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                SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                                10-K

         Annual Report Pursuant to Section 13 of Section 15(d)
               of the Securities Exchange Act of 1934

                For the year ended December 30, 1995
                   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(g) of the Act:
                  Common Stock, $.001 Par Value

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 11, 1996 was $248,155,735 based
on the closing sale price on such date(a).  The aggregate number of shares of
Common Stock outstanding on March 11, 1996 was 21,837,911.

Document incorporated by reference: Proxy Statement for the Annual Meeting of
Stockholders scheduled to be held April 30, 1996: Part III, Items 10, 11, 12, 
and 13.

(a) Excludes 3,624,646 shares of Common Stock held by directors, executive
officers and stockholders whose ownership exceeds ten percent of the Common
Stock outstanding at March 11, 1996.  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> 2
PART I

Item 1.
BUSINESS

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

Exabyte Corporation ("Exabyte" or the "Company") designs, develops, 
manufactures, markets and services tape subsystems and robotic tape 
libraries for data storage applications.  The Company's early strategy 
was to capitalize on its proprietary adaptation of 8mm helical scan recording 
technology, originally developed by others for video applications, to provide 
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 upon mechanical deck assemblies developed by the Company as well as by 
third parties.  The Company also expanded its helical scan product offerings 
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 quarter-inch linear as well as 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 by 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 and archival 
applications.  As the need for data backup and archival storage increases, 
computer manufacturers, system integrators and value-added resellers require 
a variety of products with varying price, performance, capacity and 
form-factor characteristics.  The Company offers or intends to offer a number 
of products to address a broad range of these requirements.  The Company 
markets its tape subsystems and robotic tape libraries principally to 
Original Equipment Manufacturers ("OEMs"), Value-Added Resellers ("VARs"), 
system integrators and distributors.  Among Exabyte's OEM customers are 
ATT/GIS, Bull S.A., Control Data, Data General, DEC, Hewlett-Packard, IBM, 
Intergraph, Sequent, Siemens Nixdorf, Silicon Graphics, Sun Microsystems and 
Unisys.  Among the Company's distribution customers are Anthem, Arrow, Avnet, 
Consan, Gates/FA, Ingram Micro, Intelligent Electronics, Merisel, Micro Age, 
and Tech Data.  See "Business--Marketing and Customers."

Exabyte was incorporated in June 1985 under the laws of the State of 
Delaware.  In addition to the historical information contained herein, the 
following discussion contains forward-looking statements that involve risks 
and uncertainties.  The Company's actual results could differ materially from 
those discussed or otherwise contemplated in this document.  Factors that 
could cause or contribute to such differences include, but are not limited 
to, those discussed in the section entitled "Risk Factors."

RISK FACTORS
------------

High technology companies, such as Exabyte, are subject to numerous risks 
and uncertainties.  The following risk factors should be carefully considered 
in the evaluation of the Company, its business and its investment value.  
Each and every forward-looking statement by the Company, whether or not 
<PAGE> 3
specifically identified as such in this document or otherwise, shall be 
deemed to be qualified in its entirety by reference to this section.

Product Development; Mammoth
----------------------------

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

A significant portion of the Company's research and development is directed 
toward the introduction of the announced 8mm Mammoth product.  See "Business--
Research and Development."  The announced Mammoth product incorporates a 
mechanical deck assembly under development by the Company.  The Company has 
never before undertaken the design, development or manufacture of an 8mm 
mechanical deck assembly and has experienced delays in its internal schedule 
for the development and manufacture of this announced product. The announced 
Mammoth product requires the successful development, both by the Company and 
by third parties, of a number of critical supporting components.  There can 
be no assurance that the development of the Mammoth product or components by 
either the Company or third parties will be successful or, if successful, 
will be completed on a timely or cost-effective basis.  The Company has had 
only limited experience in the manufacture of mechanical decks and there can 
be no assurance that the Company will be able to manufacture the Mammoth 
product in commercial quantities at a commercially successful cost.  See 
"Business--Manufacturing."  Further, there can be no assurance that the 
manufacture and sale of the announced Mammoth product will not infringe the 
proprietary rights of third parties.  The mechanized deck assembly 
incorporated in the announced Mammoth product is to be produced by the 
Company rather than be purchased from a third party.  As such, the Company 
does not benefit from supplier indemnification with respect to patent or 
other intellectual property infringement.  See "Business--Patent and 
Licensing."  In addition, the introduction of the Mammoth product also 
requires the availability of advanced media from Sony Corporation ("Sony"), 
a current competitor of the Company.  See "Business--Manufacturing" and 
"Business--Competition."  The inability to design, develop, manufacture and 
introduce the Mammoth product on a timely basis at a competitive price would 
have a material adverse effect on the Company's results of operations and 
would also adversely affect the Company's competitive position with respect 
to other product offerings.

Dependence on Key Vendors; Sony
-------------------------------

The Company's ability to maintain cost-effective manufacturing volume depends 
upon uninterrupted access to high quality components in required volumes and 
at competitive prices.  Most of the Company's 8mm mechanical tape decks are 
currently procured from a single source, Sony.  While the Company has 
contracts with Sony for the supply of the 8mm decks, there can be no 

<PAGE> 4
assurance either that the supply of decks will continue or that prices will 
remain at their current levels.  In addition, the Company expects that Sony 
initially will be the sole supplier of advanced media for the Company's 
announced Mammoth product.  See "Business--Manufacturing."  Sony currently 
offers competitive 4mm cartridge tape subsystems and the Company believes 
that Sony could introduce one or more competitive 8mm tape drive subsystems.  
Sony's competitive position may adversely affect the Company's ability to 
procure 8mm mechanical decks and tape media at required volumes and at 
competitive prices. See "Business--Manufacturing--Sony Tape Deck 
Agreements."  While there are other manufacturers of 8mm decks, the 
customization effort required to make these decks suitable 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 ability of the Company to ship its 
products. 

In addition to its dependence on Sony, the Company has engaged other third 
parties, including competitors and potential competitors, in the joint 
development of products or components.  These relationships subject the 
Company to other supply or technology dependencies.  The Company further 
relies upon other sole source vendors for certain critical components, 
including, but not limited to, printed circuit boards, semiconductor circuits 
and read/write heads.  The Company has not executed master purchase 
agreements with many of its sole source vendors and conducts business with 
such vendors on a purchase order basis.  The Company's reliance on these and 
other 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, on 
occasion, experienced problems with the quality of and interruptions in the 
supply of sole source components although, to date, no such quality problem 
or interruption has had a material effect on the Company's results of 
operations.  In the event of yield, quality, delivery or supply problems 
with any of these vendors, the Company could be forced to delay shipments 
of its products, which would have a material adverse effect on the Company's 
results of operations.  See "Business--Manufacturing."

The Company's quarter-inch cartridge drive subsystems incorporate cartridge 
media developed and produced by 3M Corporation.  3M Corporation, owner of the 
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 quarter-inch business depends, in part, upon 
its continued access to and its ability to adapt to change in such 
quarter-inch technology.  See "Business--Research and Development."


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

The tape storage market is highly competitive and the Company expects 
competition in the markets for tape subsystems and libraries to increase.  
Numerous companies are engaged in the research, development and 
commercialization of data storage products, including certain computer 
manufacturers, such as IBM and Hewlett-Packard, that incorporate their own 
tape storage products in their systems.  Competition has in the past resulted 
and is expected in the future to result in price erosion with respect to the 
Company's products.  



<PAGE> 5
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 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 offering has established a significant presence in the 
market targeted by the Company with its announced Mammoth product.  In 
addition, Quantum has announced products, including the announced DLT 7000, 
with announced data storage capacities and transfer rates in excess of the 
Company's current or announced products.  Among the competitors currently 
offering other half-inch cartridge products are Fujitsu, IBM, Overland Data 
and StorageTek.  In addition, other competitors may enter the half-inch 
market in the future.

Additional competition in the tape subsystem market has come from companies 
offering 4mm products using helical scan technology, as well as products 
based on conventional tape technologies that record on parallel tracks, such 
as quarter-inch cartridge tape products.  At the low end of the market, the 
Company's quarter-inch products compete directly with the quarter-inch 
products manufactured by Seagate, Hewlett-Packard, Tandberg, Iomega and Rexon.

The Company'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, Spectra Logic 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.  The Company'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 relatively greater impact on the Company's 
results of operations.  See "Business--Competition."

Some of the Company's current and prospective competitors have significantly 
greater financial, technical, manufacturing and marketing resources than the 
Company.  There can be no assurance that these competitors will not devote 
their significantly greater resources to the aggressive marketing of storage 
products using helical scan, quarter-inch cartridge, half-inch cartridge, 
optical or other technologies.  Sony, one of the Company's key suppliers, is 
also a 4mm competitor to the Company. See "Business--Manufacturing--Sony Tape 
Deck Agreements."

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

The Company's results can fluctuate substantially from quarter to quarter for 
various reasons.  For example, the markets served by the Company 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 significant effect on 
the demand for the Company's products in any given period.  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.  The Company's customers may cancel 
or delay purchase orders for a variety of reasons, including the rescheduling 
of new product introductions, changes in their inventory practices or 
forecasted demand, general economic conditions affecting the computer market, 
new product announcements by the Company or others, quality or reliability 

<PAGE> 6
problems related to the Company's products, or selection of competitive tape 
subsystem manufacturers as alternate sources of supply.  The Company's 
operations have in the past and may 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, the 
Company's ability to forecast sales to distributors and VARs and, increasingly 
to OEMs, is especially limited as such customers typically provide the Company 
with relatively short order lead times.  See "Business--Marketing and 
Customers."

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 incorporating several different technologies sold 
through multiple marketing channels. This transition has placed, and is 
expected to continue to place, a significant strain on the Company's 
management, operational and financial resources.  The Company's ability to 
effectively manage its business transition will require it to continue to 
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 affect the ability of the 
Company to maintain acceptable product quality levels.

