<PAGE>  1
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                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                             FORM 10-K

          (Mark One)
      [X] Annual Report Pursuant to Section 13 or 15(d)
          of the Securities Exchange Act of 1934

          For the fiscal year ended December 28, 1996

          OR

      [ ] Transition Report pursuant to Section 13 or 15(d)
          of the Securities Exchange Act of 1934

          For the transition period from _________ to _________
                      Commission File No. 0-18033

                          EXABYTE CORPORATION
         (Exact name of registrant as specified in its charter)

       Delaware                        84-0988566
(State of Incorporation)      (IRS Employer Identification No.)

                          1685 38th Street
                      Boulder, Colorado  80301
     (Address of principal executive offices, including zip code)

                      Area Code(303) 442-4333
         (Registrant's Telephone Number, including area code)

     Securities registered pursuant to Section 12(b) of the Act:
       N/A                                    N/A
(Title of each class)      (Name of each exchange on which registered)

     Securities registered pursuant to Section 12(g) of the Act:
                  Common Stock, $.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 ninety days.

      Yes          /X/                      No          /  /

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.                                                       (X)

The approximate aggregate market value of the voting stock held by 
non-affiliates of the registrant as of March 7, 1997 was $11.125 based on 
the closing sale price on such date.  The aggregate number of shares of
Common Stock outstanding on March 7, 1997 was 18,905,983(a).
<PAGE>  2
Document incorporated by reference: Proxy Statement for the 1997 Annual 
Meeting of Stockholders scheduled to be held May 9, 1997: Part III, Items 
10, 11, 12, and 13.

(a) Excludes 3,397,154 shares of Common Stock held by directors, executive
officers and stockholders whose ownership exceeds ten percent of the Common
Stock outstanding at March 7, 1997.  Exclusion of shares held by any person 
should not be construed to indicate that such person possesses the power, 
direct or indirect, to direct or cause the direction of the management or
policies of registrant, or that such person is controlled by or under common
control with the registrant.
















































<PAGE> 3
PART I

Item 1.
BUSINESS.

THE COMPANY
-----------

Exabyte Corporation ("Exabyte" or the "Company") was incorporated in June 
1985 under the laws of the State of Delaware.  Exabyte designs, develops, 
manufactures, markets and services tape subsystems and robotic tape libraries 
for data storage and interchange applications.  The Company's early strategy 
capitalized on its proprietary adaptation of 8mm helical scan recording 
technology, originally developed by others for video applications.  Exabyte 
provided highly reliable, cost-effective, small form factor tape subsystems 
with leading-edge capacity and superior performance characteristics.  The 
Company's current 8mm strategy includes the introduction of tape subsystems 
based on mechanical deck assemblies developed by both Exabyte and third 
parties.  The Company also expanded its helical scan products to include 4mm 
cartridge tape subsystems, which it discontinued in February 1996.  The 
Company currently offers, through its Eagle(TM) division, minicartridge 
products based upon minicartridge linear and Travan(TM) minicartridge 
technologies.  The Company's various robotic tape libraries store and retrieve
multiple media cartridges and incorporate cartridge tape subsystems offered by
the Company as well as others.  The Company also sells recording media and 
cleaning cartridges and provides repair services for its products.

The Company's strategic focus is the market for information storage and 
retrieval tape subsystems for workstations, midrange computer systems, 
networks, and personal computers, particularly for data backup, archival 
and interchange applications.  As such needs increase, computer manufacturers 
and solution providers require a variety of products with varying price, 
performance, capacity and form-factor characteristics.  Exabyte offers or 
intends to offer a number of products to address a broad range of these 
requirements.  The Company markets all of its tape subsystems and robotic 
tape libraries primarily to original equipment manufacturers ("OEMs"),
non-system OEMs ("NSOs") and resellers, which include distributors and 
solution providers.  In addition, the Company markets its minicartridge and 
Travan(TM) products to retailers such as CompUSA.  Among Exabyte's OEM 
customers are Bull S.A., Control Data, Data General, Digital Equipment 
Corporation, Hewlett-Packard, IBM, Intergraph, NCR, Sequent, Siemens Nixdorf, 
Silicon Graphics, Sun Microsystems and Unisys.  Among the Company's 
distribution customers are Anthem, Avnet, Consan, Gates/FA, Ingram Micro, 
Intelligent Electronics, Merisel, Micro Age, and Tech Data.  See "Business--
Marketing and Customers."

In addition to the historical information contained in this document, the 
following discussion contains forward-looking statements that involve risks 
and uncertainties.  The actual results that the Company achieves may differ 
materially from any forward-looking statements due to such risks and 
uncertainties.  Words such as "believes," "anticipates," "expects," "intends,"
and similar expressions are intended to identify forward-looking statements, 
but are not the exclusive means of identifying such statements.  The Company 
undertakes no obligation to revise any forward-looking statements in order to 
reflect events or circumstances that may arise after the date of this report. 
Factors that could cause or contribute to such differences include, but are 
not limited to, those discussed in the section entitled "Risk Factors."


<PAGE> 4
RISK FACTORS
------------

Production Capability; Mammoth
------------------------------

The Company began commercial shipment of the Mammoth product ("Mammoth") in 
the first quarter of 1996.  Mammoth incorporates a mechanical deck 
manufactured by the Company.  Exabyte's manufacturing experience in the 
past has been largely limited to assembling and testing purchased components, 
with limited experience in other phases of manufacturing.  In particular, the 
Company has had only limited experience in manufacturing mechanical decks and 
certain critical components of the deck assembly, including the recording 
heads, scanner assemblies and cartridge loader subsystems.  There can be no 
assurance that Exabyte will be able to manufacture Mammoth in commercial 
quantities at commercially acceptable cost.  In 1996, a supply shortage of 
Mammoth head components resulted in a substantial quantity of unfilled 
orders for the product and a failure to achieve planned production levels 
for Mammoth.  Any further inability to manufacture Mammoth and its components 
in the required volumes would have a material adverse effect on the Company's 
competitive position and on its results of operations.  See "Business--
Manufacturing."

Further, there can be no assurance that the manufacture and sale of Mammoth 
will not infringe the proprietary rights of third parties.  The mechanized 
deck assembly incorporated in Mammoth is produced by the Company rather than 
supplied from a third party.  As such, the Company does not benefit from 
supplier indemnification regarding patent or other intellectual property 
infringement.  See "Business--Patent and Licensing." 

The Company's ability to sustain growth in the Mammoth product line depends on
the availability of advanced tape media meeting the Company's specifications. 
The advanced tape media is currently sourced exclusively from Sony Corporation
("Sony"), a competitor to the Company.  See "Dependence on Key Vendors/
Competitors; Sony and Hitachi" below.  Exabyte's ability to obtain an 
adequate supply of advanced tape media which meets the Company's 
specifications has been and may be further affected by any constraint in 
Sony's media production capability, by the divergence of Sony's limited media 
supply to third parties, by any change in Sony's media specifications which no
longer meet the Company's requirements, or otherwise as a result of Sony's 
competitive position.  See also "Business--Manufacturing" and "Business--
Competition."

Dependence on Key Vendors/Competitors; Sony and Hitachi
-------------------------------------------------------

The Company's ability to maintain cost-effective manufacturing volume depends 
on uninterrupted access to high quality components in required volumes and 
at competitive prices.

The Company's 8mm mechanical tape decks, other than Mammoth, are currently 
supplied from two principal sources, Sony and Hitachi Ltd. ("Hitachi").  
Sony supplies tape decks for the EXB-8205XL and EXB-8505XL, and Hitachi 
supplies tape decks for the EXB-8700 and Eliant(TM) 820.  While the Company 
has contracts with Sony and Hitachi for the supply of their respective 8mm 
decks, there can be no assurance either that the supply of decks will continue
or that prices will remain at their current levels.  Exabyte is currently 
negotiating with Sony regarding the expiration of Sony's supply agreement 

<PAGE> 5
in 1998.  In addition, Sony is currently the sole supplier of advanced media 
for Mammoth.  See "Business--Manufacturing."  

Sony announced during the second quarter of 1996 and Hitachi announced 
during the third quarter of 1996 the introduction of competitive 8mm 
products.  Sony's and Hitachi's competitive position may adversely affect 
Exabyte's ability to obtain 8mm mechanical decks and tape media at 
required volumes and competitive prices.  While there are other manufacturers 
of 8mm decks, customizing these decks for the Company's products would require
many months of effort.  There can be no assurance that such effort would be 
successful or, even if successful, that it would not result in a significant 
delay in the shipment or termination of the Company's products.

In addition to its dependence on Sony and Hitachi, the Company has engaged 
other third parties, including competitors and potential competitors, in the 
joint development of products or components and may do so again in the future.
These relationships subject Exabyte to other supply or technology 
dependencies.  The Company further relies on other sole source vendors for 
certain critical components, including but not limited to, printed circuit 
boards, semiconductor circuits, reel motor assemblies and read/write heads.  
The Company has executed master purchase agreements with some of its sole 
source vendors and conducts business with the others on a purchase order 
basis.  A reliance on sole source vendors involves several risks, including 
possible shortage of certain key components and reduced control over delivery 
schedules, manufacturing yields, quality and costs.  The Company has in the 
past experienced problems with the quality of and interruptions in the supply 
of sole source components.  Any future yield, quality, delivery or supply 
problems with any of these vendors could force Exabyte to delay shipments of 
its products, which could have a material adverse effect on the Company's 
competitive position and its results of operations.  See "Business--
Manufacturing."

Exabyte is also dependent on third parties, including competitors, for the 
supply of some of its interchangeable drives offered in its Eagle(TM) line.  
See "Business--Business and Strategy--Tape Subsystem Products."  Some of these 
drives are solely sourced and any supply constraint of such drives could force
Exabyte to delay or cancel shipments of these products which could have a 
material adverse effect on the Company's competitive position and results of 
operations.  See "Business--Business Strategy and Products."

The Company's minicartridge drive subsystems incorporate cartridge media 
developed and produced by Imation, a media division spin-off of 3M 
Corporation and other third party cartridge suppliers.  Imation, owner of 
DC 2000 and Travan(TM) technology, devotes substantial resources to the 
development of further enhancements to the technology.  The Company's ability 
to successfully compete in the minicartridge business depends, in part, on 
accessing and adapting to change in minicartridge technology.  See 
"Business--Research and Development."

Competition
-----------

The tape storage market is highly competitive and the Company expects 
competition to increase.  Numerous companies are engaged in researching, 
developing and commercializing data storage products.  Such companies 
include computer manufacturers, such as IBM and Hewlett-Packard, that 
incorporate their own tape storage products in their systems.  Competition 
has resulted in price erosion of the Company's products in the past, and such 
erosion is expected to occur in the future.  
<PAGE> 6
Exabyte currently competes at the higher end of the tape subsystem market 
against half-inch cartridge products produced by others.  Such half-inch 
products offer higher capacities and data transfer rates than do the Company's
current products.  Quantum Corporation, with its introduction of digital 
linear tape ("DLT"), serves the higher end of the tape subsystem market 
addressed by the Company's current and announced products.  In particular, 
Quantum's DLT 4000 and DLT 7000 products have established a significant 
presence in the market targeted by the Company with its Mammoth product.  
Additionally, the DLT 7000 has data storage capacities and transfer rates 
which exceed the Company's current or announced products.  Among the 
competitors currently offering other half-inch cartridge products are Fujitsu,
IBM, Overland Data and StorageTek.  Other competitors may also enter the 
half-inch market in the future.

Exabyte faces direct competition from companies offering 8mm tape 
subsystems.  In particular, Sony announced a competitive 8mm product in the 
second quarter of 1996, and in the third quarter of 1996 Hitachi announced a 
competitive 8mm product which has the potential to read data written by the 
Company's products.

Additional competition in the tape subsystem market has come from companies 
offering 4mm products using helical scan technology and companies offering 
minicartridge tape products which utilize conventional tape technologies 
that record on parallel tracks.  At the low end of the market, the Company's 
minicartridge products compete indirectly with 4mm products and directly with 
the minicartridge products manufactured by Seagate, Hewlett-Packard, Iomega, 
Tandberg, Tecmar, and other vendors.

Exabyte's family of library products competes at the low end with 4mm 
library products offered by ADIC, Seagate, Qualstar and Hewlett-Packard; at 
the midrange segment with products offered by IBM, Qualstar, Quantum, 
SpectraLogic and StorageTek; and at the high end with libraries offered by 
IBM, Quantum, Odetics and StorageTek.  The Company may face significant 
competitive challenges in the library market in the form of pricing pressure 
and loss of business.  Exabyte's library offerings currently represent 
higher-margin business to the Company and, as such, any shortfall in the sale 
of these products would have a negative effect on the Company's results of 
operations.  See "Business--Competition" and "Business--Business Strategy 
and Products."

Some of the Company's current and prospective competitors have significantly 
greater financial, technical, manufacturing and marketing resources than those
of the Company.  There can be no assurance that these competitors will not 
devote those resources to the aggressive marketing of helical scan, 
minicartridge, half-inch cartridge, optical or other storage product 
technologies.  See "Business--Competition" and "Business--Research and 
Development."

Product and Quality Performance
-------------------------------

The Company's products are designed and marketed primarily for applications 
involving storage, backup and interchange of computer data.  Any failure of 
the Company's products to perform in accordance with specifications could 
result in the loss of critical user data.  Such a loss may result in claims 
against the Company for damages arising from such data loss.  In addition, 
the Company may incur costs associated with a product recall or other 
corrective action to address product defects, including latent or epidemic 
defects.  The Company's results of operations could be materially adversely 
<PAGE> 7
affected by the costs related to such corrective action or the defense of 
claims and the payment of any judgment or settlement in excess of any 
insurance coverage.  While the Company has in the past incurred certain costs 
related to product defects, no such costs to date have resulted in a 
material adverse effect to the Company's results of operations.

Product Development
-------------------

Exabyte participates in an industry that is subject to rapid technological 
change.  The Company believes that its future success will depend on its 
ability to apply and extend its technology and further develop reliable tape 
subsystems and robotic tape libraries with competitive price performance and 
quality characteristics.  Accordingly, Exabyte's ability to compete 
successfully depends on continued enhancements to its existing products and 
the timely development of new products that meet the changing needs of users. 
The Company has experienced delays from time to time meeting internal product 
development schedules.  In the future, the Company may encounter difficulties 
that could delay or prevent future product development.

In addition, the Company's ability to maintain its current products and to 
introduce new products depends on access to high-quality tape media which is 
produced by a small number of vendors including Sony, Imation and Verbatim.  
In the event such advanced tape media is not available in sufficient 
volume at an acceptable quality level and at a competitive price, the Company 
could be forced to delay or cancel shipments or the introduction of announced 
products which could have a material adverse effect on the Company's 
competitive position and its results of operations.

There can be no assurance that any announced products will be successfully 
developed, made commercially available on a timely basis or achieve market 
acceptance.  See "Business--Business Strategy and Products."

Management of Business and Product Transitions
----------------------------------------------

The Company is currently experiencing a period of rapid business and product 
transition as it addresses the complexities of developing, manufacturing and 
servicing multiple products which incorporate several different technologies 
and which are sold through multiple marketing channels. This transition has 
placed a significant strain on the Company's management, operational and 
financial resources, and may continue to do so in the future.  Effective 
management of this business transition will require Exabyte to continually 
implement and improve its operational, financial and information systems and 
to expand, train and manage its employee base. In addition, the development 
and manufacture of multiple product lines may cause product quality levels 
to fall below acceptable standards.

Exabyte continually assesses its product cycles in terms of product 
introduction and withdrawal.  Any failure by the Company to accurately 
estimate the timing of new product introductions may result in the premature 
or delayed withdrawal of its existing product lines.  The premature withdrawal
of an existing product line could result in the loss of revenue and earnings 
contribution from that product line.  The delayed withdrawal of an existing 
product line could result in the Company's assumption of excess product 
inventory.  Additionally, the premature or delayed introduction of a product 
could adversely affect the sales or withdrawal timing of an existing product. 
Failure to accurately time product introductions and withdrawals could have a 
material adverse effect on the Company's results of operations.
<PAGE> 8

Key Employees
-------------

The development, introduction and success of Exabyte's products depend 
largely on the continued employment of certain key employees.  The loss of 
key employees could delay internal product development schedules, interrupt 
team continuity and subject Exabyte to the risk of losing proprietary 
information to competitors or other third parties.

Exabyte has in the past lost key employees to competitors and other companies
and may likely lose key employees in the future.  Although Exabyte has 
incentive programs in place which are designed to encourage the continuous 
employment of certain key employees, there can be no assurance that such 
programs will be successful.  The loss of key employees could have a material 
adverse effect on the Company's results of operations.  See "Business--
Employees."

Fluctuations in Quarterly Results
---------------------------------

The Company's results can fluctuate substantially from quarter to quarter for 
various reasons.  For example, the markets served by Exabyte are volatile 
and subject to market shifts, which may or may not be discernible in advance 
by the Company.  A slowdown in the demand for workstations, midrange computer 
systems, networks and personal computers could have a material adverse effect 
on the demand for the Company's products in any given period.  Also, the 
Company has experienced delays in receipt of purchase orders and, on occasion,
anticipated purchase orders have been rescheduled or have not materialized 
due to changes in customer requirements.  Exabyte's customers may cancel 
or delay purchase orders for a variety of reasons including the rescheduling 
of new product introductions, changes in customer inventory practices or 
forecasted demand, impact of general economic conditions affecting the 
computer market, new product announcements by the Company or others, quality 
or reliability problems related to the Company's products, or selection of 
competitors as alternate sources of supply.  

