SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K/A

(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 29, 2001 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 Number: 0-18033



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





|Delaware                                                       |  | 84-0988566                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|1685 38th Street, Boulder, Colorado                            |  | 80301                               
|(Address of principal executive offices)                       |  | (Zip Code)                          





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

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



|(Title of each class) |  | (Name of each exchange on which registered)
|--------------------- |  | -------------------------------------------
|N/A                   |  | N/A                                        

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 6, 2002 was $12,862,802 based on the closing sale price on such date(a). The aggregate number of shares of common stock outstanding on March 6, 2002 was 33,335,601.





PART IV

Item 14.

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

(a)3. Exhibit Index

|Exhibit Number | Description                                                                                                                                                                                                  
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1            | Agreement and Plan of Merger among Exabyte Corporation, Bronco Acquisition, Inc., Ecrix Corporation, Certain Lenders, and Certain Investors, Dated as of August 22, 2001 (11)                                
|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. (11)                                                                                                                                                                     
|3.4            | Certificate of Designation of Series G Convertible Preferred Stock (10)                                                                                                                                      
|3.5            | Certificate of Designation of Series H Convertible Preferred Stock                                                                                                                                           
|4.1            | Article 4 of the Restated Certificate of Incorporation (included in Exhibit 3.1) (11)                                                                                                                        
|4.2            | Article 1 of the By-laws of Exabyte Corporation, as amended (included in Exhibit 3) (11)                                                                                                                     
|4.3            | Specimen stock certificate of Exabyte (11)                                                                                                                                                                   
|**10.1         | Incentive Stock Plan, as amended and restated on January 16, 1997. (5)                                                                                                                                       
|**10.2         | Stock Option Agreement used in connection with the Incentive Stock Plan. (8)                                                                                                                                 
|**10.3         | 1990 Employee Stock Purchase Plan. (4)                                                                                                                                                                       
|**10.4         | Employee Stock Purchase Plan Offering used in connection with the 1990 Employee Stock Purchase Plan. (7)                                                                                                     
|**10.5         | Form of participation agreement used in connection with the 1990 Employee Stock Purchase Plan. (3)                                                                                                           
|**10.6         | 1997 Non-officer Stock Option Plan, as amended and restated on January 19, 2001. (7)                                                                                                                         
|**10.7         | Stock Option Agreement used in connection with the 1997 Non- Officer Stock Option Plan. (7)                                                                                                                  
|10.9           | Form of Indemnity Agreement entered into by the Company with each director and executive officer of the Company. (10)                                                                                        
|**10.10        | Form of Severance Agreement entered into among the Company and its executive officers (11)                                                                                                                   
|**10.11        | 2002 Officer Bonus Plan.                                                                                                                                                                                     
|10.12          | Development Agreement, dated March 1, 2001, among Hitachi Digital Media Products Division of Hitachi, Ltd. and Exabyte Corporation. (10)                                                                     
|*10.13         | Manufacturing and Purchase Agreement, dated March 1, 2001, among Nihon Exabyte Corporation and Exabyte Corporation. (10)                                                                                     
|10.14          | 8mm Mechanical Components Purchase Agreement, dated December 11, 1996, among Hitachi Ltd. Electronic Sales Office, Exabyte Corporation and Nihon Exabyte Corporation. (6)                                    
|10.15          | Exabyte Purchase Agreement between the Company and Singapore Shinei Sangyo PTE., Ltd., dated February 3, 1999 (11)                                                                                           
|10.16          | Amendment #A01 to Purchase Agreement between the Company and Singapore Shinei Sangyo, dated January 24, 2001 (11)                                                                                            
|10.17          | Supplier Managed Inventory Agreement between the Company and Singapore Shinei Sangyo, dated January 24, 2001 (11)                                                                                            
|Exhibit Number | Description                                                                                                                                                                                                  
|10.18          | Technology Transfer and License Agreement between AIWA Co. Ltd. and Ecrix Corporation, dated September 18, 2001.                                                                                             
|*10.19         | Corporate Purchase Agreement between Compaq Computer Corporation and its Affiliates and Ecrix Corporation, dated October 1, 2001.                                                                            
|10.20          | Technology and Manufacturing License Agreement, between the Company and Plasmon LMS, Inc., dated September 27, 2001.                                                                                         
|10.21          | Lease Agreement between Industrial Housing Company LLC and Ecrix Corporation, dated December 14, 1998, as amended (11)                                                                                       
|10.22          | Lease Agreement between Cottonwood Farms Ltd. and Ecrix Corporation, dated September 7, 1999, as amended (11)                                                                                                
|10.23          | Amendment to Lease between Cottonwood Land and Farms, Ltd. and Ecrix Corporation, dated April 15, 2000 (11)                                                                                                  
|10.24          | Lease between Boulder Walnut LLC and Exabyte Corporation, dated October 1, 1999 (11)                                                                                                                         
|10.25          | Lease between Eastpark Associates, Ltd. and Exabyte Corporation, dated May 8, 1992 (11)                                                                                                                      
|10.26          | Lease between Boulder 38(th) LLC and Exabyte Corporation, dated October 1, 1999 (11)                                                                                                                         
|10.27          | Lease between Eastpark Technology Center, Ltd. and Exabyte Corporation, dated December 9, 1991 (11)                                                                                                          
|10.28          | Exabyte Share Purchase Agreement, dated as of April 12, 2001, among the Company and State of Wisconsin Investment Board. (10)                                                                                
|10.29          | Loan and Security Agreement, dated as of May 16, 2000 (Line of Credit"), between Exabyte and Congress Financial Corporation (Southwest), a subsidiary of First Union National Bank ("Congress Financial") (9)
|10.30          | First Amendment to Loan and Security Agreement between Exabyte Corporation and Congress Financial, dated as of September 29, 2000 (12)                                                                       
|10.31          | Second Amendment to the Line of Credit, between the Company and Congress Financial Corporation, a subsidiary of First Union National Bank, dated February 7, 2001. (10)                                      
|10.32          | Third Amendment to Loan and Security Agreement, Waiver and Consent, between Exabyte Corporation and Congress Financial dated August 22, 2001 (11)                                                            
|10.33          | Fourth Amendment to Loan and Security Agreement, between the Company and Congress Financial Corporation, a subsidiary of First Union National Bank, dated November 9, 2001.                                  
|21.1           | List of Subsidiaries.                                                                                                                                                                                        
|23.1           | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                       
|24.1           | Power of Attorney. Reference is made to the signature page.                                                                                                                                                  