The Company continually assesses its product cycles in terms of the timing 
of product introduction and product withdrawals.  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 would result in the loss of 
revenue and earnings contribution from such product line which could have a 
material adverse effect on the Company's results of operations.  The delayed 
withdrawal of an existing product line could result in the Company's 
assumption of excess product inventory which could have a material adverse 
effect on the Company's results of operations.

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

The Company may be unable to manage inventories to levels necessary 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 impact in its results of operations.  The Company's results 
of operations for the third quarter of 1995 included a series of special 
charges, aggregating $23 million after tax or $1.04 per share for the year, 
reflecting the write-down of 4mm, quarter-inch and end-of-life 8mm full-high 
inventories, the establishment of reserves to cover certain obligations 
including vendor commitments, and goodwill write-offs.  Further, the Company 
has experienced in the past certain quality and reliability problems with 
respect to certain of its products and may experience other such quality and 
reliability problems with respect to these and other products in the future.  
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 effect on the Company's results of operations.  See 
"Business--Business Strategy and Products."


<PAGE> 7
Replacement of Information Systems
----------------------------------

The Company plans to replace its information and business systems during the 
second quarter of 1996 to more effectively address the complexities of the 
Company's business.  The Company has experienced certain delays in this 
effort in the past and there can be no assurance that it will successfully 
accomplish such implementation in the future.  The failure to successfully 
accomplish the replacement of these systems in a timely manner or any failure 
otherwise to achieve the necessary levels of information and business system 
support could have an immediate and material adverse effect on the Company 
and its results of operations.

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 in the past and are likely in some future quarter to be below 
the expectations of investors and market analysts.  A shortfall in the 
Company's operating results relative to analyst or investor expectations 
could have an immediate and significant impact on the market price of the 
Company's Common Stock.  Other factors 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 could have an immediate and significant impact on the market 
price of the Company's Common Stock.

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

During 1995, IBM accounted for 15% of the Company's sales and the Company's 
three largest customers accounted for an aggregate of 31% 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."

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

Because many of the Company's key components, as well as certain of the 
Company's products, are currently or will be manufactured in Japan, Germany, 
The Netherlands, 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, with the 
purchase of such subassemblies and components denominated in yen or another 
foreign currency.  The Company enters into foreign currency forward contracts 
which it uses to hedge the purchase of certain inventory components from 
Japanese or other overseas suppliers.  See Note 1 of Notes to the 
Consolidated Financial Statements.  The Company may additionally enter into 
contractual arrangements with its overseas suppliers providing the Company 


<PAGE> 8
with some limited sharing with such suppliers of foreign exchange rate 
risks.  The Company's international procurement 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 from another 
country could have a material adverse effect on the Company's results of 
operations. In addition, 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.

Risks Related to Foreign Sales
------------------------------
 
Direct international sales accounted for approximately 31% of sales in 1995 
and the Company currently expects that direct international sales will 
continue to represent a significant portion of the Company's revenue.  In 
addition, many of the Company's domestic customers ship a significant portion 
of products purchased from the Company to their customers overseas.  
Currently, a 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 affect the volume of sales denominated in U.S. dollars to 
overseas customers as such an exchange rate movement 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.  The Company's international sales must be 
licensed by the Office of Export Administration of the U.S. Department of 
Commerce.  To date, the Company has experienced no material difficulties in 
obtaining export licenses.

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

The functional currency applicable to the Company's subsidiaries located in 
Scotland, Germany, Japan and other foreign countries is the U.S. dollar.  See 
Note 1 to the Company's Consolidated Financial Statements.  As a result, the 
translation of the local currency assets and liabilities of such subsidiaries 
will be affected by foreign exchange rate movement 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.

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 the proprietary rights of third parties or seeking indemnification 
against such infringement.  There can be no assurance that any of these 
claims will not result in protracted and costly litigation.  While it may be 
necessary or desirable in the future to obtain licenses relating to one or 
more of its products or relating to current or future technologies, there can 
be no assurance that the Company will be able to do so on commercially 


<PAGE> 9
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 quarter-inch drive 
subsystems as well as components for a number of its products.  The 
manufacture of the Company's products by third parties may impair the 
Company's ability to establish and maintain adequate product manufacturing 
design standards or otherwise to achieve necessary product quality levels.  
The risks associated with the transfer of product manufacturing to third 
parties are particularly pronounced in the early stages of the manufacture of 
the product and may subject the Company to additional risks.  A number of the 
Company's third party manufacturing programs involve such early-stage 
manufacturing.  See "Business--Manufacturing."

The manufacture of the Company's products by third parties 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, any such 
manufacturers may develop process technology related to the manufacture of 
the Company's products which it owns independently or jointly with the 
Company, which would increase the Company's reliance on such manufacturers or 
require the Company to obtain a license from such manufacturers in order to 
have its products manufactured.  There can be no assurance that such 
licenses, if required, would be available on terms acceptable to the Company, 
if available at all.  See "Business--Patents and Licenses."

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

The Company has taken a number of actions which could have the effect of 
deterring a hostile takeover or otherwise delaying or preventing a change 
in control that might result in payment to the Company's stockholders of a 
premium for their shares or that might otherwise be beneficial to 
stockholders.  The Company has adopted a stockholder rights plan which 
could cause substantial dilution to a person who attempts to acquire the 
Company on terms not approved by the Company's Board of Directors.  In 
addition, the Company's Restated Certificate of Incorporation and By-laws 
contain provisions which may have the effect of delaying or preventing a 
change in control.  These provisions include:  (i) the classification of the 
Board of Directors;  (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 
of Directors may increase the authorized number of directors; and  (vi) the 
requirement that special meetings of stockholders may be called only by the 
Chairman, President or majority of directors.



<PAGE> 10
Effective January 26, 1996, the Compensation Committee approved and the Board 
of Directors adopted a severance compensation program ("Severance Program") 
under which officers and other specified employees of the Company would 
receive certain severance payments in the event their employment with the 
Company were terminated within one year after certain changes in control of 
the Company.  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 control, and (ii) the position level of 
such terminated officer or employee.  The Severance Program further provides, 
in certain circumstances, for the acceleration of the vesting of outstanding 
and unexercised stock options held by the affected officer or employee.

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

A large number of companies and company directors and officers in the high 
technology industry have been subjected to suits in the form of class and 
derivative actions filed in federal and state courts, generally alleging that 
the defendants failed to adequately disclose certain risks.  The Company's 
results of operations may 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 current belief there are no current or 
pending actions against the Company.

INDUSTRY BACKGROUND
-------------------

Advances in microprocessor technology have resulted in the development of 
compact, powerful and low-cost computers such as workstations, midrange 
computer systems, networks and personal computers.  These advances, together 
with the increasing complexity of application software, the expanding size of 
databases and the shift in the nature of data stored from text to images, 
graphics and other storage-intensive applications, have driven the demand for 
high-end disk drives with greater "on-line" storage capacity.  Because 
critical data stored on disk drives can be lost for many reasons, including 
hardware failure and human error, convenient and timely access to backup data 
has become essential.  Magnetic tape subsystems have evolved as the preferred 
method for backup primarily because the media is inexpensive and may be 
easily removed and stored.

Prior to the introduction in 1987 of the Company's initial 8mm product, tape 
technology and alternate forms of backup had not kept pace with the growth 
in disk drive capacity.  As a result, computer users had to back up their 
files with smaller capacity tape subsystems which took hours to record or 
restore data, requiring attended operation to change the cartridges or 
reels.  With the trends toward larger networks, smaller computers, more 
storage-intensive applications and high capacity disk drives, demand 
increased for larger storage capacities, smaller form factors, higher 
reliability and greater speed.

Exabyte adapted 8mm helical scan technology, initially developed for video 
applications, to address the need for high-capacity data storage and high 
data transfer rates.  The Company subsequently introduced 4mm helical scan 
cartridge subsystems, which it discontinued in early 1996, and quarter-inch 
linear tape subsystems to offer various price performance options.

<PAGE> 11
BUSINESS STRATEGY AND 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 and archival 
applications.  As the need for data backup and archival storage increases, 
computer manufacturers, system integrators and value-added resellers are 
requiring a variety of products which vary as to price, performance, capacity 
and form-factor characteristics.  The Company's strategy is to offer a number 
of products to address a broad range of these requirements. 

Exabyte's family of 8mm drive subsystems, with capacities ranging from 5 
gigabytes to 14 gigabytes for current products (and up to 40 gigabytes with 
data compression for the announced Mammoth product), addresses a portion of 
the higher end of the market, the remainder of which is largely served by 
half-inch linear tape subsystems produced by others.  The Company also offers 
the quarter-inch linear tape subsystem based upon the DC-2000 minicartridge 
and Travan(TM) technologies, to address a portion of the lower end of the 
market.  There can be no assurance that any announced products referred to 
above will be successfully developed, made commercially available on a timely 
basis or achieve market acceptance.  See "Business--Business Strategy and 
Products--Tape Subsystem Products--Announced Products."

The Company offers various robotic libraries which incorporate its 8mm drive 
subsystems to extend the capacity of these products.  Exabyte's strategy also 
includes the development of 4mm-based robotic libraries for use in 
conjunction with 4mm drive subsystems previously offered by the Company or 
offered by others.  The Company also offers consumables, including media and 
cleaning cartridges, and provides service for its product lines.