The Company's operations have in the past and will in the future reflect 
substantial fluctuations from period to period as a consequence of such 
industry shifts, price erosion, general economic conditions affecting the 
timing of orders from customers, as well as other factors discussed herein.  
In particular, Exabyte's ability to forecast sales to resellers, NSOs and OEMs
is especially limited as such customers typically provide the Company with 
relatively short order lead times.  See "Business--Marketing and Customers; 
Principal Customers."

Inventory Write-Downs and Special Charges
-----------------------------------------

The Company may be unable to manage inventory levels to meet changing 
patterns of product demand, product transitions and new product 
introductions.  Such inability may result in the Company incurring a special 
charge or inventory write-down, or establishing a reserve which would have a 
material adverse effect on its results of operations.  The Company has in the 
past incurred special charges or inventory write-downs which have had a 
material adverse effect on the Company's results of operations.  There can be 
no assurance that additional reserves, write-downs or write-offs will not 
be taken in the future and that such actions will not have a material adverse 

<PAGE> 9
effect on the Company's results of operations.  See "Business--Business 
Strategy and Products."

Volatility of Stock Price
-------------------------

The market price of the Company's Common Stock has historically been, and is 
expected to continue to be, extremely volatile.  The Company's operating 
results have been below the expectations of investors and market analysts in 
the past, and are likely to be below expectations again in some future 
period.  A shortfall in analyst or investor expectations of Exabyte's 
operating results has had and could again have an immediate and significant 
impact on the market price of the Company's Common Stock.  Other factors could
also have an immediate and significant impact on the market price of the 
Company's Common Stock, including without limitation, the Company's disclosure
of its assessment of its business prospects, new product announcements by the 
Company's competitors and general conditions in the computer market.

Dependence on Key Customers
---------------------------

During 1996, IBM accounted for almost 15% of the Company's sales.  Exabyte's 
three largest customers accounted for an aggregate of 35% of the Company's 
sales.  These customers are not required to purchase a minimum quantity of the
Company's products and may cancel or reschedule orders without significant 
penalty.  The loss of one or more of these customers or substantial 
cancellations by these customers would have a material adverse effect on the 
Company's results of operations.  In addition, significant rescheduling or 
deferrals of orders by any of these customers could cause substantial 
fluctuations in the Company's quarterly results.  See "Business--Marketing 
and Customers; Principal Customers."

Risks Related to Foreign Sourcing
---------------------------------

Because many of Exabyte's key components and products are currently or 
may be manufactured in Japan, Germany, The Netherlands, China, Hong Kong, 
Malaysia or Singapore, the Company's results of operations may be materially 
affected by fluctuations in currency exchange rates.  See "Business--
Manufacturing."  A substantial portion of the Company's products incorporate 
subassemblies and components purchased from Japanese or other overseas 
suppliers in yen or other foreign currencies.  The Company enters into 
foreign currency forward contracts to hedge the purchase of certain inventory 
components from Japanese suppliers.  See Note 1 of Notes to the Consolidated 
Financial Statements.  Additional contractual arrangements may be made 
subjecting Exabyte to additional foreign exchange rate risks.  See 
"Business--Foreign Exchange and Import Restrictions."

The Company's international involvement is also subject to certain other 
risks common to foreign operations in general, including government regulation
and import restrictions.  In particular, an adverse foreign exchange movement 
of the U.S. dollar versus Japanese yen or other currency, or the imposition of
import restrictions or tariffs by the United States government on products or 
components shipped from Japan or another country could have a material adverse
effect on the Company's results of operations.  Additionally, because 
Exabyte's products incorporate components produced overseas, the sale of the 
Company's products to domestic federal or state agencies may be restricted by 
limitations imposed by the Buy American Act or the Trade Agreement Act.  
See "Business--Foreign Exchange and Import Restrictions."
<PAGE> 10

Risks Related to Foreign Sales
------------------------------
 
Direct international sales accounted for approximately 30% of sales in 1996 
and Exabyte currently expects that direct international sales will 
continue to represent a significant portion of the Company's revenue.  See 
"Business--Marketing and Customers; International Sales."  In addition, many 
of the Company's domestic customers ship a significant portion of Exabyte's 
products to their customers overseas.  Currently, a small percentage of sales 
are denominated in foreign currencies and may be directly affected by foreign 
exchange rate fluctuations.  Changes in the foreign exchange rates may also 
affect the volume of sales denominated in U.S. dollars to overseas customers 
because such change would impact local currency pricing.  The Company's sales 
are also subject to risks common to export activities, including government 
regulation, tariffs, and import and environmental restrictions.  Exabyte's 
international sales are subject to export licensing requirements. See 
"Business--Foreign Exchange and Import Restrictions."

Risks Related to Foreign Operations
-----------------------------------

The Company's subsidiaries in The Netherlands, Germany, Japan, Canada and 
Singapore operate under their respective local currencies.  See Note 1 to 
the Company's Consolidated Financial Statements.  As a result, any amounts 
payable to a subsidiary or owed by a subsidiary are subject to the foreign 
exchange rate between the U.S. dollar and the respective local currency, and 
could have a material impact on the Company's results of operations.  In 
addition, the Company's foreign operations are subject to the risks generally 
applicable to the conduct of business in such countries.  See "Business--
Foreign Exchange and Import Restrictions."

Third Party Proprietary Rights
------------------------------

The Company has received in the past, and may receive in the future, 
communications from third parties asserting that the Company's products 
infringe their proprietary rights or seeking indemnification from third 
parties against infringement of others.  There can be no assurance that 
any of these claims will not result in prolonged and costly litigation.  
While it may be necessary or desirable in the future to obtain licenses 
relating to one or more of Exabyte's products or relating to current or 
future technologies, there can be no assurance that the Company will be 
able to do so on commercially reasonable terms. The inability to obtain 
any required license or to obtain such license on commercially reasonable 
terms could have a material adverse effect on the Company's results of 
operations.   See "Business--Patents and Licenses."

Third Party Contract Manufacturing
----------------------------------

The Company has entered into agreements with domestic and overseas third 
parties to manufacture the Company's libraries and minicartridge drive 
subsystems as well as components for a number of its products.  Third party 
manufacturing may impair the Company's ability to establish, maintain or 
achieve adequate product manufacturing design standards or product quality 
levels.  Associated risks are particularly pronounced in the early stages of 
manufacturing and may subject the Company to additional risks.  A number of 

<PAGE> 11
the Company's third party manufacturing programs involve such early-stage 
manufacturing.  See "Business--Manufacturing."

Third party manufacturing of the Company's products is based in part on 
technology that the Company believes to be proprietary.  Exabyte may license 
this technology to contract manufacturers to enable them to manufacture 
products for the Company.  There can be no assurance that such manufacturers
will abide by any use limitations or confidentiality restrictions in licenses 
with the Company.  In addition, these manufacturers may develop processes 
related to manufacturing the Company's products which they would then own 
independently or jointly with the Company.  Any such action would increase 
Exabyte's reliance on such manufacturers or would require the Company 
to obtain a license from such manufacturers in order to manufacture its 
products.  There can be no assurance that any necessary licenses would be 
available on terms acceptable to the Company, if available at all.  See 
"Business--Patents and Licenses."

Regulation of Commercial Property
---------------------------------

The Company's principal place of business is Boulder, Colorado, where it 
currently occupies leased space within the city in the total approximate 
amount of 448,000 square feet.  The City of Boulder has undertaken a rezoning 
initiative which may include changes in the regulation of the use of existing 
commercial space within city limits to address various city growth issues.  
The imposition of local government restrictions which limit the Company's 
ability to use its leased facility in accordance with its commercial 
requirements could adversely affect the Company's performance and achievement 
of its business objectives.

Anti-Takeover Provisions
------------------------

The Company has taken a number of actions which could have the effect of 
deterring a hostile takeover or delaying or preventing a change in control 
that could result in a premium payment to the Company's stockholders for their
shares or that might otherwise be beneficial to the stockholders.  The Company
has adopted a stockholder rights plan which could cause substantial dilution 
of stock to a person who attempts to acquire the Company on terms not approved
by the Board of Directors (the "Board").  In addition, the Company's Restated 
Certificate of Incorporation and By-laws contain provisions which may delay or
prevent a change in control.  These provisions include: (i) the classification
of the Board; (ii) the authority of the Board to issue preferred stock, without 
further action by the stockholders, with such voting rights and other 
provisions as the Board may determine; (iii) the requirement that actions by 
stockholders be taken at a meeting of stockholders and not by written consent;
(iv) the requirement for advance notice of stockholder proposals and director 
nomination; (v) the provision that only the Board may increase the authorized 
number of directors; and  (vi) the requirement that special meetings of 
stockholders may be called only by the Chairman of the Board, President or 
majority of directors.

Effective January 26, 1996, the Compensation Committee approved, and the Board
adopted, a severance compensation program ("Severance Program") under which 
officers and other key employees of the Company would receive certain 
severance payments if they are dismissed from Exabyte within one year 
after certain changes in control of the Company occurred.  The Severance 
Program provides for a severance payment in varying amounts, not to exceed 
18 months of compensation, depending upon: (i) the time of any such change in 
<PAGE> 12
control; and (ii) the position level of the terminated officer or employee.  
The Severance Program further allows, in certain circumstances, accelerating 
the vesting of outstanding and unexercised stock options held by the affected 
officer or employee.

Securities Suits
----------------

A large number of companies, directors and officers in the high technology 
industry have been subjected to class action and derivative action suits filed
in federal and state courts.  These suits generally allege that the defendants
failed to adequately disclose certain risks.  The Company's results of 
operations could be materially affected by the legal costs of defending such 
actions, the divergence of management's attention from the Company's 
business, and the payment of any judgment or settlement arising out of any 
such actions against the Company in the future.  In 1993, the Company 
successfully defended a series of such class actions at an immaterial cost 
to the Company and it is the Company's belief there are no current or pending 
actions against the Company at this time.

BUSINESS STRATEGY AND PRODUCTS
------------------------------

The Company's strategic focus is the information storage and retrieval tape 
subsystems market for workstations, midrange computer systems, networks and 
personal computers, particularly for data backup, archival and interchange 
applications.  As the need for data backup and archival storage increases, 
computer manufacturers and solution providers require a variety of products
which vary as to price, performance, capacity and form-factor characteristics.
Exabyte's strategy is to offer a number of products to address a broad 
range of these requirements. 

Exabyte currently offers two lines of its 8mm products:  the Performance Line 
and the Value Line.  The Performance Line currently consists of the Mammoth 
drive.  Mammoth has a storage capacity of up to 40 gigabytes with 
data compression.  The Value Line consists of the EXB-8205XL, EXB-8505XL, 
EXB-8700 and the Eliant(TM) 820.  The Value Line has storage capacities 
ranging from 5 gigabytes to 14 gigabytes with data compression.  Both lines 
address the midrange and a portion of the higher end of the market, the 
remainder of which is largely served by 4mm and half-inch linear tape drive 
subsystems produced by competitors.

The Company also offers minicartridge linear tape drive subsystems based on 
the Travan(TM) technologies to address a portion of the lower end of the 
market.  Storage capacities for these products range from 1.6 gigabytes to 
8 gigabytes with data compression.  Also offered by Exabyte's Eagle(TM) 
division are drives designed to be used interchangeably in a drive bay mounted
in a PC.  Such drives include products produced by the Company or sourced from
third parties.  See "Tape Subsystem Products" on page 13.

The Company offers various robotic libraries which incorporate its Value and 
Performance Lines to extend the capacities of these products.  Exabyte's 
strategy also includes the development of libraries for use in conjunction 
with 4mm and DLT drive subsystems offered by others.  

The Company also offers consumables, including media and cleaning cartridges, 
and provides service for all of its product lines.


<PAGE> 13
Tape Subsystem Products
-----------------------

Current Products

The primary factors distinguishing the Company's tape subsystem products from 
one another are base technology, form factor, interface, data capacity, data 
transfer rate, and inclusion of the data compression feature.  The 8mm 
subsystems are based upon helical scan technology.  Exabyte's minicartridge 
products incorporate Travan(TM) minicartridge tape technology. 

Form factor is the physical size of the device with respect to the industry 
standard formats: 5 1/4" Half-High or 3 1/2" form factors. Data capacity is 
the total amount of data which can be stored on a single media cartridge. Data
transfer rate is the speed data may be transferred to or from the subsystem.  
Both data capacity and transfer rate are affected by the application of data 
compression.  The Company's 8mm data compression is accomplished by 
incorporating the Improved Data Recording Capabilities (IDRC) compression 
algorithm licensed from IBM.  The data capacity and transfer rate reflected 
in the accompanying table assumes a data compression ratio of two to one.  
The actual compression ratio will vary depending upon the nature of the data 
being compressed, and the quality of the media and drives used for 
compression.
<TABLE>
<CAPTION>
Product Line/                                                             Transfer
Product             Media       Technology   Form Factor   Capacity (Gb)  Rate (Kb/s)  Interface  
-------------       -----       ----------   -----------   -------------  -----------  ---------
<S>                 <C>         <S>           <C>            <C>          <C>           <S> 
Value Line
  EXB-8505XL        8mm         Helical Scan  5 1/4" HH      7.0/14.0*    500/1,000*    SCSI
  EXB-8205XL        8mm         Helical Scan  5 1/4" HH      3.5/7.0*     250/500*      SCSI
  EXB-8700          8mm         Helical Scan  5 1/4" HH      7.0/14.0*    500/1,000*    SCSI
  Eliant(TM) 820    8mm         Helical Scan  5 1/4" HH      7.0/14.0*    1,000/2,000*  SCSI

Performance Line
  Mammoth           8mm         Helical Scan  5 1/4" HH      20.0/40.0*   3,000/6,000*  SCSI

Eagle(TM) Line
  Eagle(TM) TR-3    Minicartr.  Travan(TM)    3 1/2" or       1.6/3.2*    158/316*      Floppy
                                              5 1/4" HH
  Eagle(TM) TR-4i   Minicartr.  Travan(TM)    3 1/2" or       4.0/8.0*    500/1,000*    IDE
                                              5 1/4" HH
</TABLE> 
HH--    Half-High
* --    Denotes the application of data compression.

The Company also offers stand-alone versions of some of its 8mm products. 
Each stand-alone version incorporates a power supply and is housed in a 
desktop enclosure.  These stand-alone products have received applicable 
regulatory approvals, enabling the Company's customers to begin shipping 
immediately without incurring their own design and regulatory agency approval 
delays.

The Company's minicartridge products are also offered in a Nest(TM) version.  
Nest(TM) drives are cordless and can be installed into and removed from any 
Nest(TM) bay, which is installed in a PC.  The Nest(TM) drives include the 
Nest(TM) versions of Eagle(TM) TR-3 and TR-4i drives, a 100 megabyte Zip(TM) 
drive, a 1.4 gigabyte hard drive, and the LS120, a 120 megabyte floppy drive.
<PAGE> 14
The cartridge tape subsystems listed below together accounted for 70%, 62%, 
and 52% of revenue in 1996, 1995, and 1994, respectively, and represented, 
by category, the following percentages of revenue:

<TABLE>
<CAPTION>
                                1996             1995             1994
                                ----             ----             ----
<S>                              <C>              <C>              <C>
8mm Value Line...............    61%              60%              51%		
8mm Performance Line.........     4%               0%               0%	
Eagle(TM) Drives/Nest(TM)....     5%               2%               1%	

Total .......................    70%              62%              52%	
</TABLE>
Sales percentages do not include Exabyte's discontinued 4mm or full-high tape 
drive subsystems.

Announced Drive Products
------------------------

The Company has announced the following new tape subsystem products:

     Exabyte announced in the first quarter of 1997 the Eagle(TM) TR-4i SCSI 
     minicartridge tape drive subsystem with commercial shipments expected in 
     the second quarter of 1997.  The TR-4i SCSI utilizes a read-while-write 
     technology and a SCSI interface, rather than the IDE interface utilized 
     by the other Eagle(TM) drives.  With a form factor of 3 1/2" or 5 1/4" 
     half-high, the storage capacity and transfer rate of the announced drive 
     will be identical to the TR-4i and TR-4i Nest(TM).

     Exabyte also announced in the first quarter of 1997 the Eagle(TM) DMi(TM)
     minicartridge tape drive subsystem.  Commercial shipment of the Eagle(TM)
     DMi(TM) drive is not expected until the fourth quarter of 1997.  The 
     Eagle(TM) DMi(TM) drive utilizes Philips' DigaMax(TM) technology in a 
     3 1/2" or 5 1/4" half-high form factor.  Storage capacity of the 
     announced drive is anticipated at 13 gigabytes without data compression 
     and transfer rate is anticipated at 2000 kilobytes per second, also 
     without data compression.

There can be no assurance that any of these or future announced products will 
be successfully developed, made commercially available on a timely basis, or 
achieve market acceptance.  See "Risk Factors--Product Development."

Libraries
---------

Current Library Products

The Company offers a family of library subsystems which automates the storage 
and retrieval of substantial amounts of data.  Each library subsystem 
incorporates one or more drive subsystems and multiple tape media cartridges. 
The accompanying table lists the Company's current library offering in terms 
of the technology, the form factor and the maximum number of drive subsystems 
and tape media cartridges which may be incorporated in the library.  The 
EXB-218 and the EXB-018 are the Company's 4mm tape library products.  The 
EXB-218 is designed to incorporate Exabyte's discontinued 4mm tape drive 
subsystems, and the EXB-018 is designed to incorporate 4mm tape drive 
subsystems offered by others.
<PAGE> 15
<TABLE>
<CAPTION>
   Product                              Drive        Max. #          Max. #
   ("EXB-")         Technology       Form Factor   of Drives     of Cartridges
   --------         ----------       -----------   ---------     -------------
    <S>                 <C>            <C>             <C>            <C> 
      10h               8mm            5 1/4" HH       1              10
      210               8mm            5 1/4" HH       2              10
      220               8mm            5 1/4" HH       2              20
      440               8mm            5 1/4" HH       4              40
      480               8mm            5 1/4" HH       4              80
    218/018             4mm            3 1/2"          2              18
</TABLE> 
________________
HH -- Half-High

Library products together accounted for 15%, 16% and 11% of revenue in 1996, 
1995 and 1994, respectively.

