of first pay period ending at least ten (10) days after the
Participant files the change notice with the Company.  Any such increase in the
rate of Participant's payroll deductions shall be effective as of the first date
of the next Exercise Period within such Offering Period.

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9.   GRANT OF OPTIONS

     (a)  On the Enrollment Date of each Offering Period, subject to the
limitations set forth in Sections 3 and 9(b) hereof, each Eligible Employee
shall be granted an option to purchase on each Exercise Date during such
Offering Period (at the Exercise Price as of such Exercise Date determined as
provided in Section 10 below) up to a number of shares of the Common Stock
determined by dividing such Employee's payroll deductions accumulated during the
Exercise Period ending on such Exercise Date by the Exercise Price (as
determined in accordance with Section 10 below).

     (b)  Notwithstanding any provision of the Plan to the contrary, no Employee
shall be granted an option under the Plan (i) if, immediately after the grant,
such Employee (or any other person whose stock would be attributed to such
Employee pursuant to Section 424(d) of the Code) would own stock and/or hold
outstanding options to purchase stock possessing 5% or more of the total
combined voting power or value of all classes of stock of the Company or of any
Subsidiary of the Company, or (ii) which permits such Employee's rights to
purchase Common Stock under all employee stock purchase plans of the Company and
its Subsidiaries, including, without limitation, this Plan, to accrue at a rate
which exceeds $25,000 of the Fair Market Value of such stock (determined at the
time such option is granted) for each calendar year in which such option is
outstanding at any time.

10.  EXERCISE PRICE

     The Exercise Price of each of the shares in each Offering Period shall be
the lower of (a) 85% of the Fair Market Value of a share of the Common Stock on
the applicable Enrollment Date, or (b) 85% of the Fair Market Value of a share
of the Common Stock on the applicable Exercise Date.

11.  EXERCISE OF OPTIONS

     Unless a Participant withdraws from the Plan as provided in Section 12
below, the Participant's option for the purchase of shares of Common Stock will
be exercised automatically on each Exercise Date of each Offering Period, and
the maximum number of full shares of Common Stock subject to such option will be
purchased for the Participant, at the applicable Exercise Price, with the
accumulated payroll deductions in the Participant's account.  Any amount
remaining in the Participant's account after an Exercise Date shall be held in
the account until the next Exercise Date in such Offering Period, unless (a) the
Exercise Date is the last day of such Offering Period, in which event any such
amount remaining after the end of the Offering Period shall be refunded to the
Participant within fifteen (15) days after such Exercise Date, or (b) the Plan
has terminated with such Exercise Date as provided in Section 17 below, in which
event any such amount remaining after the pro rata allocation contemplated by
Section 17 below shall be refunded to the Participant within fifteen (15) days
after such termination or Exercise Date.

12.  WITHDRAWAL AND TERMINATION OF EMPLOYMENT

     (a)  A Participant may withdraw all, but not less than all, of the payroll
deductions credited to the Participant's account under the Plan at any time by
giving written notice to the

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Company on a form provided by the Company for such purpose.  Upon the receipt of
such notice of withdrawal from a Participant, all of such Participant's payroll
deductions credited to such Participant's account will be paid to him or her
within fifteen (15) days after receipt of such notice of withdrawal, such
Participant's participation in the Plan will be automatically terminated, and no
further payroll deductions for the purchase of shares by such Participant will
be made.  Payroll deductions will not resume on behalf of a Participant who has
withdrawn from the Plan unless a new enrollment agreement is delivered to the
Company in accordance with Section 7(a) above and, in any event, may not resume
during the Offering Period in which such withdrawal occurs.

     (b)  Upon termination of a Participant's employment with the Company and/or
its Participating Subsidiaries for any reason, including, without limitation,
retirement or death, prior to the Exercise Date of an Offering Period, the
payroll deductions credited to such Participant's account will be returned to
such Participant or, in the case of death, to such Participant's estate, within
fifteen (15) days after the date of such termination, and such Participant's
options to purchase shares under the Plan will be automatically terminated as of
such date.

     (c)  In the event an Employee fails to maintain Continuous Employment for
at least twenty (20) hours per week during an Offering Period in which such
Employee is a Participant, such Employee will be deemed to have elected to
withdraw from the Plan, the payroll deductions credited to such Employee's
account will be returned to the Employee within thirty (30) days after the last
day of the week in which such Employee failed to work at least twenty (20)
hours, and the Employee's options to purchase shares under the Plan will be
terminated as of such date.

     (d)  A Participant's withdrawal from an Offering Period will not have any
effect upon such Participant's eligibility to participate in any succeeding
Offering Period or in any other stock purchase or other benefit plan adopted by
the Company.

     (e)  A Participant who is also an officer or director of the Company
subject to Section 16 of the 1934 Act, and who is deemed to "cease
participation" in the Plan within the meaning of Rule 16b-3 promulgated under
the 1934 Act, as amended from time to time, or any successor rule or regulation,
as a consequence of his or her withdrawal from the Plan pursuant to Section
12(a) above, shall not again participate in the Plan for at least six (6) months
after the date of such withdrawal, subject to the requirements of Section 7
above.

13.  TRANSFERABILITY

     Options to purchase Common Stock granted under the Plan are not
transferable by a Participant other than by will or the laws of descent and
distribution and are exercisable during a Participant's lifetime only by the
Participant.

14.  REPORTS

     Individual accounts will be maintained for each Participant in the Plan.
Statements of account, as of each Exercise Date, will be given to participating
Employees semi-annually within thirty (30) days after such Exercise Date.  Each
statement will set forth the amounts of payroll deductions, the per share
purchase price, the number of shares purchased and the remaining cash balance,
if any, as of the applicable Exercise Date.