Tape Subsystem Products
-----------------------

Current Products

The primary factors distinguishing the Company's tape subsystem product 
offerings from one another are base technology, form factor, data capacity, 
data transfer rate, and inclusion of the data compression feature.  The 8mm 
subsystems are based upon helical scan technology.  The Company's 
quarter-inch product incorporates linear DC-2000 and Travan(TM) minicartridge 
tape subsystem technology.  Form factor refers to the physical size of the 
device with respect to the industry standard formats: 5 1/4" Half-High or 
3 1/2" form factors.  The data capacity refers to the total amount of data 
which may be stored on a single media cartridge.  The data transfer rate 
refers to the speed at which the data may be transferred to or from the 
subsystem.  Both data capacity and transfer rate are affected by the successful 
application of data compression.  The Company's 8mm data compression is 
accomplished by incorporating the Improved Data Recording Capabilities 
(IDRC), a 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.






 <PAGE> 12
                                                                   Transfer
Product      Media       Technology   Form Factor   Capacity (GB)  Rate (kB/s)

EXB-8205XL    8mm        Helical Scan    5 1/4" HH    3.5/7.0*      250/500*
EXB-8505XL    8mm        Helical Scan    5 1/4" HH    7.0/14.0*     500/1,000*
EXB-8700      8mm        Helical Scan    5 1/4" HH    7.0/14.0*     500/1,000*
Eagle '96  Quarter-Inch    DC-2000       3 1/2" HH    .68/1.36*     158/316*
Eagle TR-3 Quarter-Inch    Travan(TM)    3 1/2"       1.6/3.2*      158/316*

HH--    Half-High
* --    Denotes that the number is with the application of data compression.

The Company also offers stand-alone versions of certain of the above 8mm 
products.  Each such 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.

Cartridge tape subsystems together accounted for 70%, 78% and 79% of revenue 
in 1995, 1994 and 1993, respectively, and represented, by category, the 
following percentages of revenue:


                                1995             1994             1993
                                ----             ----             ----

Full-High 8mm                     4%              19%              46%		
Half-High 8mm                    52%              47%              24%	
Stand-Alone 8mm                   6%               6%               6%	
4mm                               6%               5%               2%	
Quarter-Inch                      2%               1%               1%	

Total Tape Subsystems            70%              78%              79%	

Announced Products

The Company has announced the following new tape subsystem product:

     Mammoth

     The Company has announced the Mammoth product, the next generation 5 1/4" 
     half-high 8mm tape subsystem, with an announced uncompressed capacity 
     of 20 gigabytes and a transfer rate of three megabytes per second.  The 
     announced Mammoth capacity and transfer rate will, typically, double 
     with the successful application of data compression.  Mammoth is 
     targeted for application in the high-end workstation, midrange systems, 
     network server and mainframe markets.  The Company currently expects to 
     commence commercial shipment of the Mammoth product in the first half  
     of 1996.  The introduction of the Mammoth product has been subject to 
     previous delays which has had an adverse effect on the Company's 
     business and competitive position. There can be no assurance that the 
     Company will succeed in meeting this schedule or that the product will 
     achieve market acceptance.  In particular, the successful introduction 
     of the Mammoth product is dependent upon the Company's ability to 
     successfully manufacture its own deck mechanism and other subsystem 
     components as well as the availability of advanced media.  See 
     "Business--Research and Development" and "Business--Manufacturing."  
     Any additional delay in the commercial availability of Mammoth would 
<PAGE> 13
     have a material adverse effect on the Company's result of operations and 
     would adversely affect the Company's competitive position with respect 
     to other product offerings.

Libraries
---------

     Current Library Products

     The Company offers a family of library subsystems which automate 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 as well as the number of tape media 
     cartridges which may be incorporated in the library.  The EXB-218 and 
     the EXB-018 are the Company's 4mm tape library offerings designed to 
     incorporate, respectively, the 4mm tape drive subsystems previously 
     offered by the Company and those offered by others.

   Product                              Drive        Max. #         Max. #
   ("EXB-")         Technology       Form Factor   of Drives    of Cartridges
   --------         ----------       -----------   ---------     -------------

      210               8mm            5 1/4" HH         2              10
      440               8mm            5 1/4" HH         4              40
      480               8mm            5 1/4" HH         4              80
      10h               8mm            5 1/4" HH         1              10
    218/018             4mm            3 1/2"            2              18

________________

HH -- Half-High

Library products together accounted for 16%, 11% and 7% of revenue in 1995, 
1994 and 1993, respectively.


     Announced Library Products

     Certain of the Company's library products are designed to be upgradeable 
     to incorporate the announced Mammoth 8mm tape drive.  The announced 
     EXB-480 8mm library is designed to incorporate up to four of the 
     Company's announced Mammoth subsystems and 80 media cartridges.  The 
     Company anticipates commercial availability of the libraries 
     incorporating the Mammoth drive in the second quarter of 1996, although 
     there can be no assurance that the Company will succeed in meeting this 
     schedule or that the products will achieve market acceptance.

The Company's library product offerings 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 relatively greater impact on the Company's 
results of operations. 

Exabyte periodically evaluates its current and announced products in terms 
of the changing needs of the market for such products.  There can be no 
assurance that such evaluation will not result in the determination by the 
Company to discontinue the offer of any current or announced product.  The 
<PAGE> 14
Company discontinued in February 1996 the production of 4mm cartridge tape 
subsystems.  The discontinuance of one or more current or announced products 
may result in the write-off of inventory, tooling, and other assets 
associated with such discontinued products and such write-off could have a 
material adverse effect on the Company's results of operations.

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

The Company distributes 8mm, 4mm and quarter-inch 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 9%, 8% and 8% of sales in 1995, 1994 and 1993, respectively.

Service
-------

The Company provides repair services domestically at its headquarters in 
Boulder, Colorado and in Europe at its facility in Scotland.  Service 
accounted for approximately 4% in each of 1995, 1994 and 1993.  Customer 
service may also be provided by certain third party depots under contract 
with the Company.

MARKETING AND CUSTOMERS
-----------------------

The Company markets its tape subsystems principally to OEMs, VARs, system 
integrators, distributors and resellers.  The Company's initial sales of new 
products are often made directly through its own sales force and through 
distributors to VARs and system integrators, 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.

VARs and system integrators 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, to 
provide a more cost-effective tape backup solution.  Some VARs 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.  System 
integrators 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 VARs and system integrators accounted 
for approximately 14%, 22% and 33% of sales in 1995, 1994 and 1993, 
respectively.

The Company's OEM customers incorporate the Company's drives as part of their 
system offerings.  The Company often works with OEMs early in the product 
development cycle in order to have its tape subsystems designed into their 
computing systems.  The sales cycle for OEM customers involves extensive 
product and system evaluation and integration and typically ranges from 6 to 
18 months.  An OEM sales cycle typically consists of general evaluation of 
the technology, qualification of the product specification, verification of 
product compliance with product specification, 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 


<PAGE> 15
development cycle and introduction to the OEMs' new systems.  Sales of all 
products to OEMs represented 42%, 40% and 41% of sales in 1995, 1994 and 
1993, respectively.

The Company also markets its products through a number of distributors to 
OEMs, VARs, system integrators 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 differing 
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.  In 1993, the Company acquired 
the assets and business of the former Tallgrass Technologies Corporation to 
further the Company's effort to expand its distribution network.  Sales to 
distributors accounted for approximately 40%, 35% and 24% of sales in 1995, 
1994 and 1993, respectively.

The Company markets its products overseas directly to OEMs and VARs and 
through distributors to VARs, system integrators 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.  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 of the Company's products.  See 
"Business--Manufacturing."  Several of the Company's independent overseas 
distributors provide repair services directly or through their affiliates.

Direct international sales accounted for approximately 31%, 27% and 18% of 
sales in 1995, 1994 and 1993, respectively. See Note 1 of Notes to 
Consolidated Financial Statements.  In addition, many of the Company's 
domestic customers ship a significant portion of the Company's purchased 
products to their customers overseas.  Currently a 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 as such an exchange 
rate movement would affect local currency pricing.  The Company's sales are 
also subject to risks common to export activities, including government 
regulation, tariffs and import restrictions.  The Company's international 
sales must be licensed by the Office of Export Administration of the U.S. 
Department of Commerce.  To date, the Company has experienced no material 
difficulties in obtaining export licenses.

IBM accounted for approximately 15%, 17% and 16% of sales in 1995, 1994 and 
1993, respectively.  Sun Microsystems accounted for approximately 11%, 7% 
and 10% of sales during each of 1995, 1994 and 1993, respectively.  No other 
customer accounted for 10% or more of sales for any year during the 
three-year period ending December 30, 1995.  In addition, during 1995, the 
Company's three largest customers accounted for an aggregate of 31% 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 


<PAGE> 16
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, 
the Company's agreements with certain of its customers contain most favored 
customer provisions which have resulted in the past, and may result in the 
future, in price reductions or pricing credits for such customers.

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, and 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, VAR and distributor 
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 competitive tape subsystem manufacturers 
as alternate sources of supply.  Inaccuracies in demand forecasts in the 
environment in which the Company operates 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 weakness in demand in the distribution and VAR channels, 
which generally represent higher-margin sales, tends to have a relatively 
greater impact on profitability and could have a material adverse effect on 
the Company's results of operations.

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

The announced Mammoth product incorporates a mechanical deck for manufacture 
by the Company, rather than for purchase from Sony or from another third 
party.  The Company's manufacturing experience in the past has been largely 
limited to the assembly and testing of purchased components, and the Company 
has had limited experience in other phases of manufacturing.  In particular, 
the Company has had only limited experience in the manufacture of mechanical 
decks and there can be no assurance that the Company will be able to 
manufacture products in commercial quantities at a commercially acceptable 
cost.  Because the Company has previously quoted sales pricing for the 
Mammoth product, an inability to control cost could result in 
lower-than-anticipated gross margins which could have a material adverse 
 effect on the Company's results of operations.  Any inability of the Company 
to manufacture the Mammoth product in the required volumes would have a 
material adverse effect on the Company's competitive position and on its 
results of operations.  In addition, the Company believes the manufacture of 
Mammoth will require the Company to significantly increase its capital assets 
and inventory requirements, thereby adversely affecting the Company's 
financial leverage.