The Company's library products provide relatively higher levels of profit 
margin contribution to the Company's results of operations.  Any shortfall 
in the sale of the Company's higher-margin products, such as its library 
offerings, would have a negative effect on the Company's results of 
operations.  See "Risk Factors--Competition."

Consumables
-----------

The Company distributes 8mm and minicartridge data cartridges as well as 
cleaning cartridges and data cartridge holders.  The high-quality media, 
produced by one or more third parties, is available in different lengths to 
handle various data storage requirements. Sales of consumables accounted for 
approximately 12%, 9% and 8% of sales in 1996, 1995 and 1994, respectively.

Service/Spare Parts
-------------------

The Company provides various types of services to its customers, end-users and
other third parties.  Such services include factory repair service and on-site 
service repair.  Factory repair services are provided for customers in North 
America at Exabyte's headquarters in Boulder, Colorado and its facility in 
Ontario, Canada.  European customers receive these services from Exabyte's 
facility in Scotland, and customers in the Pacific Rim region receive these 
services from Exabyte's Singapore and Australian facilities.

On-site service repair is currently provided for customers in North America 
through authorized on-site service providers.  Exabyte provides on-site 
services directly to its European customers.

Exabyte also sells spare parts through a number of spare parts distributors 
and sells surplus and/or refurbished products through third parties.

Service and spare parts sales accounted for approximately 6%, 6% and 5% of 
sales revenues in each of 1996, 1995 and 1994.  Customer service is also 
available from a third party depot in Japan under contract with the Company.




<PAGE> 16
MARKETING AND CUSTOMERS
-----------------------

The Company markets its tape subsystems and robotic tape libraries primarily 
to OEMs, NSOs, resellers and retailers.  The reseller market includes solution
providers and distributors.  The Company's initial sales of new products are 
often made through distributors to solution providers who are generally 
quicker to evaluate, integrate and adopt new technology.  However, as a new 
product successfully completes the qualification process, OEM sales have 
generally represented an increasing proportion of sales of that product.

Marketing and Customers; Sales Channels
---------------------------------------

The Company's OEM and NSO customers incorporate Exabyte's drives as part of 
their system offerings.  The Company often works with these customers early 
in the product development cycle in order to have its tape subsystems designed
into their computing systems.  The sales cycle for OEM and NSO customers 
involves extensive product and system evaluation and integration and typically
ranges from 6 to 18 months.  A sales cycle typically consists of general 
evaluation of the technology, qualification of the product specifications, 
verification of product compliance with product specifications, integration 
of the product into the customers' systems, and announcement and volume 
shipment of the customers' systems.  Exabyte's product shipments are linked 
to the development cycle and introduction to the OEMs' and NSOs' new systems. 
Sales of all products to OEMs represented 44%, 44% and 43% of sales in 1996, 
1995 and 1994, respectively.  Sales to NSOs represented 7%, 10% and 15% of 
sales in 1996, 1995 and 1994, respectively.

The Company's reseller customers include both solution providers and 
distributors.  Solution providers often use the Company's tape subsystems to 
upgrade various types of installed computer systems, including those 
manufactured by IBM, Sun Microsystems and Digital Equipment Corporation.  
These upgrades usually provide a more cost-effective tape backup solution for 
these systems. Some solution providers package the Company's tape subsystems 
into a stand-alone enclosure containing a power supply and software for 
attachment to the end user's system and often combine the Company's products 
with other storage devices, such as single or multiple disk drives, to deliver
a value-added storage subsystem solution.  Direct sales to solution providers 
accounted for approximately 2%, 4% and 5% of sales in 1996, 1995 and 1994, 
respectively.

The Company also markets its products through a number of distributors to 
OEMs, NSOs, solution providers and end users.  The various classes of the 
Company's distributors, including industrial, commercial and technical 
distributors as well as national and regional resellers, provide various 
levels of marketing, technical and sales support.  As a result, the Company 
often supports its distributors by providing marketing and technical support 
directly to the distributors' customers, thereby incurring certain additional 
costs for such sales.  Other costs and risks associated with the distribution 
business include various inventory price protections and stock rotation 
obligations undertaken by the Company.  The distribution business is also 
characterized by relatively short order lead times which limit the Company's 
ability to forecast sales to these customers.  Sales to distributors accounted
for approximately 44%, 38% and 33% of sales in 1996, 1995 and 1994, 
respectively.

Exabyte also began marketing its Eagle(TM) line through retailers

<PAGE> 17
in 1996, although direct sales to retailers accounted for less than 
1% of total sales for the year.

Marketing and Customers; International Sales
--------------------------------------------

The Company also markets its products overseas directly to OEMs, NSOs and 
solution providers and through distributors to solution providers and end 
users.  Each major international market addressed by the Company is served by 
distributors with rights to sell the Company's products in a country or group 
of countries.  The Company has established a wholly owned subsidiary in The 
Netherlands to provide sales and technical support throughout Europe, and the 
Singapore subsidiary provides sales and technical support for the Pacific 
Rim region.  The Company has also established a wholly owned subsidiary in 
Scotland for the purpose of providing product repair services to European 
customers as well as manufacturing certain products.  See "Business--
Manufacturing."  In 1996, Exabyte established repair service facilities in 
Australia and Singapore, and established a wholly owned subsidiary in Canada 
for repair services in North America.  Several of the Company's independent 
overseas distributors also provide repair services directly or through 
their affiliates.

Direct international sales accounted for approximately 30%, 31% and 27% of 
sales in 1996, 1995 and 1994, respectively.  See Note 10 of Notes to 
Consolidated Financial Statements.  In addition, many of the Company's 
domestic customers ship a significant portion of the Company's products to 
their customers overseas.  Currently a very small percentage of sales of the 
Company's products are denominated in foreign currencies and may thus be 
directly affected by foreign exchange rate fluctuations.  In addition, 
changes in the foreign exchange rates may adversely affect the volume of 
sales denominated in U.S. dollars to overseas customers because the exchange 
rate movement affects local currency pricing.  The Company's sales are 
also subject to risks common to export activities, including government 
regulation or seizure of property, tariffs and import restrictions.  The 
Company's international sales are subject to export licensing requirements.  
To date, the Company has not experienced any material difficulties in 
obtaining export licenses.  See "Risk Factors--Risks Related to Foreign 
Sales."

Marketing and Customers; Principal Customers
--------------------------------------------

IBM accounted for approximately 15%, 15% and 17% of sales in 1996, 1995 and 
1994, respectively.  Sun Microsystems accounted for approximately 11%, 11% 
and 7% of sales during each of 1996, 1995 and 1994, respectively.  No other 
customer accounted for 10% or more of sales for any year during the three-
year period ending December 28, 1996.  In addition, during 1996 Exabyte's 
three largest customers accounted for an aggregate of 35% of the Company's 
sales.  These customers are not required to purchase a minimum quantity of 
the Company's products and may cancel or reschedule orders without significant
penalty.  The loss of one or more of these customers or substantial 
cancellations by these customers would have a material adverse effect on the 
Company's results of operations. Significant rescheduling or deferrals of 
orders by any of these customers could cause substantial fluctuation in the 
Company's quarterly results.  In addition, Exabyte's agreements with some 
of Exabyte's customers contain most favored customer provisions which have in 
the past, and may in the future, result in price reductions or pricing 
credits for such customers.  See "Risk Factors--Fluctuations in Quarterly 
Results" and "Risk Factors--Dependence on Key Customers."
<PAGE> 18
Marketing and Customers; Market Shift and Demand
------------------------------------------------

The Company believes that the demand for its tape subsystems and libraries 
is substantially dependent upon the demand for workstations, midrange computer
systems, networks and personal computers.  These markets are volatile and 
subject to market shifts, which may or may not be discernible in advance by 
the Company.  A slowdown in the demand for such products could have a material
adverse effect on the demand for the Company's products in any given period.  
In addition, the Company's OEM, NSO and reseller customers may cancel or 
delay purchase orders for a variety of reasons, including rescheduling of 
new product introductions, changes in their inventory practices or forecasted 
demand, general economic conditions affecting the computer market, quality or 
reliability problems related to the Company's products, or selection of 
competitors as alternate sources of supply.  Inaccuracies in market demand 
forecasts can quickly result in either insufficient or excessive inventories 
and disproportionate overhead expenses.  The Company has experienced delays in
receipt of purchase orders and, on occasion, anticipated purchase orders have 
been rescheduled or have not materialized due to changes in customer 
requirements.  In particular, any demand weakness in the reseller channel, 
which generally represents higher-margin sales, tends to have a greater impact
on profitability and could have a material adverse effect on the Company's 
results of operations.  See "Risk Factors--Fluctuations in Quarterly Results,"
and "Risk Factors--Dependence on Key Customers."

MANUFACTURING
-------------

Mammoth
-------

The Company began commercial shipment of Mammoth in the first quarter of 1996.
Mammoth incorporates a mechanical deck manufactured by the Company.  The 
Company's previous manufacturing experience has been largely limited to 
assembling and testing purchased components with limited experience in other 
phases of manufacturing.  In particular, the Company has had only limited 
experience in manufacturing mechanical decks and certain critical components 
of the deck assembly, including the head scanner assemblies.  There can be no 
assurance that the Company will be able to manufacture Mammoth in commercial 
quantities at a commercially acceptable cost.  Any inability of the Company to
manufacture the Mammoth product and components in the required volumes would 
have a material adverse effect on the Company's competitive position and on 
its results of operations.  See "Risk Factors--Production Capability; Mammoth."

The Company's ability to sustain growth in the Mammoth product line depends 
on the availability of advanced tape media which meets the Company's 
specifications.  The advanced tape media is currently sourced exclusively 
from Sony, a competitor to the Company.  See "Dependence on Key Vendors/
Competitors:  Sony and Hitachi."  The Company's ability to obtain an adequate 
supply of advanced tape media which meets the Company's specifications has 
been and may be further affected by any constraint in Sony's media production 
capability, by the divergence of Sony's limited media supply to third parties,
by any change in Sony's media specifications which no longer meet the 
Company's requirements, or otherwise as a result of Sony's competitive 
position.  See "Business--Competition."  In addition, the Company believes 
the manufacture of Mammoth will require the Company to increase its capital 
assets and inventory requirements, thereby affecting the Company's financial 
leverage. See "Risk Factors--Production Capability; Mammoth."
The Company currently manufactures and/or kits its 8mm, minicartridge and 
<PAGE> 19
library products at its facility in Boulder, Colorado.  The Company also 
currently manufactures or expects to manufacture some of its products at its 
Scotland facility.  Exabyte's Scottish operation also customizes generic units
of the Company's other product lines to meet customer-specific requirements 
for its European customers.  The Company has increased the size of its 
Scottish facility, as well as its capital asset and inventory base, 
to accommodate the Company's expected manufacturing requirements.

The Company has contracts with third parties to manufacture certain products. 
The Company currently anticipates that some or all of the Company's 
minicartridge products will be manufactured by CAM Technology Center P.T.E., 
Ltd. at CAM's facility in Malaysia or elsewhere.  Third party manufacturing 
of the Company's products may impair the Company's ability to establish, 
maintain or achieve adequate product manufacturing design standards or product
quality levels.  Risks associated with the transfer of product manufacturing 
to those or other third parties are particularly pronounced in the early 
stages of the manufacture of the product.  A number of the Company's third 
party manufacturing programs involve such early-stage manufacturing.  See 
"Risk Factors--Third Party Contract Manufacturing."

Exabyte's inability to maintain cost-effective volume production of high-
quality products and to introduce announced products would have a material 
adverse effect on the Company's results of operations.  Exabyte employs 
just-in-time manufacturing techniques with an emphasis on flexibility and 
continuous flow.  These techniques depend on uninterrupted access to high-
quality components in required volumes and at competitive prices.  Many of 
these components are manufactured to the Company's specifications and are 
acquired from sole sources.  The principal custom components for the Company's
current tape subsystems are the 8mm tape decks supplied by Sony and Hitachi 
and internally by Exabyte, circuit boards from Solectron and EFTC, recording 
heads from ReadRite and semiconductor circuits from various suppliers.  The 
Company has executed master purchase agreements with some of its sole-source 
vendors and conducts business with the other vendors on a purchase order 
basis.  The Company's reliance on sole-source vendors involves several risks, 
including the possibility of a shortage of certain key components and reduced 
control over delivery schedules, manufacturing yields, quality and costs.  
The Company has in the past experienced problems with the quality of and 
interruptions in the supply of sole-source components.  In the event of future
yield, quality, delivery, supply or availability problems with any of these 
vendors, the Company could be forced to delay shipments of its current 
products or the introduction of announced products, which could have a 
material adverse effect on the Company's competitive position and its results 
of operations.  See "Risk Factors--Dependence on Key Vendors/Competitors; 
Sony and Hitachi."

Sony Tape Deck Agreements
-------------------------

Sony has been the Company's principal supplier of the tape deck for the 
Company's 8mm tape subsystems since the commencement of product shipments in 
1987.  The tape decks incorporated in the Company's EXB-8205XL and EXB-8505XL 
products are customized to meet the Company's specifications for data storage 
applications.  The Company and its wholly owned Japanese subsidiary, Nihon 
Exabyte Corporation, entered into a supply agreement for the supply of the 
customized tape decks for the Company's full-high 8mm products.  Effective 
January 1, 1992, the same parties entered into a separate agreement for the 
supply of jointly-developed decks for incorporation into the Company's 
half-high 8mm products.  

<PAGE> 20
The supply agreement for the Company's half-high products provides that Sony 
will not sell to third parties certain jointly-developed components.  However,
neither of the supply agreements provides the Company with rights to preclude 
Sony from selling to third parties similar products, nor does it prevent Sony 
from incorporating such products into Sony's own 8mm product offerings.  

Further, the half-high supply agreement, as amended, currently expires in 
March 1998, subject to automatic renewal unless terminated by either party 
upon 180 days' written notice.  Exabyte does not anticipate renewing this 
agreement and is currently negotiating with Sony regarding the expiration 
of the agreement.  See "Business--Competition" and "Risk Factors--Dependence 
on Key Vendors/Competitors; Sony and Hitachi."

Hitachi Purchase Agreement
--------------------------

Hitachi currently supplies the tape deck components for Exabyte's EXB-8700 and
Eliant(TM) 820 products.  The components incorporated into these products are 
also customized to the Company's specifications.  The purchase agreement for 
the EXB-8700 tape deck component was entered into among Exabyte, its wholly 
owned Japanese subsidiary, Nihon Exabyte Corporation, and Hitachi on 
February 22, 1995.  The parties entered into a separate agreement on 
December 11, 1996, for the supply of the Eliant(TM) 820 tape deck component.  
Both agreements have a term of three years, subject to two 12-month extensions
at Exabyte's option.

While both purchase agreements contain certain restrictions regarding the sale
of Hitachi's tape decks or customized parts to third parties, such limitations
do not prevent Hitachi from individually developing similar components and 
selling such components to third parties or using them in their own 
competitive products.

There can be no assurance that either the supply of these decks will continue 
or that prices will remain at their current levels.  The Company's inability 
to obtain decks at a commercially reasonable cost would cause a significant 
delay or even termination of one or more products offered in Exabyte's Value 
Line, and would have a material adverse effect on the Company's competitive 
position and its results of operations.  See "Risk Factors--Dependence on Key 
Vendors/Competitors; Sony and Hitachi."

FOREIGN EXCHANGE AND IMPORT RESTRICTIONS
----------------------------------------

Because many of the Company's key components and products are currently or 
may be manufactured in Japan, Germany, The Netherlands, China, Hong Kong, 
Malaysia and Singapore, the Company's results of operations may be materially 
affected by fluctuations in currency exchange rates.  A substantial portion 
of the Company's products incorporate subassemblies and components purchased 
from Japanese or other overseas suppliers in yen or another foreign currency. 
The Company enters into foreign currency forward contracts to hedge the 
purchase of certain inventory components from Japanese suppliers.  See 
Note 1 of Notes to the Consolidated Financial Statements.  Additional 
contractual arrangements may be made subjecting Exabyte to some of the 
foreign exchange rate risks.  See "Risk Factors--Risks Related to Foreign 
Sourcing."

The Company's international involvement is also subject to certain other 
risks common to foreign operations in general, including government 
regulation and import restrictions.  In particular, an adverse foreign 
<PAGE> 21
exchange movement of the U.S. dollar versus Japanese yen or other currency, 
or the imposition of import restrictions or tariffs by the United States 
government on products or components shipped from Japan or another country 
could have a material adverse effect on the Company's results of operations.  
Additionally, because of the Company's use of components produced overseas, 
the sale of the Company's products to domestic federal or state agencies may 
be restricted by limitations imposed by the Buy American Act or the Trade 
Agreement Act.  See "Risk Factors--Risks Related to Foreign Sourcing."

The Company's subsidiaries located in The Netherlands, Germany, Japan, 
Canada and Singapore operate under their respective local currencies.  
See Note 1 to the Company's Consolidated Financial Statements.  As a result, 
any amounts payable to a subsidiary or owed by a subsidiary are subject to the
foreign exchange rate between the U.S. dollar and the respective local 
currency and could have a material impact on the Company's results of 
operations.  In addition, the Company's foreign operations are subject to the 
risks generally applicable to the conduct of business in such countries.  
See "Risk Factors--Risks Related to Foreign Operations."

RESEARCH AND DEVELOPMENT
------------------------

The Company participates in an industry that is subject to rapid 
technological change.  The Company believes that its future success will 
depend on its ability to extend its technology and further the development 
of highly reliable tape subsystems with competitive price performance 
characteristics.  The Company's research and development efforts are focused 
toward the development of new products with improved price performance 
characteristics.  In addition, the Company is engaged in the ongoing 
enhancement of its current products.