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15.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

     (a)  If the outstanding shares of Common Stock are increased or decreased,
or are changed into or are exchanged for a different number or kind of shares,
as a result of one or more reorganizations, restructurings, recapitalizations,
reclassifications, stock splits, reverse stock splits, stock dividends or the
like, upon authorization of the Committee, appropriate adjustments shall be made
in the number and/or kind of shares, and the per-share option price thereof,
which may be issued to any Participant upon exercise of options granted under
the Plan.  No fractional share of stock shall be issued under the Plan pursuant
to any adjustment authorized under the provisions of this Section 15.

     (b)  In the event of the sale, merger, dissolution or liquidation of the
Company or a sale of all or substantially all of the Company's assets, any then
current Offering Periods and Exercise Periods will terminate immediately prior
to the date on which such proposed action is to be consummated, unless otherwise
determined by the Committee.  Upon any such termination, unless otherwise
determined by the Committee, all options to purchase shares will be exercised
automatically, on such date (which shall thus be deemed to constitute an
Exercise Date), to purchase the maximum number of full shares that may be
purchased at the applicable Exercise Price with each Participant's accumulated
payroll deductions.

16.  AMENDMENT OF THE PLAN

     The Board may at any time, or from time to time, amend the Plan in any
respect; provided, however, that the Plan may not be amended in any way that
will cause rights issued under the Plan to fail to meet the requirements for
employee stock purchase plans provided in Section 423 of the Code or any
successor thereto, including, without limitation, as result of the failure to
obtain shareholder approval of such amendment, if required.

17.  TERMINATION OF THE PLAN

     The Plan and all rights of Participants hereunder shall terminate on the
earlier of:

     (a)  the Exercise Date that Participants become entitled to purchase a
number of shares greater than the number of reserved shares remaining available
for purchase under the Plan; or

     (b)  November 30, 2005, unless sooner terminated by the Board at any time
in its discretion.

     In the event that the Plan terminates under circumstances described in
Section 17(a) above, reserved shares remaining as of the termination date shall
be sold to Participants pro rata, based on the number of shares that each of the
Participants is entitled to purchase as of such termination.

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18.  NOTICES

     All notices or other communications by a Participant to the Company under
or in connection with the Plan shall be deemed to have been duly given when
received in the form specified by the Company at the location, and by the
person, designated by the Company for the receipt thereof.  All notices or other
communications by the Company to a Participant under or in connection with the
Plan shall be deemed to have been duly given when delivered personally to such
Participant or two (2) business days after deposit in the U.S. mail, addressed
to such Participant at the last address for such Participant provided in writing
to the Company.

19.  SHAREHOLDER APPROVAL

     Continuance of the Plan shall be subject to approval by the Company within
twelve (12) months before or after the date the Plan is adopted by the Board.
If such shareholder approval is obtained at a duly held shareholders' meeting,
it may be obtained by the affirmative vote of the holders of a majority of the
outstanding shares of the Company present, or represented by proxy, at such
meeting and entitled to vote thereon.

20.  CONDITIONS UPON ISSUANCE OF SHARES

     (a)  The Plan, the grant and exercise of options to purchase shares of
Common Stock under the Plan, and the Company's obligation to sell and deliver
shares upon the exercise of options to purchase shares shall be subject to all
applicable federal, state and foreign laws, rules and regulations, and to such
approvals by any regulatory or governmental agency as may, in the opinion of
counsel for the Company, be required.  In addition, no option may be exercised
unless (i) a registration statement under the Securities Act of 1933, as
amended, shall at the time of exercise of the option be in effect with respect
to the shares issuable under exercise of the option, or (ii) in the opinion of
counsel to the Company, the shares issuable upon exercise of the option may be
issued in accordance with the terms of an applicable exemption from the
registration requirements of such act.  As a condition to the exercise of an
option, the Company may require the Participant to satisfy any qualifications
that may be necessary or appropriate, to evidence compliance with any applicable
law or regulation, and to make any representations and warranties with respect
thereto as may be requested by the Company.

     (b)  The Company may make such provisions as it deems appropriate for
withholding by the Company pursuant to federal or state income tax laws of such
amounts as the Company determines it is required to withhold in connection with
the purchase or sale by a Participant of any Common Stock acquired pursuant to
the Plan.  The Company may require a Participant to satisfy any relevant tax
requirements before authorizing any issuance of Common Stock to such
Participant.

21.  EXPENSES OF THE PLAN

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     All costs and expenses incurred in administering the Plan shall be paid by
the Company, except that any stamp duties or transfer taxes applicable to
participation in the Plan may be charged to the account of such Participant by
the Company.  Any brokerage fees for the purchase or sale of shares by a
Participant shall be borne by the Participant.

22.  NO EMPLOYMENT RIGHTS

     The Plan does not, directly or indirectly, create any right for the benefit
of any employee or class of employees to purchase any shares under the Plan
except pursuant to the terms of the Plan, or create in any employee or class of
employees any right with respect to continuation of employment by the Company.
The Plan shall not be deemed to interfere in any way with the Company's right to
terminate, or otherwise modify, an employee's employment at any time.

23.  EFFECT OF THE PLAN

     The provisions of the Plan shall, in accordance with its terms, be binding
upon, and inure to the benefit of, all successors of each Participant,
including, without limitation, such Participant's estate and the executors,
administrators or trustees thereof, heirs and legatees, and any receiver,
trustee in bankruptcy or representative of creditors of such employee.

24.  APPLICABLE LAW

     The laws of the State of California shall govern all matters relating to
this Plan except to the extent (if any) superseded by the laws of the United
States.



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