The Company currently manufactures its 8mm, quarter-inch and certain of its 
library products at its facility in Boulder, Colorado.  The Company also 
manufactures or expects to manufacture certain of its products at its 


<PAGE> 17
facility in Scotland.  In addition, the Company's Scottish operation 
customizes generic units of the Company's other product lines to meet 
customer-specific requirements for its European customers.  The Company has 
significantly increased the size of its Scottish facility, as well as its 
capital asset and inventory base, to accommodate the Company's expected 
increase in its manufacturing requirements.  

The Company has contracts with third parties to manufacture certain of the 
Company's products. The Company currently anticipates that some or all of the 
Company's quarter-inch products will be manufactured for the Company by CAM 
Technology Center P.T.E., Ltd. at CAM's facility in Singapore or elsewhere.  
The manufacture of the Company's products by third parties may impair the 
Company's ability to establish and maintain adequate product manufacturing 
design standards or otherwise to achieve necessary product quality levels.  
The 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.

The inability of Exabyte 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 upon uninterrupted 
access to high-quality components in required volumes and at competitive 
prices.  Many of these components, manufactured to the Company's 
specifications, are acquired from sole sources.  The principal custom 
components for the Company's current tape subsystems are the 8mm tape decks 
supplied by Sony, circuit boards from Solectron and EFTC and semiconductor 
circuits from various suppliers.  The Company has not executed master 
purchase agreements with many of its sole-source vendors and conducts 
business with those vendors on a purchase order basis.  The Company's 
reliance on these and other 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, on occasion, experienced problems with the quality 
of and interruptions in the supply of sole-source components.  To date, no 
such quality problems or interruptions have had a material effect on the 
Company's results of operations.  In the event of yield, quality, delivery, 
supply or availability problems with any of these vendors in the future, 
however, 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 results of operations.  

In addition, the Company's ability to maintain its current product 
offerings and to introduce its announced product offerings depends upon 
access to high-quality tape media which is produced by a small number of 
vendors, including Sony and 3M.  The future introduction of announced 
products, including Mammoth, is dependent upon the availability of certain 
advanced tape media which is currently sourced from Sony.  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 the introduction of announced products, which could have a 
material adverse effect on the Company's results of operations.  See 
"Business--Risk Factors--Dependence on Key Vendors; Sony."




<PAGE> 18
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 8mm 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 with Sony providing for 
the supply by Sony 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 by Sony of jointly-developed decks for 
incorporation into the Company's half-high 8mm products.  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 above supply agreements provides the Company with rights to 
preclude Sony from selling to third parties similar products or 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 on an annual basis unless terminated by either 
party upon 180 days' written notice.  There can be no assurance that either 
of the supply agreements will continue through or beyond the current term or 
that prices will remain at their current levels during the current term of 
the agreement or thereafter.  Sony's competitive position may adversely 
affect the Company's ability to procure 8mm mechanical decks at required 
volumes and at competitive prices.  See "Business--Competition."  While 
there are other manufacturers of 8mm decks, the customization effort required 
to make these decks suitable 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 ability of the Company to ship its products.

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

Because many of the Company's key components, as well as certain of the 
Company's products, are currently manufactured in Japan, Germany, The 
Netherlands, 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, with such 
purchases denominated in yen or another foreign currency. The Company may 
enter into foreign currency forward contracts which it uses to hedge the 
purchase of certain inventory components from Japanese or other overseas 
suppliers.  See Note 1 of Notes to Consolidated Financial Statements.  The 
Company may additionally enter into contractual arrangements with its 
overseas suppliers providing the Company with some limited sharing with such 
suppliers of foreign exchange rate risks.  The Company's international 
procurement 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 from another country could have a material 
adverse effect on the Company's results of operations. In addition, 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 


<PAGE> 19
by limitations imposed by the Buy American Act or the Trade Agreement Act.
The functional currency applicable to the Company's subsidiaries located in 
Scotland, Germany, Japan and other foreign countries is the U.S. dollar.  See 
Note 1 of Notes to Consolidated Financial Statements.  As a result, the 
translation of the local currency assets and liabilities of such subsidiaries 
will be affected by foreign exchange rate movement 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.

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 upon its ability to extend its technology and continue to develop 
highly reliable tape subsystems with competitive price performance 
characteristics.  The Company's research and development efforts are 
principally directed 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 upon continued enhancements of its existing products and the 
development on a timely basis of new products that meet the changing needs of 
users.  The Company has experienced delays from time to time in completing 
product development efforts in accordance with internal development schedules 
and, in the future, may encounter difficulties that could delay or prevent 
product development.


A significant portion of the Company's research and development is directed 
at the introduction of the announced 8mm Mammoth product.  See 
"Business--Business Strategy and Products."  The announced Mammoth product 
incorporates a mechanical deck assembly under development by the Company.  
The Company has never before undertaken the design, development or 
manufacture of an 8mm mechanical deck assembly at a commercially reasonable 
cost and thus may experience delays in the development or manufacturing 
effort.  The announced Mammoth product also requires the successful 
development of a number of critical supporting components.  Among the 
critical components necessary for the successful development of the Mammoth 
product are head scanner drum assemblies.  The development of the scanner 
assembly had been undertaken by a division of Grundig A.G. under contract 
with the Company.  In October 1994, the Company acquired that division from 
Grundig A.G.  The Company now operates the acquired division as a 
wholly-owned subsidiary, named Exabyte Magnetics GmbH.  Other critical 
components necessary for the successful development and production of the 
Mammoth product include, without limitation, advanced integrated circuits and 
dual motor reel heads.  The Company has engaged a number of third parties, 
including, without limitation, Philips, Harris and AT&T to develop several 
critical components of the announced Mammoth product.  In addition, the 
successful introduction of Mammoth requires the availability of advanced tape 


<PAGE> 20
media.  See "Business--Manufacturing."  There can be no assurance that the 
development by the Company or by such third parties of the Mammoth product 
will be successful or, if successful, will be completed on a timely basis or 
at a commercially reasonable cost.  The inability to design, develop and 
introduce the Mammoth product or other competitive new products on a timely 
basis at a competitive price would have a material adverse effect on the 
Company's results of operations and would adversely affect the Company's 
competitive position with respect to other product offerings.

The Company's quarter-inch cartridge drive subsystems incorporate cartridge 
media developed and produced by 3M Corporation.  3M Corporation, owner of 
the 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 quarter-inch business depends, in part, upon 
its continued access to and its ability to adapt to change in such 
quarter-inch technology.

The Company's research and development expenses were approximately $37.0 
million, $33.6 million and $31.6 million in 1995, 1994 and 1993, 
respectively.  All of the Company's research and development costs are 
expensed as incurred.  The Company's research and development organization 
consisted of 243 persons as of February 3, 1996.

COMPETITION
-----------

The tape storage market is intensely competitive and subject to rapid 
technological change, as a number of manufacturers of alternative tape 
technologies compete for a limited number of customers.  The Company will 
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 principal competitive factors in this market 
are storage capacity, data transfer rate, form factor, price, 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 certain 
computer manufacturers that incorporate their own tape storage products into 
their systems, such as IBM and Hewlett-Packard.  Some of the Company's 
current and potential competitors have significantly greater financial, 
technical and marketing resources than those of the Company.  The industry 
has experienced a number of consolidations, such as the merger of Conner 
Peripherals with Seagate and Quantum's purchase of Digital Equipment 
Corporation's digital linear tape division.  These changes have increased and 
may continue to increase the competitive pressures on the Company.  While the 
Company believes that it is currently the only manufacturer of 8mm tape 
subsystems for data storage applications, the Company believes Sony and 
others could introduce a competitive 8mm tape drive.  See 
"Risk Factors--Dependence on Key Vendors; Sony."   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 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 offering has established a significant presence in the 
market targeted by the Company with its announced Mammoth product.  In 
<PAGE> 21
addition, Quantum has announced products, including the announced DLT 7000, 
with announced data storage capacities and transfer rates in excess of the 
Company's current or announced products.  Among the competitors currently 
offering other half-inch cartridge products are Fujitsu, IBM, Overland Data 
and StorageTek.  In addition, other competitors may enter the half-inch 
market in the future.

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 8mm products have experienced 
competition from 4mm-based products principally 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.  There can be no assurance that Sony's current efforts to produce 
and market competitive products will not adversely affect Sony's supply of 
8mm tape decks and advanced tape media to the Company.  See 
"Business--Manufacturing--Sony Tape Deck Agreements."

At the low end of the market, the Company's quarter-inch products compete 
directly with the quarter-inch products manufactured by Seagate, 
Hewlett-Packard, Tandberg, Iomega and Rexon. The Company's 8mm products also 
currently compete at the low end of the tape storage market with products 
using conventional tape technologies, such as quarter-inch products.  
Quarter-inch technology typically offers the advantage over 8mm products of 
low price as well as compatibility of new products with the large installed 
base of earlier generation quarter-inch products.  As a result, quarter-inch 
drives have often been used to store data for desktop personal computers and 
networks.  While the Company's 8mm products have historically had a capacity 
advantage over available products based on quarter-inch technologies, vendors 
of quarter-inch based products have announced tape storage products with 
increased transfer rates and capacities of up to 14 gigabytes and may 
announce tape storage products with even greater capacities.  If these higher 
capacity products are successfully introduced, they could represent a more 
significant competitive challenge to the Company.