To date, most of the Company's sales have been derived from products based 
on 8mm technology.  There can be no assurance that other companies do not 
have or will not develop technologies which are equivalent or superior to 
the Company's technology or which render the Company's products obsolete or 
non-competitive.  Accordingly, Exabyte's ability to compete successfully 
depends on continued enhancements of its existing products and timely 
development of new products that meet the changing needs of users.  The 
Company has experienced delays from time to time meeting internal product 
development schedules.  In the future, Exabyte may encounter additional 
difficulties that could delay or prevent product development.  See "Risk 
Factors--Product Development."

The Company's minicartridge drive subsystems incorporate cartridge media 
developed and produced by, among others, Imation, a media division spin-off 
of 3M Corporation.  Imation, owner of DC 2000 and Travan(TM) technology, 
devotes substantial resources to the development of further enhancements 
to the technology.  The Company's ability to successfully compete in the 
minicartridge business depends, in part, on accessing and adapting to change 
in minicartridge technology.  See "Risk Factors--Dependence on Key 
Vendors/Competitors; Sony and Hitachi."

The Company's research and development expenses were approximately $38.4 
million, $37.0 million and $33.6 million in 1996, 1995 and 1994, 
respectively.  Except for certain software development costs, all of the 
Company's research and development costs are expensed as incurred.  The 
Company's research and development organization consisted of 283 persons 
as of December 28, 1996.

<PAGE> 22
COMPETITION
-----------

The tape storage market is intensely competitive and subject to rapid 
technological change.  Manufacturers of alternative tape technologies compete 
for a limited number of customers.  Exabyte may face more significant 
competitive challenges in the future in the form of loss of market share, 
pricing pressure and otherwise.  

The Company believes that the main competitive factors in this market are 
storage capacity, data transfer rate, form factor, low cost, innovation, 
product quality and reliability, timing of new product introductions, volume 
availability, and customer support.  Numerous companies are engaged in the 
research, development and commercialization of data storage products, 
including computer manufacturers, such as IBM and Hewlett-Packard, that 
incorporate their own tape storage products into their systems.  Some 
of the Company's current and potential competitors have significantly greater 
financial, technical and marketing resources than those of the Company.  
See "Risk Factors--Competition."

The industry has experienced a number of consolidations which have increased 
and may continue to increase the competitive pressures on the Company.  

The Company faces direct competition in the market from companies offering 8mm
tape subsystems.  Sony announced in the second quarter of 1996 a competitive 
8mm product, and Hitachi announced in the third quarter of 1996 a competitive 
product which has the potential to read data written by the Company's 
products.  See "Risk Factors--Dependence on Key Vendors; Sony and Hitachi" and
"Risk Factors--Competition."  There can be no assurance that other companies 
will not enter the 8mm market in the future.

The Company currently competes at the higher end of the tape subsystem market 
against half-inch cartridge products produced by others.  Such half-inch 
products offer higher capacity and data transfer rates than do the Company's 
current products.  Quantum Corporation, with its introduction of DLT, serves 
the higher end of the tape subsystem market addressed by the Company's current
and announced products.  In particular, Quantum's DLT 4000 and DLT 7000 
products have established a significant presence in the market targeted by 
the Company with its Mammoth product.  Additionally, the DLT 7000 has data 
storage capacities and transfer rates which exceed Exabyte's current or 
announced products.  Among the competitors currently offering other half-inch 
cartridge products are Fujitsu, IBM, Overland Data and StorageTek.  Other 
competitors may also enter the half-inch market in the future.  See 
"Risk Factors--Competition."

Additional competition in the tape subsystem market has come from companies 
offering 4mm products using helical scan technology.  The 4mm products 
typically offer the advantages of lower price and smaller size, making 4mm 
products more readily adaptable to computing systems using smaller form 
factors.  As a result, the Company's products have experienced competition 
from 4mm-based products in the low-end file server and workstation markets.  
In addition, Sony, one of the Company's key suppliers, currently offers a 
competitive tape storage product based on 4mm technology.  See "Risk Factors--
Competition."

At the low end of the market, the Company's minicartridge products compete 
indirectly with 4mm products and directly with the minicartridge products 
manufactured by Seagate, Hewlett-Packard, Tandberg, Iomega and Tecmar. The 
Company's 8mm products also currently compete at the low end of the tape 
<PAGE> 23
storage market with products using conventional tape technologies, such as 
minicartridge products.  Minicartridge technology typically offers advantages 
over 8mm products, including low price and compatibility of new products with 
the large installed base of earlier generation minicartridge products.  As a 
result, minicartridge drives have often been used to store data for desktop 
personal computers and networks.  Further, if higher capacity minicartridge 
products are successfully introduced, such products could represent a more 
significant competitive challenge, particularly to Exabyte's 8mm products.

The Company may face significant competitive challenges in the library market 
in the form of pricing pressure, loss of business and otherwise.  Exabyte's 
library products currently represent higher-margin business to the Company 
and, as such, any shortfall in the sale of these products would have a greater
impact on the Company's results of operations.  The following chart represents
the Company's major competitors in library products:
<TABLE>
<CAPTION>
                           8mm               DLT              4mm
                           ---               ---              ---
<S>                         <S>               <S>              <S>
IBM......................   X                                  X
Qualstar.................   X                                  X
ADIC.....................   X                 X                X
Hewlett-Packard..........                     X                X
Quantum..................                     X	
Breece Hill..............                     X
Odetics..................                     X
StorageTek...............                     X                X
SpectraLogic.............   X                                  X
Seagate..................                                      X
</TABLE>

Significant competition could also develop from companies offering erasable 
and non-erasable optical disks.  In addition, other companies in the future 
may introduce competitive storage subsystems based on new technologies.

PATENTS AND LICENSES
--------------------

The Company relies on a combination of patents, copyright and trade secret 
protection, non-disclosure agreements and licensing arrangements to establish 
and protect its proprietary rights.  As of December 28, 1996, the Company owns
36 United States patents relating to technologies and certain aspects of the 
Company's tape subsystems and robotic tape libraries and has taken steps to 
establish certain protection in Asia and Europe.  Also as of December 28, 
1996, the Company had 16 patent applications pending in the United States and 
intends to file additional applications for patents covering its products.  
There can be no assurance that patents will issue from any of these pending 
applications or, if patents do issue, that any claims allowed will be broad 
enough to protect the Company's technology.  In addition, there can be no 
assurance that any patents issued to the Company will not be challenged, 
invalidated or circumvented, or that any rights granted thereunder would 
provide proprietary protection to the Company.  Although the Company continues
to implement protective measures and intends to defend its proprietary rights,
policing unauthorized use of the Company's technology or products is difficult
and there can be no assurance that these measures will be successful.  In 
addition, the laws of certain foreign countries may not protect the Company's 
proprietary rights to the same extent as do the laws of the United States.
The Company believes that, because of the rapid pace of technological change 
<PAGE> 24
in the tape storage industry, factors such as the knowledge, ability and 
experience of the Company's personnel, new product introductions and frequent 
product enhancements are more significant than patent and trade secret 
protection.

The Company has received, and may receive in the future, communications from 
third parties asserting that the Company's products infringe the proprietary 
rights of third parties or seeking indemnification against any such 
infringement.  There can be no assurance that any of these claims will not 
result in prolonged and costly litigation.  While it may be necessary or 
desirable in the future to obtain licenses relating to one or more of 
Exabyte's products or relating to current or future technologies, there can 
be no assurance that the Company will be able to do so on commercially 
reasonable terms.  See "Risk Factors--Third Party Proprietary Rights."  

In particular, Mammoth incorporates a mechanical deck assembly to be 
produced by the Company rather than be purchased from a third party.  
The Company does not, therefore, benefit from supplier indemnification with 
respect to patent or other intellectual property infringement.  There can 
be no assurance that the manufacture or sale of the Mammoth product will not 
infringe the proprietary rights of third parties.  The inability to obtain 
any required license or to obtain such license on commercially reasonable 
terms could have a material adverse effect on the Company's results of 
operations.  See "Risk Factors--Production Capability; Mammoth."

The manufacture of the Company's products by third parties under contract 
with the Company is based in part on technology that the Company believes to 
be proprietary.  Exabyte may license this technology to contract manufacturers
enabling them to manufacture products for the Company.  There can be no 
assurance that such manufacturers will abide by any use limitations or 
confidentiality restrictions in licenses with the Company.  In addition, any 
such manufacturer may develop processes related to manufacturing the Company's
products which it would then own independently or jointly with the Company.  
Any such action would then increase the Company's reliance on the manufacturer
or require the Company to obtain a license from such manufacturer in order to 
manufacture its products.  There can be no assurance that such license, if 
required, would be available on terms acceptable to the Company, if at all.  
See "Risk Factors--Third Party Proprietary Rights."

The Company and Sony have entered into certain joint development agreements 
with respect to tape decks and tape deck subassemblies.  Under these 
agreements, the Company and Sony have joint ownership of certain technology 
related to these decks and subassemblies.  See "Risk Factors--Dependence 
on Key Vendors/Competitors; Sony and Hitachi."  In addition, the Company 
has granted manufacturing licenses to certain customers which enable them 
to manufacture and sell the Company's products upon the occurrence of certain 
events, including the failure of Exabyte to perform its supply obligations.

BACKLOG
-------

Backlog consists of purchase orders for which a delivery schedule within six 
months has been specified by the customer.  The Company's backlog as of 
December 28, 1996 and December 30, 1995 totaled approximately $28.9 million 
and $21 million, respectively.  The Company's customers typically execute 
master purchase agreements with the Company.  These agreements do not 
generally require the customer to purchase minimum quantities of the Company's
products. Lead times for the release of purchase orders depend upon the 
scheduling practices of each customer, and the Company anticipates that the 
<PAGE> 25
rate of new orders will vary significantly from month to month.  In addition, 
the Company's actual shipments depend upon its production capacity and 
component availability. Customers may cancel or reschedule orders without 
significant penalty.  For these reasons, the Company's backlog as of any 
particular date may not be indicative of the Company's actual sales for any 
succeeding fiscal period.

EMPLOYEES
---------

As of December 28, 1996, the Company had 1,493 full-time employees and 155 
temporary, part-time or contract employees for a total of 1,648 employees.  
Of the Company's total employees, 283 were employed in engineering, 278 in 
sales, marketing and technical support, 917 in manufacturing and service, 
and 170 in finance and administration.  None of the Company's employees is 
represented by a labor union although Exabyte Magnetics GmbH is subject to 
an organized Works Council.  In addition, the Company has experienced no 
work stoppages and believes that its employee relations are good.

The Company's success depends to a significant extent upon the ability to 
attract, retain and motivate key engineering, marketing, sales, manufacturing,
support and executive personnel.  See "Risk Factors--Key Employees."

Item 2. 
PROPERTIES.

The Company's corporate offices, research and development, and manufacturing 
facilities are located in Boulder, Colorado, in leased buildings aggregating 
approximately 448,000 square feet.  The lease terms on these facilities 
expire on various dates ranging from December 1997 to December 2004.  The 
Company believes that additional space will be available if needed for 
further expansion.

The following chart identifies the location and type of each Exabyte property.

                                      LOCATION
                        -------------------------------------
   OFFICE TYPE          DOMESTIC                INTERNATIONAL
   -----------          --------                -------------
   R&D & MFG.           Boulder, CO             Nuremberg, Germany
                 
   PROCUREMENT                                  Tokyo, Japan

   SERVICE & MFG.                               Falkirk, Scotland
                                 
   SERVICE                                      Mississauga, Ontario, Canada
                                                Artarmon, Australia
                                                Singapore

   SALES & SUPPORT      Campbell, CA            Utrecht, The Netherlands
                        Mission Viejo, CA       Woodbridge, Ontario, Canada
                        Oakbrook, IL            Paris, France
                        Annapolis, MD           Gwynedd, United Kingdom
                        Walpole, MA             Frankfurt, Germany
                        Huntersville, NC        Shanghai, China
                        Beaverton, OR           Beijing, China
                        Dallas, TX              Hong Kong
                        Houston, TX             Singapore

<PAGE> 26
Item 3. 
LEGAL PROCEEDINGS.

There are no material legal proceedings against the Company.

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

Inapplicable.


EXECUTIVE OFFICERS OF THE COMPANY
=================================

The executive officers of the Company and their ages as of March 7, 1997 are 
as follows:

Peter D. Behrendt(1)   58     Chairman of the Board
William L. Marriner    44     President (acting) and 
                              Chief Executive Officer (acting), 
                              Executive Vice President, Finance & 
                              Administration, Chief Financial 
                              Officer and Treasurer
Mark W. Canright       46     Senior Vice President
                              Sales & Customer Support
David L. Riegel        59	    Executive Vice President of Operations and
                              Chief Operating Officer

(1) Member of the Stock Option Committee of the Board.


Mr. Peter D. Behrendt joined the Company in July 1987 as President, Chief 
Operating Officer and director.  He has served as Chairman of the Board since 
January 1992 and currently holds that position.  He served as President from 
July 1987 until January 1997, Chief Operating Officer from July 1987 until 
December 1994 and Chief Executive Officer from July 1990 until January 1997.  
Prior to joining the Company, Mr. Behrendt held various executive positions 
during 26 years with IBM, including Director of Quality and Product Assurance 
for the Information Systems and Communications Group as well as Product 
Manager of the electronic typewriter business, and was responsible for product
and business planning for IBM's tape and disk offerings.  Mr. Behrendt is also
a director of Western Digital Corporation and Infocus Systems Corporation.

Mr. William L. Marriner joined the Company in March 1987 as Vice President, 
Finance and Administration and Chief Financial Officer and has served as 
Treasurer since July 1990, Senior Vice President since July 1991 and 
Executive Vice President since December 1994.  Mr. Marriner served as 
Secretary from July 1989 to February 1995.  He currently serves as President 
(acting) and Chief Executive Officer (acting) after being appointed in January
1997.  Prior to joining the Company, Mr. Marriner held various positions at 
StorageTek from 1978 to 1987, including Vice President of Pacific and Latin 
American Operations, Manager of Business Planning and Administration for 
International Operations, and Assistant to the President.

Mr. Mark W. Canright joined Exabyte in 1987 as Western Region Sales Manager 
and was promoted to Western Region Director in 1990, Vice President of North 
American Sales in January 1992, Vice President of Worldwide Sales and Support 
in July 1992, Vice President of Worldwide Sales and Marketing in January 1993 
and Senior Vice President of Worldwide Sales and Marketing in January 1994.  
<PAGE> 27
Mr. Canright has held the position of Senior Vice President of Sales and 
Customer Support since February 1996.  Prior to joining the Company, 
Mr. Canright held various sales management positions at the Burroughs 
Corporation, Data General and Convergent Technologies.

Mr. David L. Riegel joined the Company in November 1992 as Senior Vice 
President of 8mm Operations.  He became Senior Vice President of Operations 
in July 1993 and has served as Executive Vice President and Chief Operating 
Officer since December 1994.  Prior to joining the Company, Mr. Riegel was 
President and CEO, and has continued to serve on the Board of Directors, of 
Bolder Technologies Corp. (previously Bolder Battery), a company engaged in 
the development of batteries, from May 1992 until November 1992.  Mr. Riegel 
served as President and CEO of PrairieTek Corp., a disk drive manufacturer, 
from July 1990 until November 1992.  PrairieTek Corp. filed for protection 
under the Federal bankruptcy laws in August 1991.  Mr. Riegel previously 
served as the Vice President of Component Operations for Imprimus Technology, 
a subsidiary of Control Data Corporation, from September 1987 until October 
1989.

Executive officers serve at the discretion of the Board.  There are no family 
relationships among any of the directors and officers.






































<PAGE> 28
PART II

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

The Company's Common Stock is traded in the over-the-counter market and quoted
in the National Market System of the National Association of Securities 
Dealers Automated Quotation System ("NASDAQ") under the symbol EXBT.  The 
following table shows, for the calendar quarters indicated, the high and low 
closing prices of the Company's Common Stock as reported on the NASDAQ 
National Market System.

<TABLE>
<CAPTION>
Calendar Year                                      High               Low
-------------                                     -----              -----
<S>                                                <C>               <C>
1995
First Quarter................................      21-1/8            15-7/8
Second Quarter...............................      17-1/8            12
Third Quarter................................      17                12-3/8
Fourth Quarter...............................      14-13/16          11-1/2

1996
First Quarter................................      16-5/8            13-1/8
Second Quarter...............................      22-1/4            12-1/2
Third Quarter................................      15                11-5/8
Fourth Quarter...............................      17-1/8            12-11/16

1997
First Quarter (through March 7, 1997).........     14-3/4            9-1/2
</TABLE>

At March 7, 1997, the Company had 844 holders of record of its Common 
Stock.  The Company has never paid cash dividends on its Common Stock.  In 
addition, the Company's bank line of credit prohibits the payment of 
dividends without prior bank approval.  The Company presently intends to 
retain any earnings for use in its business and does not anticipate paying 
any cash dividends on its Common Stock in the foreseeable future.

Item 6.
SELECTED FINANCIAL DATA
(In thousands, except per share amounts)

The selected financial data set forth below with respect to the Company's 
consolidated statements of operations for the fiscal years ended December 28, 
1996, December 30, 1995, December 31, 1994, January 1, 1994 and January 2, 
1993, and with respect to the consolidated balance sheets as of December 28, 
1996, December 30, 1995, December 31, 1994, January 1, 1994 and January 2, 
1993 are derived from consolidated financial statements audited by Price 
Waterhouse LLP, independent accountants.  The consolidated financial 
statements for the years ended December 28, 1996, December 30, 1995 and 
December 31, 1994 are included elsewhere in this report on Form 10-K and the 
selected financial data shown below are qualified by reference to such 
financial statements.