*  Certain portions of this exhibit have been omitted pending a determination on a request for confidential treatment thereof by the Company.

**  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 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 Report on Form S-8 (Registration No. 333-09279), as filed with the SEC on July 31, 1996 and incorporated herein by reference.                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                               
|(5)  | Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, filed with the SEC on November 12, 1997 and incorporated herein by reference.                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                               
|(6)  | Filed as an Exhibit to the Company's Annual Report on Form 10-K, filed with the SEC on March 19, 1997, and incorporated herein by reference.                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                               
|(7)  | Filed as an Exhibit to the Company's Report on Form S-8 (Registration No. 333-73011), as filed with the SEC on March 1, 2000 and incorporated herein by reference.                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                               
|(8)  | Filed as an Exhibit to the Company's Annual Report on Form 10-K, filed with the SEC on March 25, 1998, and incorporated herein by reference.                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                               
|(9)  | Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, filed with the SEC on May 16, 2000 and incorporated herein by reference.                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                               
|(10) | Filed as an Exhibit to the Company's Annual Report on Form 10-K, filed with the SEC on April 12, 2001, and incorporated herein by reference.                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                               
|(11) | Filed as an Exhibit to Amendment No. 1 to the Company's Registration Statement on Form S-4, filed with the SEC on October 5, 2001, and incorporated herein by reference.                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                               
|(12) | Filed as an Exhibit to Amendment No. 2 to the Company's Registration Statement on Form S-4, filed with the SEC on October 9, 2001, and incorporated herein by reference.                                                                                                                                                      





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 August 2, 2002.

EXABYTE CORPORATION



|By:    | /s/ Craig G. Lamborn                                                                
|------ | ------------------------------------------------------------------------------------
|       | Craig G. Lamborn                                                                    
|       |                                                                                     
|Title: | Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)



POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Craig G. Lamborn and Stephen F. Smith, 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/ Juan A. Rodriguez          | Interim President and Chief                     | August 2, 2002
|------------------------------ | ----------------------------------------------- | --------------
|Juan A. Rodriguez              | Executive Officer (Principal Executive Officer) |               
|                               |                                                 |               
|/s/ Craig G. Lamborn           | Vice President, Chief Financial                 | August 2, 2002
|Craig G. Lamborn               | Officer (Principal Financial and                |               
|                               | Accounting Officer)                             |               
|                               |                                                 |               
|/s/ Stephen F. Smith           | Vice President, General Counsel                 | August 2, 2002
|Stephen F. Smith               | and Secretary                                   |               
|                               |                                                 |               
|/s/ William J. Almon, Sr.      | Director                                        | August 2, 2002
|William J. Almon, Sr.          |                                                 |               
|                               |                                                 |               
|/s/ Peter D. Behrendt          | Director                                        | August 2, 2002
|Peter D. Behrendt              |                                                 |               
|                               |                                                 |               
|/s/ A. Laurence Jones          | Director                                        | August 2, 2002
|A. Laurence Jones              |                                                 |               
|                               |                                                 |               
|/s/ Thomas E. Pardun           | Director                                        | August 2, 2002
|Thomas E. Pardun               |                                                 |               
|                               |                                                 |               
|/s/ G. Jackson Tankersley, Jr. | Director                                        | August 2, 2002
|G. Jackson Tankersley, Jr.     |                                                 |