The Company may face significant competitive challenges in the library market 
in the form of pricing pressure, loss of business and otherwise.  The 
Company'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 relatively greater impact on the Company's results of operations.  The 
following chart represents the Company's major competitors in library 
products:

                           8mm               DLT              4mm
                           ---               ---              ---

IBM                         X	
Qualstar                    X                                  X
Adic                        X                  X               X
Hewlett-Packard                                                X
Quantum                                        X	
Breece Hill                                    X
Odetics                                        X
StorageTek                  X                  X               X
Spectra Logic               X                                  X
Seagate                                                        X

<PAGE> 22
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 upon 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 February 12, 1996, the Company 
owns 33 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.  In addition, also as of 
February 12, 1996, the Company has 25 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 sufficiently broad to protect the Company's 
technology.  In addition, there can be no assurance that any patents that 
may be 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 
in the tape storage industry, patent and trade secret protection are less 
significant than factors such as the knowledge, ability and experience of the 
Company's personnel, new product introductions and frequent product 
enhancements.

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 such 
infringement.  There can be no assurance that any of these claims will not 
result in protracted and costly litigation.  While it may be necessary or 
desirable in the future to obtain licenses relating to one or more of its 
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.  In particular, the Company's announced Mammoth product 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.

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.  See "Business--Manufacturing."  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 


<PAGE> 23
abide by any use limitations or confidentiality restrictions in licenses with 
the Company.  In addition, any such manufacturer may develop process 
technology related to the manufacture of the Company's products which it owns 
independently or jointly with the Company, which would increase the Company's 
reliance on such manufacturer or require the Company to obtain a license from 
such manufacturer in order to have its products manufactured.  There can be 
no assurance that such license, if required, would be available on terms 
acceptable to the Company, if at all.  

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 "Business--Research and 
Development."  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 the 
Company to perform its supply obligations.

BACKLOG
-------

The Company's backlog as of December 30, 1995 and December 31, 1994 totaled 
approximately $21 million and $29.5 million, respectively.  The Company's 
customers typically execute master purchase contracts with the Company.  
These agreements generally do not require the customer to purchase minimum 
quantities of the Company's products.  Backlog consists of purchase orders 
for which a delivery schedule within six months has been specified by the 
customer.  Lead times for the release of purchase orders depend upon the 
scheduling practices of each customer, and the Company anticipates that the 
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 January 31, 1996, the Company had 1,278 full-time employees and 98 
temporary, part-time or contract employees for a total of 1,376 employees.  
Of the Company's total employees, 243 were employed in engineering, 245 in 
sales, marketing and technical support, 707 in manufacturing and service, 
and 76 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.








<PAGE> 24
Item 2. 
PROPERTIES

The Company's corporate offices, research and development, and manufacturing 
facilities are located in Boulder, Colorado, in leased buildings aggregating 
approximately 420,000 square feet.  The lease terms on these facilities 
expire on various dates ranging from May 1996 to September 2005.  The Company 
believes that additional space will be available if needed for further 
expansion.  The Company also leases approximately 5,500 square feet in San 
Jose, California.

The Company also leases a research and development office and manufacturing 
facilities in Nuremberg (Germany); a procurement office in Tokyo (Japan); a 
service and manufacturing facility in Falkirk (Scotland); sales and support 
offices in Utrecht (The Netherlands); Woodbridge, Ontario (Canada); Paris 
(France); Gwynedd (United Kingdom); Frankfurt (Germany); Shanghai (China); 
and Singapore; and domestic sales and support offices in Campbell and Mission 
Viejo, California; Tampa, Florida; Oak Brook, Illinois; Annapolis, Maryland; 
Walpole, Massachusetts; Clark, New Jersey; Huntersville, North Carolina; 
Beaverton, Oregon; Dallas and Houston, Texas.

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 15, 1996 are 
as follows:

Peter D. Behrendt(1)   57     Chairman of the Board of Directors,
                              President and Chief Executive Officer
Mark W. Canright       45     Senior Vice President
                              Sales and Customer Support
William L. Marriner    43     Executive Vice President, Finance &
                              Administration, Chief Financial Officer 
                              & Treasurer
David L. Riegel        58	    Executive Vice President of Operations &
                              Chief Operating Officer

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

Mr. Peter D. Behrendt joined the Company as President, Chief Operating 
Officer and director in July 1987 and has served as the Company's Chief 
Executive Officer since July 1990 and as the Company's Chairman of the 
Board since January 1992.  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.
<PAGE> 25
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.  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 of Senior Vice President of Worldwide Sales and Marketing in January 
1994.  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> 26 
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.

Calendar Year                                      High               Low
-------------                                     -----              -----
1994
First Quarter................................      22-3/8            16-7/8
Second Quarter...............................      20-3/8            14-1/8
Third Quarter................................      21-1/8            14-1/8
Fourth Quarter...............................      23-5/16           17-3/8

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 (through March 1, 1996)........      16                13-1/8

At March 1, 1996, the Company had 1,010 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.
























<PAGE> 27
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
30, 1995, December 31, 1994, January 1, 1994, January 2, 1993 and December
28, 1991 and with respect to the consolidated balance sheets as of December
30, 1995, December 31, 1994, January 1, 1994, January 2, 1993 and December
28, 1991 are derived from consolidated financial statements audited by Price
Waterhouse LLP, independent accountants.  The consolidated financial
statements for the years ended December 30, 1995, December 31, 1994 and
January 1, 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.
<TABLE>
<CAPTION>
                                                                          Fiscal Years Ended
                                                      Dec. 30,    Dec. 31,    Jan. 1,     Jan. 2,     Dec. 28,    
Consolidated Statement of Operations Data:             1995        1994        1994        1993        1991     
------------------------------------------            -------     -------     -------     -------     -------
<S>                                                  <C>         <C>         <C>         <C>         <C>  
Net sales....................................        $374,147    $381,844    $310,295    $287,444    $234,052
Cost of goods sold...........................         311,891     257,365     219,053     183,380     139,751
                                                     --------    --------    --------    --------    -------- 
Gross profit.................................          62,256     124,479      91,242     104,064      94,301
Operating Expenses
     Selling, general and administrative.....          49,896      42,560      37,169      30,790      24,704
     Research and development................          36,956      33,586      31,648      22,896      21,101
     Purchased research and development......              --       2,597(1)       --      13,469          --
                                                     --------    --------    --------    --------    --------
Income (loss) from operations................         (24,596)     45,736      22,425      36,909      48,496
Other income, net............................           1,568       2,069       1,507       1,954       1,751
                                                     --------    --------    --------    --------    --------
Income (loss) before income taxes............         (23,028)     47,805      23,932      38,863      50,247
(Provision) benefit for income taxes.........          10,593     (15,400)     (7,750)    (18,369)    (18,050)
                                                     --------    --------    --------    --------    --------
Net income (loss)............................        $(12,435)    $32,405     $16,182     $20,494     $32,197 
                                                     ========    ========    ========    ========    ========
Net income (loss) per share..................          $(0.57)      $1.48       $0.76       $0.95       $1.51
                                                     ========    ========    ========    ========    ========
Common and common equivalent shares used in
     the calculation of net income (loss) 
     per share(2)............................          21,711      21,965      21,399      21,612      21,323
Consolidated Balance Sheet Data:
-------------------------------
Working Capital..............................        $137,143    $157,978    $129,693    $112,688    $ 96,879
Total Assets.................................         250,336     242,765     197,307     183,066     149,940
Long-term obligations, excluding current
     portion.................................           4,181         237         454         495         143
Stockholders' equity.........................         186,366     196,907     158,535     140,260     112,123
      
</TABLE> 
(1)  See Note 10 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.
<PAGE> 28
Quarterly Results of Operations (Unaudited)
-------------------------------------------
The following table sets forth unaudited operating results for each quarter of
fiscal 1995 and 1994.  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.
<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
Purchased research and development.....                    --         --         --         --
                                                     --------    -------    -------    -------
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
Purchased research and development.....                    --         --         --         --
                                                     --------    -------    -------    -------
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>
<PAGE> 29
<TABLE>
<CAPTION>
                                                                  Quarters Ended 
                                                     Dec. 31,    Oct. 1,    Jul. 2,    Apr. 2,    
                                                       1994       1994       1994        1994 
                                                     -------    -------     -------    -------
                                                      (In thousands, except per share amounts)
<S>                                                  <C>         <C>        <C>        <C>       
Net sales..............................              $103,268    $99,001    $92,681    $86,894
Cost of goods sold.....................                68,535     66,443     62,863     59,524
                                                     --------    -------    -------    ------- 
Gross profit...........................                34,733     32,558     29,818     27,370

Selling, general and administrative....                11,950     10,646     10,552      9,412
Research and development...............                 9,165      8,671      8,133      7,617
Purchased research and development.....                 2,597         --         --         --
                                                     --------    -------    -------    -------
Income from operations.................                11,021     13,241     11,133     10,341    
Other income(expense), net.............                   471        485        485        628
                                                     --------    -------    -------    -------    
Income before income taxes.............                11,492     13,726     11,618     10,969    
Provision for income taxes.............                (2,328)    (4,941)    (4,182)    (3,949)   
                                                     --------    -------    -------    -------    
Net income.............................               $ 9,164    $ 8,785    $ 7,436    $ 7,020    
                                                     ========    =======    =======    =======    
Net income per share...................                 $0.41      $0.40      $0.34      $0.32    
                                                     ========    =======    =======    =======    
</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                                       66.4       67.1       67.8       68.5
                                                     --------    -------    -------    ------- 
Gross margin...........................                  33.6       32.9       32.2       31.5

Selling, general and administrative....                  11.5       10.7       11.4       10.8
Research and development...............                   8.9        8.8        8.8        8.8
Purchased research and development.....                   2.5         --         --         --
                                                     --------    -------    -------    -------
Income from operations.................                  10.7       13.4       12.0       11.9   
Other income(expense), net.............                   0.5        0.5        0.5        0.7
                                                     --------    -------    -------    -------    
Income before income taxes.............                  11.2       13.9       12.5       12.6    
Provision for income taxes.............                  (2.3)      (5.0)      (4.5)      (4.5)   
                                                     --------    -------    -------    -------    
Net income.............................                   8.9%       8.9%       8.0%       8.1%    
                                                     ========    =======    =======    =======    

</TABLE>








<PAGE> 30
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 30, 1995, December 31, 1994 and January 1, 1994
as a percentage of net sales.

CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                   Fiscal  Years
                                                      1995              1994              1993
                                                     -----             -----             ----- 
<S>                                                  <C>               <C>               <C>
Net sales...................................         100.0%            100.0%            100.0%
Cost of goods sold..........................          83.4              67.4              70.6
                                                     -----             -----             ----- 
Gross margin................................          16.6              32.6              29.4

Operating expenses:
  Selling, general and administrative.......          13.3              11.1              12.0
  Research and development..................           9.8               8.8              10.2
  Purchased research and development........            --               0.7                --
                                                     -----             -----             -----
Income (loss) from operations...............          (6.5)             12.0               7.2
Other income, net...........................           0.4               0.5               0.5
                                                     -----             -----             -----
Income (loss) before income taxes...........          (6.1)             12.5               7.7
(Provision) benefit for income taxes........           2.8              (4.0)             (2.5)
                                                     -----             -----             -----
Net income (loss)...........................          (3.3)%             8.5%              5.2%
                                                     =====             =====             =====
</TABLE>

























<PAGE> 31
PRODUCT MIX TABLE
<TABLE>
<CAPTION>
                                                                     Fiscal Years
                                                      1995               1994               1993
                                                     -----              -----              -----
<S>                                                  <C>                <C>                <C>
8mm products:
  EXB-8200..................................          1.1%               5.1%              14.3%
  EXB-8500..................................          3.0               13.6               32.2 
  EXB-8205..................................          4.3                3.5                1.8 
  EXB-8505..................................         48.6               43.1               22.1
  Stand-alone subsystems (for above
    products)...............................          6.3                6.5                6.1
  EXB-8700..................................          0.8                 --                 --
  EXB-10, 10i, 10e, 60 and 120..............          1.6                7.8                7.1
  EXB-10h, 210, 440 and 480.................         14.1                2.8                 --
4mm and quarter-inch cartridge products:
  EXB-4200..................................          5.8                4.8                1.8
  EXB-2501 and EXB-1500.....................          1.9                1.5                0.9
Consumables.................................          9.5                8.1                7.9
Service, spares and other...................          5.6                4.9                6.3
Sales allowances............................         (2.6)              (1.7)              (0.5)
                                                    -----              -----              -----
                                                    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'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 1995 COMPARED TO 1994
---------------------------------

The Company's net sales of $374.1 million for fiscal 1995 decreased 2.0% 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
quarter-inch 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 in 1996.  Demand for 8mm drives has
shifted to the half-high products such as the EXB-8505 whose sales increased
to 49% of sales in 1995 from 43% in 1994.  Sales of the Company's full-high
drives, the EXB-8200 and EXB-8500, decreased to 1% and 3%, respectively, of
sales in 1995 from 5% and 14%, respectively, 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. 
<PAGE> 32
The relative customer mix during 1995 shifted to distributors, original
equipment manufacturers ("OEMs") and end-users from value-added resellers
("VARs").  Sales to distributors increased to 40% of sales in 1995 from 35%
in 1994. OEM customers accounted for 42% of sales in 1995, compared to 40% in
1994.  Sales to end-users increased to 4% of net sales in 1995 from 3% in
1994.  VAR sales decreased to 14% of sales in 1995 from 22% in 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 other 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 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 quarter-inch drives also adversely impacted the margin.
Additionally, full-high products were sold at discounted prices in an effort
to reduce inventory levels.  Price erosion on all products is a continuing
factor for the Company due to the competitive nature of the storage
peripherals business.  

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.  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.

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%.

<PAGE> 33
FISCAL YEAR 1994 COMPARED TO 1993

The Company's net sales of $381.8 million for fiscal 1994 increased 23% from
net sales of $310.3 million for 1993.  This sales growth was primarily the
result of increases in the unit shipments of 8mm half-high drives, 4mm drives,
quarter-inch drives and libraries.  Partially offsetting these increases was a
reduction in the unit volume shipments of 8mm full-high drives as well as
decreases in the average selling prices of all products.

During 1994, sales of the half-high EXB-8505 product increased to 43% of sales
from 22% in 1993.  Sales of full-high products, the EXB-8200 and EXB-8500, 
decreased to 5% and 14% of sales, respectively, from 14% and 32% in 1993.
The decreased sales of full-high products reflect shifting customer demand to
the Company's half-high products.

The relative customer mix during 1994 shifted more to distributors from OEMs
and VARs.  Distributors accounted for 35% of total sales in 1994 compared to
24% in 1993.  OEM sales represented 40% of total sales, down  from 41% in 1993.
VARs accounted for 22% of total sales in 1994 compared to 33% in 1993.
End-users accounted for 3% of total sales in 1994 compared to 2% in 1993.
This shift in customer mix for 1994 was the result of increased sales to
existing distributor accounts as well as the addition of several new
distribution customers.

The Company's gross margin increased to 32.6% of sales in 1994 compared to
29.4% in 1993.  This increase in gross margin was due to an increased
percentage of sales to higher margin distribution customers and a change in
the sales mix to higher margin 8mm half-high and library products.

Selling, general and administrative expenses increased to $42.6 million in
1994 from $37.2 million in 1993.  These expenses represented 11.1% of sales
in 1994 compared to 12.0% in 1993.  The increase in total expenditures can
be attributed to support costs of a higher sales level. 

Research and development expenditures increased to $33.6 million in 1994
from $31.6 million in 1993.  These expenses represented 8.8% of sales in
1994 compared to 10.2% in 1993.  The increase in absolute dollars is due to
expansion of the Company's product lines and includes expenses directed at
cost and performance improvements to the Company's existing products and the
development of recently announced as well as unannounced new products.

The Company recorded "Purchased Research and Development" costs of
approximately $2.6 million related to the acquisition of Grundig Data Scanner
GmbH (now known as Exabyte Magnetics GmbH, or EMG) during the fourth quarter
of 1994.  This cost represented the excess of the acquisition price over the
net assets acquired.  See Note 10 of Notes to Consolidated Financial
Statements for a further explanation of the accounting for the Grundig
acquisition.

Other income, net, consists primarily of interest income, royalty income,
interest expense, state franchise taxes and other miscellaneous items.
Interest income increased by $1.4 million in 1994 over 1993 due to higher
interest rates and the investment of larger cash balances in 1994.
 
The provision for income taxes for 1994 decreased to 32.2% of income before
income taxes from 32.4% in 1993.  See Note 6 of Notes to Consolidated
Financial Statements for a description of the factors which resulted in
the effective tax rates being lower than the statutory tax rate of 35%.

<PAGE> 34
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

During 1995, the Company generated $10.6 million of cash from operating
activities, received $1.8 million from the issuance of common stock to Company
employees, expended $23.3 million for capital equipment and paid $0.5 million
on long-term liabilities.  Together, these activities resulted in a decrease
in the combined balance of cash and short-term investments of $11.4 million to
a year-ending balance of $68.9 million.

The Company's working capital decreased to $137.1 million on December 30,
1995, from $158.0 million on December 31, 1994.  The decrease in working
capital was primarily the result of negative cash flow combined with the
write-off of certain inventories and increased inventory reserves which
resulted in a decrease in inventories of $4.1 million.

The Company has a $7.5 million bank line of credit which expires April 30,
1996, with borrowings under the line limited to 80% of eligible accounts
receivable plus 25% of eligible inventory (limited to $3,000,000).  On 
December 30, 1995, 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, including the need to be  profitable on a
quarterly basis.  As a result of the loss for the third quarter and year-
to-date 1995, the Company was in technical violation of this profitability
covenant.  This technical violation was subsequently waived by the lender. 
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
$18 million during 1996.  The Company believes its existing sources of
liquidity and funds expected to be generated from operations will provide 
adequate cash to fund anticipated working capital and other cash requirements
through fiscal 1996.
























<PAGE> 35
Item 8.
FINANCIAL STATEMENTS

                                                                         Page

Report of Independent Accountants...................................        36



Consolidated Balance Sheets - 
December 30, 1995 and December 31, 1994.............................        37


Consolidated Statements of Operations - for the years ended
December 30, 1995, December 31, 1994 and January 1, 1994 ...........        38


Consolidated Statements of Changes in Stockholders' Equity -
for the years ended
December 30, 1995, December 31, 1994 and January 1, 1994 ...........        39


Consolidated Statements of Cash Flows -
for the years ended
December 30, 1995, December 31, 1994 and January 1, 1994............     40-41


Notes to Consolidated Financial Statements..........................     42-52































<PAGE> 36
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 cash flows and of changes in
stockholders' equity, present fairly, in all material respects, the financial
position of Exabyte Corporation and its subsidiaries at December 30, 1995 and 
December 31, 1994, and the results of their operations and their cash flows
for each of the three years in the period ended December 30, 1995, 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 17, 1996

























<PAGE> 37
EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
ASSETS                                     December 30,              December 31,
                                              1995                      1994
                                            ---------                 ---------
<S>                                         <C>                       <C>
Current assets:
  Cash and cash equivalents..........       $ 40,137                    46,233  
  Short-term investments.............         28,800                    34,111  
  Accounts receivable, net...........         56,785                    64,940 
  Inventories, net...................         44,169                    48,236
  Deferred income taxes..............         17,595                     7,329
  Other current assets...............          9,446                     2,750
                                            --------                  --------
Total current assets.................        196,932                   203,599
                                            --------                  --------
Property and equipment, net..........         42,972                    29,166
Deferred income taxes................          7,703                     6,458
Other assets.........................          2,729                     3,542
                                            --------                  --------   
                                              53,404                    39,166
                                            --------                  --------   
                                            $250,336                  $242,765
                                            ========                  ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable...................       $ 21,840                  $ 20,459
  Accrued liabilities................         32,945                    21,345 
  Accrued income taxes...............          4,104                     3,600
  Current portion of long-term 
    obligations .....................            900                       217
                                            --------                  -------- 
Total current liabilities............         59,789                    45,621
Long-term obligations ...............          4,181                       237
                                            --------                  --------
Commitments (Note 8).................
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; 
    21,827 and 21,657 shares
    issued...........................             22                        22
  Capital in excess of par value.....         59,102                    57,208
  Treasury stock, at cost, 15 shares.             (9)                       (9)
  Retained earnings..................        127,251                   139,686
                                            --------                  --------
Total stockholders' equity...........        186,366                   196,907
                                            --------                  --------
                                            $250,336                  $242,765
                                            ========                  ========
</TABLE>
     The accompanying notes are an integral part of the consolidated
     financial statements.