<PAGE> 29
<TABLE>
<CAPTION>
                                                                          Fiscal Years Ended
(In thousands except per share amounts)                Dec. 28,    Dec. 30,    Dec. 31,    Jan. 1,     Jan. 2,
Consolidated Statement of Operations Data:              1996        1995        1994        1994        1993
------------------------------------------             -------     -------     -------     -------     -------
<S>                                                   <C>         <C>         <C>         <C>         <C>  
Net sales....................................         $362,891    $374,147    $381,844    $310,295    $287,444
Cost of goods sold...........................          265,002     311,891     257,365     219,053     183,380
                                                      --------    --------    --------    --------    --------
Gross profit.................................           97,889      62,256     124,479      91,242     104,064
Operating Expenses
     Selling, general and administrative.....           47,929      49,896      42,560      37,169      30,790
     Research and development................           38,391      36,956      33,586      31,648      22,896
     Purchased research and development......               --          --       2,597(1)       --      13,469
                                                      --------    --------    --------    --------    --------
Income (loss) from operations................           11,569     (24,596)     45,736      22,425      36,909
Other income, net............................            1,114       1,568       2,069       1,507       1,954
                                                      --------    --------    --------    --------    --------
Income (loss) before income taxes............           12,683     (23,028)     47,805      23,932      38,863
(Provision) benefit for income taxes.........           (4,058)     10,593     (15,400)     (7,750)    (18,369)
                                                      --------    --------    --------    --------    -------- 
Net income (loss)............................         $  8,625    $(12,435)   $ 32,405    $ 16,182    $ 20,494
                                                      ========    ========    ========    ========    ========
Net income (loss) per share..................           $0.39      $(0.57)      $1.48       $0.76       $0.95
                                                      ========    ========    ========    ========    ========
Common and common equivalent shares used in
     the calculation of net income (loss) 
     per share(2)............................          22,307      21,711      21,965      21,399      21,612
Consolidated Balance Sheet Data:
-------------------------------
Working capital..............................        $143,730    $137,143    $157,978    $129,693    $112,688
Total assets.................................         256,126     250,336     242,765     197,307     183,066
Long-term obligations, excluding current
     portion.................................           3,458       4,181         237         454         495
Stockholders' equity.........................         200,013     186,366     196,907     158,535     140,260
</TABLE> 
(1)  See Note 9 of Notes to Consolidated Financial Statements for an 
     explanation of the accounting for the Grundig Data Scanner GmbH 
     acquisition during 1994.
(2)  See Note 1 of Notes to Consolidated Financial Statements for an 
     explanation of the determination of shares used in computing net 
     income (loss) per share.

Quarterly Results of Operations (Unaudited)
-------------------------------------------

The following table sets forth unaudited operating results for each quarter of
fiscal 1996 and 1995.  This information has been prepared on the same basis as
the audited financial statements and, in the opinion of management, contains 
all adjustments, consisting only of normal recurring adjustments, necessary 
for a fair statement thereof.  The operating results for any quarter are not 
necessarily indicative of results for any future period. 






<PAGE> 30
<TABLE>
<CAPTION>
                                                                    Quarters Ended 
                                                       Dec. 28,   Sep. 28,    Jun. 29,   Mar. 30,    
                                                        1996       1996        1996       1996 
                                                       -------    -------     -------    -------
                                                      (In thousands, except per share amounts)
<S>                                                    <C>        <C>        <C>        <C>       
Net sales..............................                $85,868    $92,741    $90,464    $93,818
Cost of goods sold.....................                 65,005     66,079     65,641     68,277
                                                        ------     ------     ------     ------ 
Gross profit...........................                 20,863     26,662     24,823     25,541

Selling, general and administrative....                 13,865     11,921     11,634     10,509
Research and development...............                 10,972      9,248      8,142     10,029
                                                        ------     ------     ------     ------
Income (loss)  from operations.........                 (3,974)     5,493      5,047      5,003    
Other income (expense), net............                    (11)       293        688        144
                                                        ------     ------    -------    -------    
Income (loss) before income taxes......                 (3,985)     5,786      5,735      5,147    
(Provision) benefit for income taxes...                  1,943     (2,083)    (2,065)    (1,853)   
                                                        ------     ------     ------     ------    
Net income (loss)......................                $(2,042)   $ 3,703    $ 3,670    $ 3,294    
                                                        ======     ======     ======     ======    
Net income (loss) per share............                 $(0.09)     $0.17      $0.16      $0.15
                                                        ======     ======     ======     ======    

</TABLE>
<TABLE>
<CAPTION>
                                                             As a Percentage of Net Sales
<S>                                                     <C>        <C>        <C>        <C>
Net sales..............................                 100.0%     100.0%     100.0%     100.0%
Cost of goods sold.....................                  75.7       71.3       72.6       72.8
                                                        -----      -----      -----      ----- 
Gross margin...........................                  24.3       28.7       27.4       27.2

Selling, general and administrative....                  16.1       12.8       12.8       11.2
Research and development...............                  12.8       10.0        9.0       10.7
                                                        -----      -----      -----      -----
Income (loss) from operations..........                  (4.6)       5.9        5.6        5.3   
Other income (expense), net............                    --        0.3        0.8        0.2
                                                        -----      -----      -----      -----    
Income (loss) before income taxes......                  (4.6)       6.2        6.4        5.5   
(Provision) benefit for income taxes...                   2.3       (2.2)      (2.3)      (2.0)   
                                                        -----      -----      -----      -----    
Net income (loss)......................                  (2.3)%      4.0%       4.1%       3.5%    
                                                        =====      =====      =====      =====    

</TABLE>









<PAGE> 31
<TABLE>
<CAPTION>
                                                                    Quarters Ended
                                                      Dec. 30,   Sep. 30,    Jul. 1,     Apr. 1,    
                                                        1995       1995       1995        1995 
                                                      -------     -------    -------    -------
                                                      (In thousands, except per share amounts)
<S>                                                   <C>         <C>        <C>        <C>       
Net sales..............................               $96,871     $84,100    $96,983    $96,193
Cost of goods sold.....................                71,947      99,772     73,728     66,444
                                                      -------     -------    -------    ------- 
Gross profit (loss)....................                24,924     (15,672)    23,255     29,749

Selling, general and administrative....                12,560      14,725     11,951     10,660
Research and development...............                 8,855      10,007      9,237      8,857
                                                      -------     -------    -------    -------
Income (loss) from operations..........                 3,509     (40,404)     2,067     10,232    
Other income (expense), net............                    77         (93)       140      1,444
                                                      -------     -------    -------    -------    
Income (loss) before income taxes......                 3,586     (40,497)     2,207     11,676    
(Provision) benefit for income taxes...                  (319)     15,632       (517)    (4,203)   
                                                      -------     -------    -------    -------    
Net income (loss)......................               $ 3,267    $(24,865)   $ 1,690    $ 7,473    
                                                      =======     =======    =======    =======    
Net income (loss) per share............                 $0.15      $(1.13)     $0.08      $0.34    
                                                      =======     =======    =======    =======    
</TABLE>
<TABLE>
<CAPTION>
                                                             As a Percentage of Net Sales
<S>                                                   <C>         <C>        <C>        <C>
Net sales..............................               100.0%      100.0%     100.0%     100.0%
Cost of goods sold.....................                74.3       118.7       76.0       69.1
                                                      -----       -----      -----      -----  
Gross margin...........................                25.7       (18.7)      24.0       30.9

Selling, general and administrative....                13.0        17.5       12.3       11.1
Research and development...............                 9.1        11.9        9.5        9.2
                                                      -----       -----      -----      ----- 
Income (loss) from operations..........                 3.6       (48.1)       2.2       10.6   
Other income (expense), net............                 0.1        (0.1)       0.1        1.5
                                                      -----       -----      -----      -----     
Income (loss) before income taxes......                 3.7       (48.2)       2.3       12.1    
(Provision) benefit for income taxes...                (0.3)       18.6       (0.6)      (4.3)   
                                                      -----       -----      -----      -----    
Net income (loss)......................                 3.4%      (29.6)%      1.7%       7.8%    
                                                      =====       =====      =====      =====     
</TABLE>

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

The following tables set forth items in the Exabyte Corporation and 
Subsidiaries (the "Company") Consolidated Statements of Operations for the 
three years ended December 28, 1996, December 30, 1995 and December 31, 1994 
as a percentage of net sales.


<PAGE> 32
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                   Fiscal  Years
                                                     1996              1995              1994
                                                     -----             -----             -----
<S>                                                  <C>               <C>               <C>
Net sales...................................         100.0%            100.0%            100.0%
Cost of goods sold..........................          73.0              83.4              67.4
                                                     -----             -----             ----- 
Gross margin................................          27.0              16.6              32.6

Operating expenses:
  Selling, general and administrative.......          13.2              13.3              11.1
  Research and development..................          10.6               9.8               8.8
  Purchased research and development........            --                --               0.7
                                                     -----             -----             -----
Income (loss) from operations...............           3.2              (6.5)             12.0
Other income, net...........................           0.3               0.4               0.5
                                                     -----             -----             -----
Income (loss) before income taxes...........           3.5              (6.1)             12.5
(Provision) benefit for income taxes........          (1.1)              2.8              (4.0)
                                                     -----             -----             -----
Net income (loss)...........................           2.4%             (3.3)%             8.5%
                                                     =====             =====             =====
</TABLE>

PRODUCT MIX TABLE
<TABLE>
<CAPTION>
                                                                     Fiscal Years
                                                     1996               1995               1994
                                                     -----              -----              -----
<S>                                                  <C>                <C>                <C>
8mm half-high drives:
  EXB-8205, 8505, 8700 and Mammoth.........          65.3%              59.7%              51.2%
8mm full-high drives:
  EXB-8200 and 8500........................           0.7                4.4               20.6 
8mm half-high libraries:
  EXB-10h, 210, 220, 440 and 480...........          14.4               13.9                2.8
8mm full-high libraries:
  EXB-10, 10i, 10e, 60 and 120.............           0.0                1.6                7.8
4mm products:
  EXB-4200..................................          0.8                6.0                4.8
Minicartridge products:
  TR3, TR4i, Eagle(TM) 96 and EXB-2501......          4.8                1.9                1.5
Consumables.................................         11.9                9.5                8.1
Service, spares and other...................          5.8                5.6                4.9
Sales allowances............................         (3.7)              (2.6)              (1.7)
                                                    -----              -----              -----
                                                    100.0%             100.0%             100.0%
                                                    =====              =====              =====
</TABLE>

In addition to the historical information contained herein, the following 
discussion contains forward-looking statements that include risks and 
uncertainties.  The Company has identified by **bold-face** various sentences 
within this discussion which contain such forward-looking statements.  The 

<PAGE> 33
Company's results of operations may differ materially from results 
contemplated or otherwise anticipated by each and every such forward-looking 
statement.  Factors that could cause actual results to differ include, but 
are not limited to, those identified herein as well as those discussed in 
the Company's filings on Form 10-K and Forms 10-Q.

FISCAL YEAR 1996 COMPARED TO 1995
---------------------------------

The Company's net sales of $362.9 million for fiscal 1996 decreased 3% from 
net sales of $374.1 million for 1995.  The overall decrease in sales resulted 
from increases in sales of the Company's 8mm half-high drives, minicartridge 
drives and consumables, which were more than offset by decreased sales of 8mm 
full-high and 4mm drives which the Company discontinued in 1995 and 1996, 
respectively.  Sales in 1996 were also impacted by limited supply of the 
Company's newest 8mm drive, Mammoth.

Sales of 8mm half-high drives increased to 65% of sales in 1996 from 60% in 
1995.  This increase was the result of increased sales of the Company's newer 
8mm half-high products, such as Mammoth, and the transition away from 8mm 
full-high products.  Also included in 8mm half-high sales are more mature 
products, such as the 8205 and 8505.  Sales of these products remained 
relatively stable representing 58% of sales in 1996 compared to 59% in 1995.  
Sales of 8mm half-high libraries remained stable at 14% of total sales in both
1996 and 1995.  Sales of 8mm full-high drives and libraries represented less 
than 1% of sales in 1996, compared to 6% in 1995.  Sales of 4mm products 
decreased to 1% of sales in 1996 compared to 6% in 1995.

The relative customer mix during 1996 shifted to distributors from non-system 
original equipment manufacturers ("NSOs"), solution providers and end-users.  
Sales to original equipment manufacturers ("OEMs") remained at 44% of sales 
for 1996 and 1995.  Sales to distributors increased to 44% of sales in 1996 
from 38% in 1995. NSO sales decreased to 7% of sales in 1996 from 10% in 
1995.  Sales to solution providers decreased to 2% of net sales in 1996 from 
4% in 1995.  End-users represented 3% of net sales in 1996, down from 4% in 
1995.  The change in customer mix was due, in part, to increased sales of 
minicartridge products, which are currently sold predominantly through the 
distribution channel.

The Company's gross margin percentage for 1996 increased to 27.0% compared to 
16.6% for 1995.  The 1995 margins were affected by special non-recurring 
third quarter charges in cost of sales of $34.2 million.  See the discussion 
of fiscal year 1995 compared to 1994.  Excluding such charges, the gross 
margin for 1995 was 25.8%.  Gross margin was affected by a number of 
factors during the year.  An increase in the value of the dollar versus 
the yen resulted in reduced costs for certain Japanese components.  **The 
yen is expected to have a continuing positive impact on margins in 1997.**
Additionally, improved warranty costs had a positive impact on margins.  
**Due to the competitive nature of the storage peripherals business, price 
erosion on most products is expected to have an ongoing negative impact on 
gross margins.**  

Selling, general and administrative expenses decreased to $47.9 million in 
1996 from $49.9 million in 1995.  The decreases are primarily the result of 
special non-recurring charges in 1995 totaling $2.6 million related to the 
write-off of goodwill and end-of-life capitalized equipment.  The principal 
components of these selling, general and administrative costs include 
salaries and benefits, sales commissions, advertising and promotion, travel 
and related costs and depreciation expenses.
<PAGE> 34
Research and development expenditures increased to $38.4 million for 1996 
compared to $37.0 million in 1995.  The increases were attributed to 
continuous engineering improvements on products released during the year, 
such as Mammoth, as well as increased engineering efforts related to new 8mm, 
minicartridge and library products which will be introduced in 1997.
 
Other income, net, consists primarily of interest income and expense, state 
franchise taxes, foreign currency gains and losses and other miscellaneous 
items.

The provision for income tax for 1996 was 32% compared to a benefit of 
46.0% in the prior year.  See Note 6 of Notes to Consolidated Financial 
Statements for a description of the factors which resulted in the effective 
tax rates being different from the statutory tax rate of 35%.  **The Company 
currently expects the 1997 effective tax rate to approximate 34%.**

FISCAL YEAR 1995 COMPARED TO 1994
---------------------------------

The Company's net sales of $374.1 million for fiscal 1995 decreased 2% from 
net sales of $381.8 million for 1994.  This decrease was the result of lower 
shipments of 8mm full-high drive and library products.  Partially offsetting 
this decrease was an increase in the shipments of 8mm half-high, 4mm and 
minicartridge drives and libraries.  Consumable sales and service revenues 
also grew.  

During 1995, sales of the Company's half-high products increased as customer 
demand shifted from the Company's full-high products.  This shift was evident 
in both drives and libraries.  This shift is expected to continue until the 
last of the full-high units are shipped.  Demand for 8mm drives has shifted 
to the half-high products whose sales increased to 60% of sales in 1995 from  
51% in 1994.  Sales of the Company's full-high drives decreased to 4% of sales
in 1995 from 21% in 1994.  Sales of libraries have shifted to the half-high 
EXB-10h, EXB-210, EXB-440 and EXB-480, which represented 14% of sales during 
1995 compared to 3% in 1994.  Sales of the full-high library products, the 
EXB-10, EXB-60 and EXB-120 decreased to 2% of sales during 1995 compared to 
8% in the prior year.  

The relative customer mix during 1995 shifted to distributors and OEMs from 
NSOs and solution providers.  Sales to distributors increased to 38% of 
sales in 1995 from 33% in 1994. OEM customers accounted for 44% of sales in 
1995, compared to 43% in 1994.  Sales to NSOs decreased to 10% of net sales 
in 1995 from 15% in 1994.  Solution provider sales decreased to 4% of sales 
in 1995 from 5% in 1994.  End-user sales remained at 4% of sales in 1995 and 
1994.  This shift in customer mix was primarily the result of greater sales 
to existing distributor accounts and the addition of a large distributor in 
December 1994.

The Company's gross margin percentage for 1995 decreased to 16.6% compared to 
32.6% for 1994.  The 1995 margins were affected by special non-recurring third
quarter charges in cost of sales of $34.2 million.  Excluding such charges, 
the gross margin for the year was 25.8%.  The special charges resulted from: 
(1) the write-off of raw material inventories associated with previously 
announced end-of-life products; (2) the write-off of specialized fixed assets
utilized in the manufacture of these products; (3) the write-down of 
end-of-life finished goods to their net realizable value; (4) the recording 
of losses on certain vendor obligations related to these products; and 
(5) losses on the sale of certain excess raw materials.  Gross margin was 
also affected by a number of other factors during the year.  A decline in the 
<PAGE> 35
value of the dollar versus the yen resulted in significantly higher dollar 
costs for Japanese components in several products.  A shift in product mix to 
lower margin 4mm and minicartridge drives also adversely impacted the margin.
Additionally, full-high products were sold at discounted prices in an effort 
to reduce inventory levels.

Selling, general and administrative expenses increased to $49.9 million in 
1995 from $42.6 million in 1994.  The increases were primarily the result of 
overall growth in the Company's European sales operations and increased 
promotional activity.  Increases also include special non-recurring third 
quarter charges of $2.6 million, comprised of a write-off of goodwill related 
to two previous acquisitions and write-offs of capitalized evaluation and 
demonstration equipment related to end-of-life products.

Research and development expenditures increased to $37.0 million for 1995 
compared to $33.6 million in 1994.  The increases were attributed to the 
acquisition of an engineering subsidiary, Exabyte Magnetics GmbH, in October 
of 1994, increased expenditures related to the development of the Mammoth 
product and increased costs dedicated to software support.
 
Both selling, general and administrative and research and development 
expenditures were modestly impacted by shutdown and severance costs related 
to closure and consolidation of facilities in Ann Arbor, Michigan, San Jose, 
California, and Lenexa, Kansas during 1995.

Other income, net, consists primarily of interest income, royalty income 
and expense, state franchise taxes, foreign currency gains and losses and 
other miscellaneous items.    

The benefit for income tax for 1995 was 46.0% compared to a provision of 
32.2% in the prior year.  See Note 6 of Notes to Consolidated Financial 
Statements for a description of the factors which resulted in the effective 
tax rates being different from the statutory tax rate of 35%.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

During 1996, the Company generated $13.5 million of cash from operating 
activities, received $4.5 million from the issuance of Common Stock to Company
employees, expended $19.3 million for capital equipment and paid $0.8 million 
on long-term liabilities.  Together, these activities resulted in a decrease 
in the combined balance of cash and short-term investments of $2.1 million to 
a year-ending balance of $66.8 million.

The Company's working capital increased to $143.7 million on December 28, 1996
from $137.1 million on December 30, 1995.

The Company has a $7.5 million bank line of credit which expires April 30, 
1997, with borrowings under the line limited to 80% of eligible accounts 
receivable plus 25% of eligible inventory (limited to $3,000,000).  On 
December 28, 1996, the amount available under the line was $7.5 million and 
no borrowings were outstanding.  Borrowings under the line of credit bear 
interest at the lower of the bank's prime rate or LIBOR + 2%.  The ability to 
borrow under this line of credit is dependent upon the Company's adherence to 
a set of financial covenants.  **The Company anticipates that it will renew 
such line at comparable terms upon its expiration.**

**The Company currently expects to make capital expenditures of approximately 
$20 million during 1997.  The Company believes its existing sources of 
<PAGE> 36
liquidity and funds expected to be generated from operations will provide 
adequate cash to fund anticipated working capital and other cash requirements 
through fiscal 1997.**
























































<PAGE> 37
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                                         Page

Report of Independent Accountants...................................      38



Consolidated Balance Sheets - 
December 28, 1996 and December 30, 1995.............................      39


Consolidated Statements of Operations - for the years ended
December 28, 1996, December 30, 1995 and December 31, 1994..........      40


Consolidated Statements of Changes in Stockholders' Equity -
for the years ended December 28, 1996, December 30, 1995 and 
December 31, 1994...................................................      41


Consolidated Statements of Cash Flows -
for the years ended
December 28, 1996, December 30, 1995 and December 31, 1994..........      42-43


Notes to Consolidated Financial Statements..........................      44-55































<PAGE> 38
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and 
   Stockholders of Exabyte Corporation

In our opinion, the accompanying consolidated balance sheets and the related 
consolidated statements of operations, of changes in stockholders' equity and 
of cash flows present fairly, in all material respects, the financial 
position of Exabyte Corporation and its subsidiaries at December 28, 1996 and 
December 30, 1995, and the results of their operations and their cash flows 
for each of the three years in the period ended December 28, 1996, in 
conformity with generally accepted accounting principles.  These financial 
statements are the responsibility of the Company's management; our 
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with 
generally accepted auditing standards which 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, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement 
presentation.  We believe that our audits provide a reasonable basis for the 
opinion expressed above.




/s/ Price Waterhouse LLP
------------------------
PRICE WATERHOUSE LLP


Boulder, Colorado
January 16, 1997

























<PAGE> 39
EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
                                           December 28,              December 30,
                                              1996                      1995
                                            ---------                 ---------
<S>                                         <C>                       <C>
ASSETS
Current assets:
  Cash and cash equivalents..........       $ 46,223                  $ 40,137
  Short-term investments.............         20,600                    28,800
  Accounts receivable, net...........         56,414                    56,785
  Inventories, net...................         55,765                    44,169
  Deferred income taxes..............         14,172                    17,595
  Other current assets...............          3,211                     9,446
                                            --------                  --------
Total current assets.................        196,385                   196,932
                                            --------                  --------
Property and equipment, net..........         45,187                    42,972
Deferred income taxes................         10,055                     7,703
Other assets.........................          4,499                     2,729
                                            --------                  --------   
                                              59,741                    53,404
                                            --------                  --------   
                                            $256,126                  $250,336
                                            ========                  ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable...................       $ 18,916                  $ 21,840
  Accrued liabilities................         31,900                    32,945 
  Accrued income taxes...............          1,007                     4,104
  Current portion of long-term 
    obligations .....................            832                       900
                                            --------                  -------- 
Total current liabilities............         52,655                    59,789
Long-term obligations ...............          3,458                     4,181
                                            --------                  --------
Commitments (Note 7).................
Stockholders' equity:
  Preferred stock, $.001 par value;
    14,000 shares authorized; no
    shares issued and outstanding....             --                        --  
  Common stock, $.001 par value;
    50,000 shares authorized; 
    22,184 and 21,827 shares
    issued...........................             22                        22
  Capital in excess of par value.....         64,124                    59,102
  Treasury stock, at cost, 15 shares.             (9)                       (9)
  Retained earnings..................        135,876                   127,251
                                            --------                  --------
Total stockholders' equity...........        200,013                   186,366
                                            --------                  --------
                                            $256,126                  $250,336
                                            ========                  ========
</TABLE>
     The accompanying notes are an integral part of the consolidated
     financial statements.
<PAGE> 40
EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
<TABLE>
<CAPTION>
                                                             Fiscal Years Ended
                                                 December 28,    December 30,    December 31,
                                                    1996            1995            1994  
                                                  --------        --------        --------
<S>                                               <C>             <C>             <C>
Net sales............................             $362,891        $374,147        $381,844
Cost of goods sold...................              265,002         311,891         257,365
                                                  --------        --------        --------
Gross profit.........................               97,889          62,256         124,479

Operating expenses:
Selling, general and administrative..               47,929          49,896          42,560
Research and development.............               38,391          36,956          33,586
Purchased research and development...                   --              --           2,597
                                                  --------        --------        --------
Income (loss) from operations........               11,569         (24,596)         45,736

Other income, net....................                1,114           1,568           2,069
                                                  --------        --------        --------
Income (loss) before income taxes....               12,683         (23,028)         47,805

(Provision) benefit for income taxes.               (4,058)         10,593         (15,400)
                                                  --------        --------        --------
Net income (loss)....................             $  8,625        $(12,435)        $32,405
                                                  ========        ========        ========

Net income (loss) per share..........               $ 0.39          $(0.57)          $1.48
                                                  ========        ========        ========
Common and common
equivalent shares used in the
calculation of net income (loss)
per share............................               22,307          21,711          21,965
                                                  ========        ========        ======== 
</TABLE>

     The accompanying notes are an integral part of the consolidated
     financial statements.

















<PAGE> 41
EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands, except per share data)
<TABLE>
<CAPTION>
                                               Common Stock     Treasury Stock    Capital in Excess    Retained
                                              Shares  Amount   Shares    Amount     of Par Value       Earnings
                                              ------  ------   ------    ------    ---------------     --------
<S>                                           <C>        <C>     <C>      <C>         <C>              <C>   
Balance, January 1, 1994...............       21,190     $21      (15)    $(9)        $51,242          $107,281

Common Stock options exercised ($.10
  to $20.63 per share).................          392       1                            3,993
Common Stock issued pursuant to the
  Employee Stock Purchase Plan 
  ($12.11 per share)...................           75                                      906
Tax effect of disqualifying 
  dispositions of Common Stock.........                                                 1,067
Net income for the year................                                                                  32,405
                                              ------    ----     ----    ----         -------          --------
Balance, December 31, 1994 ............       21,657      22      (15)     (9)         57,208           139,686

Common Stock options exercised ($.10
  to $18.38 per share).................           85                                      825
Common Stock issued pursuant to the
  Employee Stock Purchase Plan
  ($11.69 and $11.63 per share)........           85                                      987
Tax effect of disqualifying 
  dispositions of Common Stock.........                                                    82
Net loss for the year..................                                                                 (12,435)
                                              ------    ----     ----    ----       ---------          --------
Balance, December 30, 1995 ............       21,827      22      (15)     (9)         59,102           127,251

Common Stock options exercised ($.10
  to $20.63 per share).................          257                                    3,347
Common Stock issued pursuant to the
  Employee Stock Purchase Plan 
  ($10.94 and $11.10 per share)........          100                                    1,097
Tax effect of disqualifying 
  dispositions of Common Stock.........                                                   578
Net income for the year................                                                                   8,625
                                              ------    ----     ----    ----        --------          --------
Balance, December 28, 1996.............       22,184     $22      (15)    $(9)        $64,124          $135,876
                                              ======    ====     ====    ====        ========          ========

</TABLE>
                        
     The accompanying notes are an integral part of the consolidated 
     financial statements.










<PAGE> 42
EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
                                                                Fiscal Years Ended	
                                                    -----------------------------------------
                                                    December 28,   December 30,   December 31,
                                                       1996           1995           1994  
                                                    -----------    -----------    -----------
<S>                                                  <C>            <C>            <C>
 
Cash flows from operating activities:
     Cash received from customers............        $363,804       $382,862       $371,046
     Cash paid to suppliers and employees....        (354,209)      (367,875)      (325,868)
     Interest received.......................           2,759          3,251          2,433
     Interest paid...........................            (529)          (330)          (156)
     Income taxes paid.......................          (2,476)        (7,292)       (21,104)
     Income tax refund received..............           4,160             --             --
          Net cash provided by                       --------       --------       --------
            operating activities.............          13,509         10,616         26,351
                                                     --------       --------       --------

Cash flows from investing activities:
     (Purchase) sale of short-term 
       investments, net......................           8,200          5,311        (13,111)
     Capital expenditures....................         (19,276)       (23,365)       (13,568)
     Acquisitions, net of cash acquired                    --             --         (3,035)
          Net cash used for                          --------       --------       -------- 
            investing activities.............         (11,076)       (18,054)       (29,714)
                                                     --------       --------       --------
Cash flows from financing activities:
     Net proceeds from issuance of 
       Common Stock .........................           4,444          1,812          4,900
     Principal payments on long-term
       obligations...........................            (791)          (470)          (299)
          Net cash provided by                       --------       --------       --------
            financing activities.............           3,653          1,342          4,601
                                                     --------       --------       --------

Net increase (decrease) in cash and cash 
     equivalents.............................           6,086         (6,096)         1,238
Cash and cash equivalents at beginning 
     of year.................................          40,137         46,233         44,995
                                                     --------       --------       --------
Cash and cash equivalents at end 
     of year.................................         $46,223        $40,137        $46,233
                                                     ========       ========       ========
</TABLE>

     The accompanying notes are an integral part of the consolidated
     financial statements.







<PAGE> 43
EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>

                                                                 Fiscal Years Ended	
                                                     -----------------------------------------
                                                     December 28,   December 30,   December 31,
                                                        1996           1995           1994   
                                                     -----------    -----------    ----------- 
<S>                                                   <C>            <C>            <C>
Reconciliation of net income (loss) to net
  cash provided by operating activities:
     Net income (loss).........................       $ 8,625        $(12,435)      $32,405
     Adjustments to reconcile net income (loss)
       to net cash provided by operating
       activities:
          Depreciation, amortization
            and other..........................        17,059          17,153        13,697
          Write-down of fixed assets...........            --             792            81
          Deferred income tax provision (benefit)       1,071         (12,262)       (6,212)
          Provision for losses and reserves
            on accounts receivable.............        11,159           8,723         5,442
          Provision for end-of-life inventory
            write-downs........................            --          31,188            --
          Purchased research and development...            --              --         2,597
 
     Change in assets and liabilities, net of
       acquisitions:
          Accounts receivable..................       (10,788)           (569)      (17,187)
          Inventories..........................       (11,596)        (28,752)      (10,669)
          Other current assets.................         6,235          (6,695)       (1,613)
          Other assets.........................        (1,770)           (845)         (103)
          Accounts payable.....................        (2,924)          1,382           790
          Accrued liabilities..................        (1,045)         11,600         6,614
          Accrued income taxes.................        (2,517)          1,336           509
                                                      -------         -------       -------
          Net cash provided by
            operating activities...............       $13,509         $10,616       $26,351
                                                      =======         =======       =======

Supplemental schedule of non-cash
  investing and financing activities:
     Transfer of inventories to
       property and equipment..................       $    --         $ 2,605       $ 2,613
     Capital lease obligations.................            --           4,042            --
     Fair market value of acquisition assets,
       including purchased research
       and development and goodwill............            --              --         3,605
     Acquisition liabilities assumed...........            --              --           538
     Income tax benefit of disqualifying 
       dispositions of Common Stock............           578              82         1,067
     Note payable issued to purchase software
       licenses................................            --           1,055            --
</TABLE>

     The accompanying notes are an integral part of the consolidated 
     financial statements.
<PAGE> 44
EXABYTE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1--OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Exabyte Corporation (the "Company") was incorporated on June 5, 1985 under 
the laws of the state of Delaware.  The Company engages in the design, 
development, manufacture and marketing of computer magnetic tape subsystems 
for general commercial application.  The Company reports its results of 
operations on the basis of a fiscal year of 52 or 53 weeks ending on the 
Saturday closest to December 31.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company 
and its wholly owned subsidiaries, Exabyte FSC Ltd., a foreign sales 
corporation, Nihon Exabyte Corporation (Japan), Exabyte Europe B.V. (The 
Netherlands), Exabyte Scotland Limited (Scotland), Exabyte Magnetics GmbH 
(Germany), Exabyte (Singapore) Pte. Ltd. (Singapore), and Exabyte (Canada) 
Corporation (Canada). All intercompany accounts and transactions have been 
eliminated.

Foreign Currency Translation

The U.S. dollar is the functional currency of the consolidated corporation.  
For the Company's foreign subsidiaries, monetary assets and liabilities are 
translated into U.S. dollars using the exchange rates in effect at the 
balance sheet date and nonmonetary assets are translated at historical rates. 
Results of operations are translated using the average exchange rates during 
the period.  Foreign exchange gains and losses included in the consolidated 
statements of operations were not material in any year presented.

Foreign Currency Forward Contracts

The Company enters into foreign currency forward contracts in anticipation 
of movements in the dollar/yen exchange rate which it uses to hedge the 
purchase of certain inventory components from Japanese manufacturers. The 
Company had outstanding contracts totaling $22.3 million and $21.7 million at 
December 28, 1996 and December 30, 1995, respectively.  The maturity dates 
for these contracts for both years were within six months of the Company's 
respective year-end. Hedged inventory transactions are included in the 
Statement of Cash Flows as operating activities.  At December 28, 1996 and 
December 30, 1995, the Company had unrealized losses on forward contracts of 
approximately $1.1 million and $1.3 million, respectively, based upon the 
dollar/yen spot rates on those dates.  Transaction gains or losses due to 
exchange rate movements are recorded upon settlement of the transaction, 
deferred into inventory, and recognized in income as the underlying inventory 
is sold.

Revenue Recognition

Sales are recognized upon shipment of products to customers.  Revenue from 
sales to certain distributors is subject to agreements allowing certain rights
of return and price protection on unsold merchandise held by those 
distributors.  Accordingly, reserves for estimated future returns and for 
price protection are provided in the period of the sale.



<PAGE> 45

Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, short-term investments, 
accounts receivable, accounts payable, accrued liabilities and the current 
portion of long-term obligations in the consolidated financial statements 
approximate fair value because of the short-term maturity of these 
instruments.  The fair value of long-term obligations under notes payable 
was estimated by discounting the future cash flows using market interest 
rates and does not differ significantly from that reflected in the 
consolidated financial statements.

Concentration of Credit Risk

The Company's customers include original equipment manufacturers ("OEMs"), 
non-system original equipment manufacturers ("NSOs"), solution providers, 
distributors and end-users.  Financial instruments which potentially subject 
the Company to concentrations of credit risk are primarily accounts 
receivable, cash equivalents and short-term investments.  The Company performs
ongoing credit evaluations of its customers' financial condition and, 
generally, requires no collateral from its customers.  Accounts receivable 
are summarized as follows:

<TABLE>
<CAPTION>
                                                     December 28,   December 30,
                                                        1996           1995
                                                     -----------    -----------
                                                          (In thousands)
<S>                                                   <C>             <C>
Accounts receivable..........................         $63,729         $63,617
Less: reserves and allowance for 
  non-collection.............................          (7,315)         (6,832)
                                                      -------         -------
                                                      $56,414         $56,785
                                                      =======         =======
</TABLE>
During the fiscal years ended December 28, 1996, December 30, 1995 and 
December 31, 1994, one customer accounted for approximately 15%, 15% and 17%, 
respectively, of sales.  Another customer accounted for approximately 11% and 
11% of sales during the fiscal years ended December 28, 1996 and December 30, 
1995, respectively.  No other customers accounted for 10% or more of sales in 
any of the three years presented.

Cash Equivalents and Short-Term Investments

The Company considers all highly liquid investments purchased with an 
original maturity of three months or less to be cash equivalents.  Such cash 
equivalents aggregated $31,817,000 and $33,622,000 at December 28, 1996 and 
December 30, 1995, respectively.