<PAGE> 38
EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
<TABLE>
<CAPTION>
                                                             Fiscal Years Ended
                                                 December 30,    December 31,    January 1,
                                                    1995            1994            1994  
                                                  --------        --------        --------
<S>                                               <C>             <C>             <C>
Net Sales............................             $374,147         381,844        $310,295
Cost of goods sold...................              311,891         257,365         219,053
                                                  --------        --------        --------
Gross profit.........................               62,256         124,479          91,242

Operating expenses:
Selling, general and administrative..               49,896          42,560          37,169
Research and development.............               36,956          33,586          31,648
Purchased research and development...                   --           2,597              --
                                                  --------        --------        --------
Income (loss) from operations........              (24,596)         45,736          22,425

Other income, net....................                1,568           2,069           1,507           
                                                  --------        --------        --------
Income (loss) before income taxes....              (23,028)         47,805          23,932

(Provision) benefit for income taxes.               10,593         (15,400)         (7,750)  
                                                  --------        --------        --------
Net income (loss)....................             $(12,435)        $32,405         $16,182  
                                                  ========        ========        ========

Net income (loss) per share..........               $(0.57)          $1.48           $0.76 
                                                  ========        ========        ========
Common and common
equivalent shares used in the
calculation of net income (loss)
per share............................               21,711          21,965          21,399
                                                  ========        ========        ======== 

</TABLE>

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
















<PAGE> 39
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     Other   Earnings
                                              ------  ------   ------    ------     ------------     -----   --------
<S>                                           <C>        <C>      <C>       <C>        <C>            <C>    <C>   
Balance, January 2, 1993...............       20,940     $21      (14)      $(9)       $49,150        $(1)   $91,099      

Common stock options exercised ($.10
  to $16.88 per share).................          163                                       891
Common stock issued pursuant to the
  Employee Stock Purchase Plan 
  ($8.61 per share)....................           87                                       755
Treasury stock purchased...............                            (1)
Amortization of deferred compensation..                                                                 1  
Tax effect of disqualifying 
  dispositions of common stock.........                                                    446 
Net income for the year................                                                                       16,182
                                              ------    ----     ----      ----      ---------        ---   --------
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
                                              ======    ====     ====      ====      =========        ===   ========
</TABLE>
                        
     The accompanying notes are an integral part of the consolidated
     financial statements.









<PAGE> 40
EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
                                                              Fiscal Years Ended	
                                                            ----------------------
                                                    December 30,  December 31,   January 1,
                                                       1995           1994          1994  
                                                     ---------     ---------      ---------
<S>                                                  <C>            <C>          <C>
 
Cash flows from operating activities:
     Cash received from customers............        $382,862       $371,046       $301,978
     Cash received from related party........              --             --          2,702  
     Cash paid to suppliers and employees....        (367,875)      (325,868)      (236,680) 
     Cash paid to related party..............              --             --        (31,792)
     Interest received.......................           3,251          2,433          1,264 
     Interest paid...........................            (330)          (156)          (159)
     Income taxes paid.......................          (7,292)       (21,104)        (9,334)
          Net cash provided by                       --------       --------       --------
            operating activities.............          10,616         26,351         27,979        
                                                     --------       --------       --------

Cash flows from investing activities:
     (Purchase) sale of short-term 
       investments, net......................           5,311        (13,111)        (4,050) 
     Capital expenditures....................         (23,365)       (13,568)        (7,994)
     Acquisitions, net of cash acquired                    --         (3,035)        (6,437)
          Net cash used for                          --------       --------       -------- 
            investing activities.............         (18,054)       (29,714)       (18,481)      
                                                     --------       --------       --------
Cash flows from financing activities:
     Net proceeds from issuance of 
       common stock .........................           1,812          4,900          1,646 
     Principal payments on long-term
       obligations...........................            (470)          (299)          (393)
          Net cash provided by                       --------       --------       --------
            financing activities.............           1,342          4,601          1,253 
                                                     --------       --------       --------

Net increase (decrease) in cash and cash 
     equivalents.............................          (6,096)         1,238         10,751
Cash and cash equivalents at beginning 
     of year.................................          46,233         44,995         34,244
                                                     --------       --------       --------
Cash and cash equivalents at end 
     of year.................................         $40,137        $46,233        $44,995
                                                     ========       ========       ========

</TABLE>

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





<PAGE> 41
EXABYTE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>

                                                               Fiscal Years Ended	
                                                               ------------------
                                                     December 30,  December 31,  January 1,
                                                        1995          1994         1994   
                                                      --------      --------    --------     
<S>                                                    <C>          <C>         <C>
Reconciliation of net income (loss) to net
  cash provided by operating activities:
     Net income (loss).........................       $(12,435)     $32,405      $16,182 
     Adjustments to reconcile net income (loss)
       to net cash provided by operating
       activities:
          Depreciation, amortization
            and other..........................         17,153       13,697       13,746
          Write-down of fixed assets...........            792           81          487
          Deferred income tax provision........        (12,262)      (6,212)      (3,875)
          Provision for losses and reserves
            on accounts receivable.............          8,723        5,442        1,798  
          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..................           (569)     (17,187)      (8,103)
          Inventories..........................        (28,752)     (10,669)      13,433 
          Other current assets.................         (6,695)      (1,613)          75
          Other assets.........................           (845)        (103)        (106)
          Accounts payable.....................          1,382          790       (9,894)
          Accrued liabilities..................         11,600        6,614        1,945 
          Accrued income taxes.................          1,336          509        2,291
                                                      --------     --------     --------
          Net cash provided by
            operating activities...............        $10,616      $26,351      $27,979
                                                      ========     ========     ========

Supplemental schedule of non-cash
  investing and financing activities:
     Transfer of inventories to
       property and equipment..................        $2,605        $2,613       $1,830
     Capital lease obligations.................         4,042            --          286 
     Fair market value of acquisition assets,
       including purchased research
       and development and goodwill............            --         3,605        8,677
     Acquisition liabilities assumed...........            --           538        2,177
     Income tax benefit of disqualifying
       dispositions of common stock............            82         1,067          446
     Note payable issued to purchase software
       licenses................................         1,055            --           --           
</TABLE>

     The accompanying notes are an integral part of the consolidated 
     financial statements.
<PAGE> 42
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) and Exabyte Magnetics GmbH
(Germany).  During 1995, the Company liquidated a wholly owned subsidiary, 
Exabyte Texas Corporation (Texas) whose business activities have been
integrated into the Company.  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 $21.7 million and $20.4 million at
December 30, 1995 and December 31, 1994, 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 30, 1995 and
December 31, 1994, the Company had unrealized losses on future contracts of
approximately $1.3 million and $0.3 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> 43
Concentration of Credit Risk

The Company's customers include original equipment manufacturers, value-added
resellers and distributors.  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 below:


                                                     December 30,   December, 31
                                                        1995           1994
                                                      --------       --------
                                                           (In thousands)

Accounts receivable..........................         $63,617        $69,394
Less: reserves and allowance for 
  non-collection.............................          (6,832)        (4,454)
                                                      -------        -------
                                                      $56,785        $64,940
                                                      =======        =======

During the fiscal years ended December 30, 1995, December 31, 1994 and January
1, 1994, one customer accounted for approximately 15%, 17% and 16%,
respectively, of sales.  During the fiscal years ended December 30, 1995 and
January 1, 1994, another customer accounted for approximately 11% and 10%,
respectively, of sales in each year.  No other customers accounted for 10% or
more of sales in any of the three years presented.

Cash Equivalents

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 $33,622,000 and $40,687,000 at December 30, 1995 and
December 31, 1994, respectively.  Cash equivalents are carried at cost which
approximates fair value.

Short-Term Investments

Short-term investments are stated at cost, which approximates market value.

Inventories

Inventories are stated at the lower of cost or market, cost being determined by
the first-in, first-out method.  Inventories consisted of the following:

                                                     December 30,   December 31,
                                                        1995           1994
                                                      --------       --------
                                                           (In thousands)

Raw materials and component parts............         $24,932        $34,125
Work-in-process..............................           2,033          1,914 
Finished goods...............................          17,204         12,197
                                                      -------        -------
                                                      $44,169        $48,236
                                                      =======        =======

<PAGE> 44
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.

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.  Amortization
expense was $440,000, $880,000 and $807,000 in 1995, 1994 and 1993,
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

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.

Net Income (Loss) Per Share

Net income 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 realized, 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.  Actual results could differ from the estimates used.






<PAGE> 45
Currently Issued Accounting Standard

In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation."  SFAS 123, which is effective for fiscal years beginning after
December 15, 1995, encourages, but does not require, companies to recognize
compensation expense for the theoretical fair value of  grants to employees
of equity instruments based on mathematical formulas.  Companies that choose
not to adopt the new accounting rules will continue to apply the existing 
accounting contained in Accounting Principles Board Opinion (APBO) No. 25,
"Accounting for Stock Issued to Employees."  SFAS 123 requires companies that
choose not to adopt the new fair value accounting rules to disclose the pro
forma net income and earnings per share as if the fair value rules had been
adopted.
 