Inventories

Inventories are stated at the lower of cost or market, cost being determined 
by the first-in, first-out method and include material, labor and 
manufacturing overhead.  Inventories consist of the following:



<PAGE> 46
<TABLE>
<CAPTION>
                                                     December 28,   December 30,
                                                        1996           1995
                                                     -----------    -----------
                                                           (In thousands)
<S>                                                   <C>             <C>
Raw materials and component parts............         $34,865         $24,932
Work-in-process..............................           2,692           2,033
Finished goods...............................          18,208          17,204
                                                      -------         -------
                                                      $55,765         $44,169
                                                      =======         =======
</TABLE>

During the third quarter of 1995, the Company recorded a lower of cost or 
market write-down on certain end-of-life products aggregating $23,636,000.    
At the same time, the Company accrued for losses on purchase commitments of 
$7,552,000 related to such products.  At December 28, 1996, no material 
purchase commitment obligations exist.

Depreciation and Amortization

Property and equipment are recorded at cost.  Depreciation is computed using  
the straight-line method over the estimated useful lives of the respective 
depreciable assets (two to five years). Leasehold improvements are amortized 
on a straight-line basis over the shorter of the useful life of the asset or 
the lease term.  Maintenance and repairs are expensed as incurred and 
improvements are capitalized.  Goodwill resulting from acquisitions is 
amortized using the straight-line method over five years.  All goodwill was 
fully amortized prior to 1996.  Amortization expense was $440,000 and 
$880,000 in 1995 and 1994, respectively.  In the third quarter of 1995, 
the Company determined that remaining goodwill aggregating $2,273,000 
related to two 1993 acquisitions had been impaired and, accordingly, 
it was written off.

Warranty Costs

A provision for estimated future costs which may be incurred under the 
Company's various product warranties is recorded when products are shipped.

Research and Development Costs

Software development costs for certain projects are capitalized from the time 
technological feasibility is established to the time the resulting software 
product is first shipped.  Capitalized software costs are stated at the lower 
of cost or net realizable value which totaled $2,334,000 at December 28, 1996 
and are recorded as other non-current assets.  Amortization had not yet 
commenced at that date.  All other research and development costs are expensed
as incurred.

Income Taxes

Deferred income taxes are provided for temporary differences between the 
financial reporting basis and tax basis of the Company's assets and 
liabilities.  Income taxes are also provided for taxes currently payable 
based on taxable income.


<PAGE> 47
Net Income (Loss) Per Share

Net income (loss) per common share is based on the weighted average number of 
shares of Common Stock and Common Stock equivalents (dilutive stock options) 
outstanding during each respective period.  Proceeds from the exercise of the 
dilutive stock options are assumed to be used to repurchase outstanding 
shares of the Company's Common Stock at the average fair market value during 
the period.  In a period in which a loss is incurred, only the weighted 
average number of common shares is used to compute the loss per share as the 
inclusion of Common Stock equivalents would be antidilutive.

Use of Estimates

The Company has prepared these financial statements in conformity with 
generally accepted accounting principles which require the use of 
management's estimates and assumptions that affect the reported amounts of 
assets and liabilities and disclosure of contingent liabilities, as well as 
the reported amounts of revenue and expenses.  Accordingly, actual results 
could differ from the estimates used.

NOTE 2--PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

                                                  December 28,    December 30,
                                                     1996            1995
                                                  -----------     -----------
                                                          (In thousands)
[S]                                                  [C]             [C]
Equipment and furniture......................        $84,263         $66,280
Assets under capital leases..................          5,825           5,968
Leasehold improvements.......................         17,334          16,417
Less: accumulated depreciation and
  amortization...............................        (62,235)        (45,693)
                                                     -------         -------
                                                     $45,187         $42,972
                                                     =======         =======

Depreciation expense was $17,058,000, $14,443,000 and $12,956,000 in 1996, 
1995 and 1994, respectively.  Amortization of equipment and furniture under 
capital leases is included in depreciation expense.

NOTE 3--ACCRUED LIABILITIES

Accrued liabilities consist of the following:

                                                   December 28,   December 30,
                                                      1996           1995
                                                   -----------    -----------
                                                          (In thousands)
[S]                                                   [C]            [C]
Wages and employee benefits..................         $ 8,494        $ 5,603
Warranty and related costs...................          18,373         20,068
Loss on purchase commitments.................              82          4,212
Other........................................           4,951          3,062
                                                      -------        -------
                                                      $31,900        $32,945
                                                      =======        =======

<PAGE> 48
NOTE 4--DEBT

Line of Credit

As of December 28, 1996, the Company maintained a $7,500,000 unsecured line of
credit.  No borrowings were outstanding under the line as of that date.  Under
the terms of the agreement, the Company may borrow the lesser of $7,500,000 or
80% of eligible accounts receivable plus 25% of eligible inventories (limited 
to $3,000,000).  Borrowings made under the agreement bear interest at the 
lower of the bank's prime rate or LIBOR + 2%.  The Company's bank line of 
credit prohibits the payment of dividends without prior bank approval.  The 
line of credit agreement also includes certain financial and other covenants. 
The agreement is currently scheduled to expire in April 1997.

Long-Term Obligations

In 1995, the Company entered into a note payable for $1,055,000 to purchase 
certain software licenses.  The note payable requires quarterly installments 
of interest (7.5%) and principal through February 1998.  The Company has also 
entered into capital lease obligations related to the acquisition of certain 
equipment and leasehold improvements.  The following represents future 
payments pursuant to these obligations as of December 28, 1996:
<TABLE>
<CAPTION>
                                                      Capital Lease
                                      Note Payable     Obligations      Total
                                      ------------    -------------     -----
                                                     (In thousands)
<S>                                       <C>            <C>            <C>
     1997............................     $481           $  868         $1,349
     1998............................      131              682            813
     1999............................       --              662            662
     2000............................       --              662            662
     2001............................       --              662            662
     Thereafter......................       --            1,656          1,656  
                                          ----           ------         ------
                                           612            5,192          5,804
Less: amount representing interest...      (30)          (1,484)        (1,514)
                                          ----           ------         ------
Present value of payments............      582            3,708          4,290
Less: current portion................     (454)            (378)          (832)
                                          ----           ------         ------
                                          $128           $3,330         $3,458
                                          ====           ======         ======
</TABLE>
Interest expense aggregated $530,000, $330,000 and $156,000 in 1996, 1995 and
1994, respectively.

NOTE 5--CAPITAL STOCK AND STOCK COMPENSATION PLANS

At December 28, 1996, the Company had two stock-based compensation plans.  
The Company applies APB Opinion 25 and related Interpretations in accounting 
for its plans.  Accordingly, no compensation cost has been recognized for its 
fixed stock option plan and its stock purchase plan.  Had compensation cost 
for the Company's two stock-based compensation plans been determined based on 
the fair value at the grant dates for awards under those plans consistent with
the method of FASB Statement 123, the Company's pro forma results of operations 
and pro forma net income (loss) per share would have been as follows:

<PAGE> 49
<TABLE>
<CAPTION>
(In thousands, except per share data)             1996                1995
                                                  ----                ----
<S>                                              <C>                <C>
Net income (loss):
    As reported......................            $8,625             $(12,435)
    Pro forma........................            $4,798             $(14,323)
Net income (loss) per share:
    As reported......................            $ 0.39             $  (0.57)
    Pro forma........................            $ 0.22             $  (0.66)
</TABLE>

Fixed Stock Option Plan

Under the Incentive Stock Plan, the Company may grant options to its employees
and directors for up to 8 million shares of Common Stock.  Under the Plan, 
options are granted at an exercise price not less than the fair market value 
of the stock on the date of grant.  The options vest over periods up to 50 
months and expire 10 years after the date of grant, except in the event of 
the termination or death of the employee, whereupon vested shares must be 
exercised within 90 days.

The fair value of each option grant is estimated on the date of grant 
using the Black-Scholes option-pricing model with the following weighted-
average assumptions used for grants in 1995 and 1996, respectively:  no 
estimated dividends for both years; expected volatility of 57% for both 
years; risk-free interest rates between 5.5% and 7.7% in 1995 and between 
5.0% and 6.3% in 1996; and expected option lives of 0.41 years after the 
vesting date for both years.

A summary of the status of the Company's fixed option plan as of December 28, 
1996, December 30, 1995 and December 31, 1994, and changes during the years 
ending on those dates is presented as follows:

<TABLE>
<CAPTION>
                                        1996                        1995                       1994
                               -----------------------    -----------------------    -----------------------
                               Shares   Weighted Avg.     Shares   Weighted Avg.     Shares   Weighted Avg.
                               (000's)  Exercise Price    (000's)  Exercise Price    (000's)  Exercise Price
                               -------  --------------    -------  --------------    -------  -------------- 
<S>                            <C>         <C>            <C>         <C>            <C>         <C>
Outstanding at beginning 
   of year..................   3,148       $16.97         2,614       $17.34         2,295       $16.00
Granted.....................   1,044       $15.49           898       $14.90           888       $17.78
Exercised...................    (257)      $13.02           (85)      $ 9.68          (392)      $10.18
Forfeited...................    (317)      $18.19          (279)      $16.18          (177)      $18.24
                               -----       ------         -----       ------         -----       ------
Outstanding at end of year..   3,618       $16.71         3,148       $16.97         2,614       $17.34
                               =====       ======         =====       ======         =====       ======
Options exercisable
  at year-end...............   1,940       $17.60         1,632       $17.66         1,157       $16.71
Weighted-average fair value
  of options granted during
  the year..................   $6.50                      $6.37                      
</TABLE>


<PAGE> 50
The following table summarizes information about fixed stock options 
outstanding at December 28, 1996:
<TABLE>
<CAPTION>
                              Options Outstanding                       Options Exercisable
                  --------------------------------------------     -----------------------------
                     Number      Weighted Avg.   Weighted Avg.        Number       Weighted Avg.
  Range of        Outstanding      Remaining       Exercise        Exercisable       Exercise
Exercise Prices     (000's)    Contractual Life     Price            (000's)          Price
---------------   -----------  ----------------  -------------     -----------     -------------
<S>                  <C>          <C>                <C>              <C>              <C> 
$ 0.10- 9.38           262        2.7 years          $ 4.67             252            $ 4.50
$12.63-15.13         1,295        8.4 years          $13.75             426            $13.69
$15.38-19.63         1,395        7.7 years          $17.11             690            $16.90
$20.63-23.88           292        6.8 years          $21.56             199            $21.47
$25.25-35.63           374        5.2 years          $30.12             373            $30.12
                     -----        ---------          ------           -----            ------
                     3,618        7.3 years          $16.71           1,940            $17.60
                     =====        =========          ======           =====            ======
</TABLE>

Employee Stock Purchase Plan

Under the Employee Stock Purchase Plan, the Company is authorized to issue up 
to one million shares of Common Stock to its full-time employees, nearly all 
of whom are eligible to participate.  Under the terms of the Plan, employees 
may elect to have up to 15% of their gross salaries withheld by payroll 
deduction to purchase the Company's Common Stock.  The purchase price of the 
stock is 85% of the lower of market price at the beginning or end of each 
six-month participation period.  Under the Plan, the Company sold 100,000, 
85,000 and 75,000 shares to employees in 1996, 1995 and 1994, respectively.

The fair value of each stock purchase plan grant is estimated on the date of 
grant using the Black-Scholes model with the following assumptions for 1995 
and 1996, respectively:  no estimated dividends for both years; expected 
volatility of 57% for both years; risk-free interest rates of 6.4% and 5.7% 
in 1995 and 5.0% and 5.5% in 1996; and an expected life of 0.5 years for both 
years.  The weighted-average fair values of those purchase rights granted in 
1995 and 1996 were $5.14 and $4.01, respectively.

Stockholder Rights Plan

The Board of Directors adopted on January 24, 1991 and amended on August 23, 
1995 a Stockholder Rights Plan ("Rights Plan") in which preferred stock 
purchase rights were distributed as a dividend at the rate of one right for 
each share of Exabyte Common Stock held as of February 15, 1991.  The Rights 
Plan is designed to deter coercive or unfair takeover tactics and to prevent 
an acquiring entity from gaining control of the Company without offering a 
fair price to all of the Company's stockholders.

Each right will entitle the holders of the Company's Common Stock to purchase 
one one-hundredth of a share of preferred stock at an exercise price of $75, 
subject to adjustment in certain cases to prevent dilution.  The rights are 
evidenced by the Common Stock certificates and are not exercisable or 
transferable apart from the Common Stock until the earlier of ten days after 
the date on which a person or group has acquired beneficial ownership of 15% 
or more of the Common Stock (an "Acquiring Entity") or ten business days 
after the public announcement of the commencement of a tender or exchange 

<PAGE> 51
offer that would result in the Acquiring Entity owning 15% or more of the 
Common Stock.  Further, the rights generally entitle each right holder 
(except the Acquiring Entity) to purchase that number of shares of the 
Company's Common Stock which equals the exercise price of the right divided 
by one-half of the current market price of the Common Stock if any person 
becomes the beneficial owner of 15% or more of the Common Stock.  If an 
Acquiring Entity purchases at least 15% of the Company's Common Stock, but 
has not acquired 50%, the Board of Directors may exchange the rights (except 
those of the Acquiring Entity) for one share of Common Stock per right.  In 
addition, under certain circumstances, if the Company is involved in a merger 
or other business combination in which the Company is not the surviving 
corporation, the rights entitle the holder to buy Common Stock of the 
Acquiring Entity with a market value of twice the exercise price of each 
right.

The Company is generally entitled to redeem the rights for $.01 per right at 
any time until ten days following a public announcement that a 15% stock 
position has been acquired and in certain other circumstances.  The rights, 
which do not have voting rights, will expire on February 15, 2001, unless 
redeemed or exchanged earlier by the Company pursuant to the Rights Plan. 

NOTE 6--INCOME TAXES

Pretax income (loss) was taxed in the following jurisdictions:
<TABLE>
<CAPTION>
                        1996          1995         1994
                      --------      --------     --------
                                 (In thousands)
<S>                   <C>          <C>           <C> 
Domestic..........    $14,666      $(27,647)     $43,865
Foreign...........     (1,983)        4,619        3,940
                      -------      --------      -------
                      $12,683      $(23,028)     $47,805
                      =======      ========      =======
</TABLE>
The provision (benefit) for income taxes consists of the following:

                        1996          1995         1994
                      --------      --------     --------
                                 (In thousands)
[S]                    [C]          [C]           [C]
Current:
  Federal.........     $1,739       $  (275)      $17,214
  State...........        176           205         2,737 
  Foreign.........      1,072         1,739         1,661

Deferred:
  Federal.........      2,927       (11,396)       (5,891)
  State...........        319          (866)         (321) 
  Foreign.........     (2,175)           --            -- 
                      -------       -------       -------
                       $4,058      $(10,593)      $15,400 
                      =======       =======       =======

Total income tax provision (benefit) differs from the amount computed by
applying the U.S. federal income tax rate of 35% to income (loss) before
income taxes for the following reasons:

<PAGE> 52
<TABLE>
<CAPTION>
                                  1996          1995         1994 
                                -------       -------      -------
                                           (In thousands)
<S>                              <C>         <C>           <C>
U.S. federal income tax
  at statutory rate..........    $4,438      $ (8,060)     $16,732
State income taxes, net
  of federal benefit.........       436          (998)       1,776
Purchased research and 
  development................        --            --          909
Research and development
  credits....................      (304)         (420)        (875)
Tax exempt interest..........      (666)         (414)        (419)
Foreign Sales Corporation....      (105)         (215)        (534)
Net operating loss
  carryforwards recognized...        --            --       (2,650)
Other........................       259          (486)         461  
                                 ------      --------      -------
                                 $4,058      $(10,593)     $15,400
                                 ======      ========      =======
</TABLE>

Deferred tax assets are attributable to the following:
<TABLE>
<CAPTION>
                                                December 28,      December 30,
                                                   1996              1995
                                                  --------          --------
                                                        (In thousands)
<S>                                               <C>               <C>
Warranty reserves...........................      $ 5,098           $ 5,349
Property and equipment......................        3,470             3,995
Net operating loss carryforwards:
   Domestic.................................        2,109             2,343
   Foreign..................................        2,175                --
Credit carryforwards........................        1,291                --
Bad debt and revenue reserves...............        2,301             2,142
Goodwill....................................        1,245             1,365
Vacation reserves...........................          554               504
Inventory reserves..........................        4,517             8,532
Other.......................................        1,467             1,068
                                                  -------           -------
                                                  $24,227           $25,298
                                                  =======           =======
</TABLE>

At December 28, 1996, domestic net operating loss carryforwards of $6,026,000 
are available to offset future taxable income.  Utilization of the 
carryforwards are subject to an annual limitation of $670,000 through 2005.  
Foreign net operating loss carryforwards may be carried forward indefinitely. 
In addition, the Company has unused research and development credits of 
$723,000 which expire in 2010-2011 and alternative minimum tax credits of 
$568,000 which may be carried forward indefinitely.




<PAGE> 53
NOTE 7--LEASE COMMITMENTS

The Company leases its office, production and sales facilities under various 
operating lease arrangements.  Most of the leases contain various provisions 
for rental adjustments including, in certain cases, a provision based on 
increases in the Consumer Price Index.  In addition, most of the leases 
require the Company to pay property taxes, insurance and normal maintenance 
costs.  Future minimum lease payments under these arrangements are as follows:

                                                        (In thousands)

     1997...................................               $ 5,828
     1998...................................                 5,057
     1999...................................                 4,945
     2000...................................                 4,530
     2001...................................                 4,114
     Thereafter.............................                 7,372
                                                           -------
                                                           $31,846
                                                           =======

Rent expense aggregated $5,906,000, $6,061,000 and $4,942,000 in 1996, 1995 
and 1994, respectively.

NOTE 8-EMPLOYEE BENEFIT PLAN

The Company maintains a qualified Section 401(K) Savings Plan which allows 
eligible employees to contribute up to 15% of their salaries on a pre-tax 
basis.  Company contributions to the Plan are discretionary.  The Company 
recorded as expense matching contributions totaling $801,000, $691,000 and 
$652,000 in 1996, 1995 and 1994, respectively.  Company contributions are 
fully vested after six years of employment.

NOTE 9-ACQUISITIONS

On October 4, 1994, the Company acquired from Grundig A.G. all the outstanding
common shares of Grundig Data Scanner GmbH, subsequently renamed Exabyte 
Magnetics GmbH ("EMG"), for a purchase price of $3.1 million.  EMG is engaged 
in the design and manufacture of heads and scanners for incorporation in 
high-performance helical-scan tape drives and is located in Nuremberg, 
Germany.

The results of operations of this entity have been included in the 
accompanying Consolidated Financial Statements since its date of 
acquisition.  In addition, the acquisition was accounted for using the 
purchase method; accordingly, assets and liabilities were recorded at their 
estimated fair values at the date of acquisition.  The excess of the purchase 
price over the net assets acquired of EMG ($2,597,000) was charged to 
operations as purchased research and development.










<PAGE> 54
NOTE 10--FOREIGN OPERATIONS AND GEOGRAPHIC INFORMATION

The following table summarizes the Company's operations in different 
geographic areas:
   
<TABLE>
<CAPTION>
(In thousands)
YEAR ENDED DECEMBER 28, 1996            United                                 
                                        States      Europe      Elimination    Consolidation 
                                       --------    --------     -----------    -------------
                                       <S>         <C>           <C>             <C> 
Sales to unaffiliated customers.....   $301,270    $61,621       $     --        $362,891
Transfers between geographic areas..     20,466      7,049        (27,515)             --
                                       --------    -------       --------        --------
Total net sales.....................   $321,736    $68,670       $(27,515)       $362,891
                                       ========    =======       ========        ========
Net income (loss)...................   $  9,092    $  (467)      $     --        $  8,625 
                                       ========    =======       ========        ========
Identifiable assets.................   $239,656    $39,218       $(22,748)       $256,126
                                       ========    =======       ========        ========

YEAR ENDED DECEMBER 30, 1995
                                                                                        
Sales to unaffiliated customers.....   $309,532    $64,615       $     --        $374,147
Transfers between geographic areas..     23,151      9,854        (33,005)             --
                                       --------    -------       --------        --------
Total net sales.....................   $332,683    $74,469       $(33,005)       $374,147
                                       ========    =======       ========        ========
Net income (loss)...................   $(15,085)   $ 2,650       $     --        $(12,435)
                                       ========    =======       ========        ========
Identifiable assets.................   $233,740    $40,017       $(23,421)       $250,336
                                       ========    =======       ========        ========

YEAR ENDED DECEMBER 31, 1994
                                                                                       
Sales to unaffiliated customers.....   $354,904    $26,940       $     --        $381,844
Transfers between geographic areas..     26,679      5,533        (32,212)             --
                                       --------    -------       --------        --------
Total net sales.....................   $381,583    $32,473       $(32,212)       $381,844
                                       ========    =======       ========        ========
Net income..........................   $ 30,906    $ 1,499       $     --        $ 32,405
                                       ========    =======       ========        ========
Identifiable assets.................   $236,354    $32,665       $(26,254)       $242,765
                                       ========    =======       ========        ========
</TABLE>

Sales and transfers between geographic areas are accounted for at arm's 
length prices, which generally provide a profit after coverage of all 
operating costs.  The identifiable assets by geographic areas are those 
assets used in the Company's operations in each area.  The Company's Far East 
operations have not been disclosed as a separate geographic area because 
revenues from Far East sales are recorded by entities in other geographic  
areas and Far East identifiable assets are less than 10% of consolidated 
assets.




<PAGE> 55
United States export sales, which exclude revenues generated by European 
operations, were made to the following geographic areas:
<TABLE>
<CAPTION>
                         1996               1995               1994  
                        -------            -------            -------
                                       (In thousands)
<S>                     <C>                <C>                <C> 
Europe............      $17,859            $18,426            $46,878
Other.............       28,227             31,086             27,732
                        -------            -------            -------
                        $46,086            $49,512            $74,610
                        =======            =======            =======

</TABLE>












































<PAGE> 56

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

     None





















































<PAGE> 57
PART III

Item 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information concerning the Company's directors is incorporated by reference 
from the information contained in the Section entitled "Election of Directors"
and "Compliance with Section 16(a) of the Securities Exchange Act of 1934" in 
the Company's definitive Proxy Statement for the Company's 1997 Annual 
Meeting of Stockholders to be filed within 120 days after December 28, 1996, 
the close of its fiscal year ("Proxy Statement").  Information concerning the 
executive officers of the Company is set forth in Part I of this Form 10-K.

Item 11.
EXECUTIVE COMPENSATION

Information required by this Item is incorporated by reference from the 
Section entitled "Executive Compensation," contained in the Proxy Statement.


Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information required by this Item is incorporated by reference from the 
Section entitled "Security Ownership of Certain Beneficial Owners and 
Management" contained in the Proxy Statement.


Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required by this Item is incorporated by reference from the 
Section entitled "Certain Transactions" contained in the Proxy Statement.


























<PAGE> 58
PART IV

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

(a)	1.   Financial Statements

The following consolidated financial statements of Exabyte Corporation and 
Subsidiaries are included in Part II, Item 8.

Consolidated Financial Statements as of December 28, 1996 and December 30,
1995 and for each of the three fiscal years in the period ended 
December 28, 1996.
***

                                                                     Page
                                                                     -----
Report of Independent Accountants...............................      38

Consolidated Balance Sheets.....................................      39

Consolidated Statements of Operations...........................      40

Consolidated Statements of Changes in Stockholders' Equity......      41

Consolidated Statements of Cash Flows...........................      42-43

Notes to Consolidated Financial Statements......................      44-55


(a)	2.   Financial Statement Schedules

Schedules-Years ended December 28, 1996, December 30, 1995 and 
December 31, 1994

VIII     -Valuation and Qualifying Accounts and Reserves.......       62



All other schedules are omitted because they are inapplicable, not required 
under the instructions, or the information is included in the financial 
statements or notes thereto.

















<PAGE> 59
(a)       3.       Exhibit Index

     Exhibit
      Number       Description
------------------------------

         3.1       Restated Certificate of Incorporation. (1)
         3.2       Certificate of Determination of Preference of Series 
                   A Junior Participating Preferred Stock. (2)
         3.3       By-laws of the Company, as amended.(14)
      **10.1       Incentive Stock Plan, as amended and restated on 
                   February 4, 1995. (16)
      **10.2       Stock Option Agreements used in connection with the 
                   Incentive Stock Plan. (3)
      **10.3       1990 Employee Stock Purchase Plan. (3)
      **10.4       Employee Stock Purchase Plan Offering used in 
                   connection with the 1990 Employee Stock Purchase 
                   Plan. (3)
      **10.5       Form of participation agreement used in connection 
                   with the 1990 Employee Stock Purchase Plan. (3)
        10.6       Agreement for the sale and transfer of all shares in 
                   Grundig Data Scanner GmbH dated September 13, 1994. (13)
        10.7       Form of Indemnity Agreement entered into by the Company 
                   with each director and executive officer of the Company.  
                   (15)
        10.8       8mm Mechanical Components Supply Agreement, dated April 1, 
                   1990, among Sony Corporation, the Company and Nihon Exabyte
                   Corporation. (5)
        10.9       First Amendment, 8mm Mechanical Components Supply 
                   Agreement, dated July 9, 1992, among Sony Corporation, 
                   the Company  and Nihon Exabyte Corporation. (11)
        10.10      Agreement, dated November 8, 1990, between Sony 
                   Corporation and the Company.(6)
        10.11      Lease Agreement, dated December 1, 1989, between the 
                   Company and Eastpark Associates. (4)
        10.12      First and Second Addenda, dated May and July 16, 1990 
                   respectively, to the Lease Agreement, dated December 1, 
                   1989, between the Company and Eastpark Associates. (5)
        10.13      Lease Agreement, dated July 2, 1990, between the Company 
                   and SBR Investments. (5)
        10.14      Lease Agreement, dated July 2, 1990, between the Company 
                   and The First National Bank in Boulder, Trustee for the 
                   Barrell Family Trust and Frank R. Drexel. (5)
        10.15      Lease Agreement, dated December 9, 1991, between the 
                   Company and Eastpark Technology Center, Ltd. (7)
        10.16      Option Contract, dated December 9, 1991, between the 
                   Company and Eastpark Technology Center, Ltd. (7)
        10.17      Lease Agreement, dated May 8, 1992, between the Company 
                   and Eastpark Associates, Ltd. (8)
      **10.18      1997 Officer Bonus Plan.
        10.19      Rights Agreement, dated January 24, 1991, between the 
                   Company and The First National Bank of Boston, as Rights 
                   Agent. (2)
        10.20      Amendment to the Rights Agreement, dated August 4, 1995, 
                   between the Company and The First National Bank of Boston 
                   as Rights Agent. (14)
        10.21      Vail/Steamboat 8mm Mechanical Components Supply Agreement, 
                   dated January 1, 1992, among Sony Corporation, Nihon 
                   Exabyte Corporation and the Company. (9)
 <PAGE> 60
        10.22      First Amendment of Vail/Steamboat 8mm Mechanical Components
                   Supply Agreement, dated April 1, 1994. (15)
        10.23      Agreement and Plan of Reorganization By and Among Exabyte 
                   Corporation, EXB Merger Corporation, and R-Byte, Inc. (10)
        10.24      Asset Purchase Agreement dated February 19, 1993 By 
                   and Among Exabyte Corporation, Exabyte Acquisition 
                   Subsidiary Corporation and Everex Systems, Inc.  (11)
        10.25      Asset Purchase Agreement dated February 12, 1993 By and 
                   Among Exabyte Corporation, Tallgrass Corporation, a 
                   Delaware corporation, and Tallgrass Technologies 
                   Corporation, a Kansas corporation.  (11)
        10.26      8mm Mechanical Components Purchase Agreement, dated
                   February 22, 1995, among Hitachi Ltd. Electronic Sales 
                   Office, the Company and Nihon Exabyte Corporation.
        10.27      8mm Mechanical Components Purchase Agreement, dated
                   December 11, 1996, among Hitachi Ltd. Electronic Sales 
                   Office, the Company and Nihon Exabyte Corporation.
        21.1       List of Subsidiaries.
        23.0       Consent of Price Waterhouse LLP.

        **         Indicates management contracts or compensation plans or 
                   arrangements filed pursuant to Item 601(b)(10) of
                   Regulation S-K. 

==============                        
(1)     Filed as an Exhibit to the Company's Registration Statement on Form 
        S-1 (Registration No. 33-30941) filed with the Securities and 
        Exchange Commission (the "SEC") on September 8, 1989 or Amendments 
        Nos. 1 and 2 thereto (filed on October 12, 1989 and October 16, 1989 
        respectively), and incorporated herein by reference.

(2)     Filed as an Exhibit to the Company's Report on Form 8-K, as filed 
        with the SEC on January 26, 1991 and incorporated herein by reference.

(3)     Filed as an Exhibit to the Company's Registration Statement on Form 
        S-8 (Registration No. 33-33414), as filed with the SEC on February 9, 
        1990 and incorporated herein by reference.

(4)     Filed as an Exhibit to the Company's 1989 Annual Report on Form 10-K, 
        as filed with the SEC on March 27, 1990 and incorporated herein by 
        reference.

(5)     Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, 
        as filed with the SEC on November 9, 1990 and incorporated herein 
        by reference.

(6)     Filed as an Exhibit to the Company's 1990 Annual Report on Form 10-K, 
        as filed with the SEC on February 27, 1991 and incorporated herein 
        by reference.

(7)     Filed as an Exhibit to the Company's 1991 Annual Report on Form 10-K, 
        as filed with the SEC on March 6, 1992 and incorporated herein by 
        reference.

(8)     Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, 
        as filed with the SEC on May 9, 1992 and incorporated herein by 
        reference.


<PAGE> 61
(9)     Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, 
        as filed with the SEC on August 11, 1992 and incorporated herein by 
        reference.

(10)    Filed as an Exhibit to the Company's Report on Form 8-K, as filed 
        with the SEC on October 15, 1992 and incorporated herein by reference.

(11)    Filed as an Exhibit to the Company's 1992 Annual Report on Form 10-K, 
        as filed with the SEC on March 24, 1993 and incorporated herein by 
        reference.

(12)    Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, 
        as filed with the SEC on November 17, 1994 and incorporated herein 
        by reference.

(13)    Filed as an Exhibit to the Company's Report on Form 8-K, as filed 
        with the SEC on August 23, 1995 and incorporated herein by reference.

(14)    Filed as an Exhibit to the Company's 1994 Annual Report on Form 10-K, 
        filed with the SEC on March 17, 1995 and revised and filed on 
        March 24, 1995, incorporated herein by reference.

(15)    Filed as an Exhibit to the Company's Report on Form S-8 (Registration 
        No. 33-64591), as filed with the SEC on November 27, 1995 and 
        incorporated herein by reference.

(16)    Filed as an Exhibit to the Company's Report on Form S-8, as filed with
        the SEC on July 31, 1996 and incorporated herein by reference.


(b)     Reports on Form 8-K

        No report on Form 8-K was filed during the fiscal quarter ended 
        December 28, 1996.

























<PAGE> 62
EXABYTE CORPORATION AND SUBSIDIARIES
Schedule VIII - Valuation and Qualifying Accounts and Reserves
(In thousands)
<TABLE>
<CAPTION>

     Col. A                           Col. B         Col. C       Col. D          Col. E         Col. F 
-----------------                    ------------   --------    ------------     ---------     ----------
                                      Balance       Charged
                                      at            to           Charged                         Balance
                                      Beginning     Costs        to                              at End
                                      of            and          Other                           of
Description                           Period        Expenses     Accounts        Deduction       Period
-----------------                    ------------   --------    ------------     ---------     ----------
<S>                                      <C>        <C>           <C>            <C>             <C>
Year Ended December 31, 1994:
  Allowance for doubtful accounts.....   $  835     $    36       $    --        $    152  (1)   $ 1,023
  
  Reserves for sales programs.........    1,423          --         5,406          (3,398) (2)     3,431

  Inventory valuation reserves........    1,400       3,938            --          (2,578) (4)     2,760

  Deferred tax valuation allowance....    2,650          --            --          (2,650) (3)        --
                                         ------     -------       -------        --------        -------
                                         $6,308     $ 3,974       $ 5,406        $ (8,474)       $ 7,214
                                         ======     =======       =======        ========        =======  
Year Ended December 30, 1995:
  Allowance for doubtful accounts.....   $1,023     $    88       $    --        $   (263) (1)   $   848
  
  Reserves for sales programs.........    3,431          --         8,635          (6,082) (2)     5,984
  
  Inventory valuation reserves........    2,760      34,269            --         (25,647) (4)    11,382
                                         ------     -------       -------         -------        -------
                                         $7,214     $34,357       $ 8,635        $(31,992)       $18,214
                                         ======     =======       =======        ========        =======  

Year Ended December 28, 1996:
  Allowance for doubtful accounts.....  $   848     $    39       $    --        $    632  (1)   $ 1,519
  
  Reserves for sales programs.........    5,984          --        11,121         (11,309) (2)     5,796

  Inventory valuation reserves........   11,382       2,495            --          (5,927) (4)     7,950
                                         ------     -------       -------        --------        -------
                                        $18,214     $ 2,534       $11,121        $(16,604)       $15,265
                                        =======     =======       =======        ========        =======  

</TABLE>
(1) Accounts written off, net of recoveries.
(2) Net credits issued to customers for sales programs.
(3) Reduction in income tax expense related to the liquidation of R-Byte.
(4) Use of inventory reserves against inventory.








<PAGE> 63
SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of Boulder, State of Colorado, on March 20, 1997.

EXABYTE CORPORATION



                     By:      /s/ William L. Marriner 
                              -----------------------	
                              William  L. Marriner
                     Title:   President (acting) and 
                              Chief Executive Officer (acting)


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints Peter D. Behrendt and William L. Marriner, and 
each of them, as his true and lawful attorneys-in-fact and agents, with full 
power of substitution and resubstitution, for him and in his name, place, and 
stead, in any and all capacities, to sign any and all amendments to this 
report, and to file the same, with all exhibits thereto, and other documents 
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and 
authority to do and perform each and every act and thing requisite and 
necessary to be done in connection therewith, as fully to all intents and 
purposes as he might or could do in person, hereby ratifying and confirming 
all that said attorneys-in-fact and agents, or any of them, or their or his 
substitute or substitutes, may lawfully do or cause to be done by virtue 
hereof.

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


/s/ Peter D. Behrendt         Chairman of the Board           March 20, 1997
---------------------
Peter D. Behrendt
                              

/s/ William L. Marriner       President (acting) and Chief    March 20, 1997
-----------------------       Executive Officer (acting)
William L. Marriner           (Principal Executive Officer)
                              Executive Vice President, 
                              Finance & Administration,
                              Chief Financial Officer


/s/ David L. Riegel           Executive Vice President        March 20, 1997
-------------------           and Chief Operating Officer
David L. Riegel


<PAGE> 64



/s/ Bruce M. Holland          Director                       March 20, 1997
--------------------
Bruce M. Holland



/s/ Thomas E. Pardun          Director                       March 20, 1997
---------------------
Thomas E. Pardun



/s/ Mark W. Perry             Director                       March 20, 1997
-----------------
Mark W. Perry



/s/ Ralph Z. Sorenson         Director                       March 20, 1997
---------------------
Ralph Z. Sorenson



/s/ Thomas G. Washing         Director                       March 20, 1997
---------------------
Thomas G. Washing