Exabyte Corporation will adopt SFAS 123 in 1996.  The Company anticipates it
will elect to continue accounting for stock-based compensation in accordance 
with APBO 25 and provide the disclosures required by SFAS 123.  Accordingly,
the adoption of SFAS 123 will not have any effect on the Company's
consolidated financial position or results of operations.

NOTE 2--PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

                                                    December 30,    December 31,
                                                       1995            1994
                                                      --------       --------
                                                           (In thousands)

Equipment and furniture......................         $66,280        $51,738
Assets under capital leases..................           5,968          1,944 
Leasehold improvements.......................          16,417         13,831
Less: accumulated depreciation and
  amortization...............................         (45,693)       (38,347)
                                                      -------        -------
                                                      $42,972        $29,166
                                                      =======        =======

Depreciation expense was $14,443,000, 12,956,000 and $12,851,000 in 1995, 1994
and 1993, 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 30,   December 31,
                                                       1995           1994
                                                      --------       --------
                                                           (In thousands)

Wages and employee benefits..................         $ 5,603        $ 7,917
Warranty and related costs...................          20,068         11,839 
Loss on purchase committments................           4,212             -- 
Other........................................           3,062          1,589
                                                      -------        -------
                                                      $32,945        $21,345
                                                      =======        =======
<PAGE> 46
NOTE 4--DEBT

Line of Credit

As of December 30, 1995, 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 1996.

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 30, 1995:

                                                      Capital Lease
                                      Note Payable    Obligations      Total
                                      ------------    -------------    -----
                                                     (In thousands)
                                                           
     1996............................       $345         $1,051        $1,396
     1997............................        481            709         1,190
     1998............................        131            654           785
     1999............................         --            637           637
     2000............................         --            637           637
     Thereafter......................         --          2,389         2,389  
                                            ----         ------        ------
                                             957          6,077         7,034
Less: amount representing interest...        (79)        (1,874)       (1,953)
                                            ----         ------        ------
Present values of payments...........        878          4,203         5,081
Less: current portion................       (295)          (605)         (900)
                                            ----         ------        ------
                                            $583         $3,598        $4,181
                                            ====         ======        ======

Interest expense aggregated $330,000, $156,000 and $159,000 in 1995, 1994 and
1993, respectively.

NOTE 5--CAPITAL STOCK AND STOCK OPTIONS

Stock Options

The Company authorized, under its 1987 incentive stock plan as amended,
8,000,000 shares of common stock for issuance to employees, including
officers and directors.  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.  Outstanding 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.
<PAGE> 47
The following is a summary of stock option transactions:

                                             Shares            Price per share 
                                             ------            ---------------
                                         (In thousands)

Outstanding at January 2, 1993.......        2,103             $0.10 - $35.63
  Granted............................          721             $8.88 - $17.50
  Exercised..........................         (163)            $0.10 - $16.88
  Forfeited..........................         (366)            $0.75 - $35.63
                                             -----
Outstanding at January 1, 1994.......        2,295             $0.10 - $35.63
  Granted............................          888            $15.38 - $21.75
  Exercised..........................         (392)            $0.10 - $20.63
  Forfeited..........................         (177)            $8.88 - $35.63
                                             ----- 
Outstanding at December 31, 1994.....        2,614             $0.10 - $35.63
  Granted............................          898            $12.63 - $17.88
  Exercised..........................          (85)            $0.10 - $18.38
  Forfeited..........................         (279)            $8.88 - $35.63
                                             -----
Outstanding at December 30, 1995.....        3,148             $0.10 - $35.63
                                             =====   
Vested stock options outstanding at
  December 30, 1995..................        1,632             
                                             =====

At December 30, 1995, there were 1,651,000 shares available for future grants
of options.
 
Employee Stock Purchase Plan

On May 1, 1990, the stockholders approved an Employee Stock Purchase Plan
which is qualified under Section 423 of the Internal Revenue Code.  Under the
Plan, employees may elect to have up to 10% of their gross salaries withheld by
payroll deductions and applied to the purchase of common stock at a price equal
to 85% of the lower of the market value at the beginning or the end of each six-
month participation period during which the payroll deductions are accumulated
to purchase the shares.  The Company has authorized 500,000 shares of common
stock for issuance under this plan of which 85,000, 75,000 and 87,000 were
issued to participants during 1995, 1994 and 1993, 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% 

<PAGE> 48
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 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:

                        1995          1994         1993
                      -------       -------      -------
                                 (In thousands)

Domestic......       $(27,647)     $43,865      $22,918
Foreign.......          4,619        3,940        1,014
                      -------      -------      -------
                     $(23,028)     $47,805      $23,932
                      =======      =======      =======

The provision (benefit) for income taxes consist of the following:

                        1995          1994         1993
                      -------       -------      -------
                                 (In thousands)
Current:
  Federal.....         $ (275)      $17,214      $ 9,366
  State.......            205         2,737        1,938 
  Foreign.....          1,739         1,661          321

Deferred:
  Federal.....        (11,396)       (5,891)      (3,528)
  State.......           (866)         (321)        (347) 
                      -------       -------      -------
                     $(10,593)      $15,400      $ 7,750 
                      =======       =======      =======

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> 49
                                  1995          1994         1993 
                                -------       -------      -------
                                           (In thousands)
U.S. federal income tax
  at statutory rate..........   $(8,060)       16,732      $ 8,376
State income taxes, net
  of federal benefit.........      (998)        1,776          788
Purchased research and 
  development................        --           909           --
Research and development
  credits....................      (420)         (875)        (856)
Tax exempt interest..........      (414)         (419)        (326)
Foreign Sales Corporation....      (215)         (534)        (413)
Enacted future rate changes..        --            --         (113)
Net operating loss
  carryforwards recognized...        --        (2,650)          -- 
Other........................      (486)          461          294  
                                -------       -------      -------
                               $(10,593)      $15,400      $ 7,750
                                =======       =======      =======


Deferred tax assets are attributable to the following:
 
                                                    December 30,   December 31,
                                                        1995           1994
                                                      --------       --------
                                                           (In thousands)

Warranty reserves                                     $ 5,349        $ 3,725
Depreciation                                            3,995          3,406 
Acquired net operating loss carryforwards               2,343          2,587
Bad debt and revenue reserves                           2,142          1,462
Goodwill                                                1,365            465
Vacation costs                                            504            623
Inventory reserves                                      8,532            511
Other                                                   1,068          1,008
                                                      -------        -------
                                                      $25,298        $13,787
                                                      =======        =======

At December 30, 1995, net operating loss carryforwards of $6,695,000 are
available to offset future taxable income.  Utilization of the carryforwards
are subject to an annual limitation of $670,000 through 2005.

NOTE 7--RELATED PARTY TRANSACTIONS

The Company maintained a product license agreement with Kubota Corporation
of Japan ("Kubota"), a former stockholder of the Company, which granted
Kubota the exclusive right to manufacture and market certain Company
products in Japan and other specific territories in exchange for quarterly
royalties.  Royalty income aggregated $241,000 and $463,000 in 1994 and 1993,
respectively.  Through June 30, 1993, Kubota and the Company maintained an
OEM purchase agreement, under which the Company was required to purchase a
minimum of 58% of its annual product requirements of specified products.
Product pricing was subject to periodic negotiation.  The OEM purchase
agreement was terminated by mutual consent of Kubota and the Company in 1993.
Purchases from Kubota aggregated approximately $32,763,000 in 1993.

<PAGE> 50
NOTE 8--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)

     1996...................................               $ 5,380
     1997...................................                 5,173
     1998...................................                 4,616
     1999...................................                 4,597
     2000...................................                 3,944
     After 2001.............................                22,859
                                                           -------
                                                           $46,569
                                                           =======

Rent expense aggregated $6,061,000, $4,942,000 and $5,368,000 in 1995, 1994
and 1993, respectively.

NOTE 9--EMPLOYEE BENEFIT PLAN

Effective January 1988, the Company established a qualified Section 401(K)
Savings Plan.  The Plan 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 $691,000, $652,000 and $461,000 in 1995, 1994 and 1993, respectively.
Company contributions are fully vested after six years of employment.

NOTE 10--ACQUISITIONS

On October 4, 1994, the Company acquired from Grundig AG 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.

On February 19, 1993, the Company acquired the assets of the Mass Storage
Division ("MSD") of Everex Systems, Inc., a designer of quarter-inch cartridge
tape drives, for a purchase price of $5 million in cash.  On February 16,
1993, the Company acquired all of the assets and certain liabilities of 
Tallgrass Technologies Corp. ("Tallgrass"), a value-added reseller of 
computer magnetic tape subsystems, for a purchase price of $1.5 million
in cash.  

The results of operations of each of these entities have been included in
the accompanying Consolidated Financial Statements since their dates of
acquisition.  In addition, each of the acquisitions was accounted for using
the purchase method; accordingly, assets and liabilities were recorded at
their estimated fair values at the dates 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.  The excess of the
purchase price over the net assets acquired of Tallgrass ($1,353,000) and MSD
($3,046,000) were assigned to goodwill (see Note 1).  The pro forma impact of
the acquisitions on the Company's results of operations was not significant.
<PAGE> 51
NOTE 11-FOREIGN OPERATIONS AND GEOGRAPHIC INFORMATION

The following table summarizes the Company's operations in different
geographic areas:

<TABLE>
<CAPTION>
Year Ended December 30, 1995            United                                 
(In thousands)                          States      Europe      Elimination    Consolidation 
                                       --------    --------     -----------    -------------
<S>                                    <C>         <C>           <C>            <C> 
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..........................   $(15,085)   $ 2,650       $     --       $(12,435)
                                       ========    =======       ========       ========
Identifiable Assets.................   $233,740    $40,017       $(23,421)      $250,336
                                       ========    =======       ========       ========
</TABLE>

<TABLE>
<CAPTION>
Year Ended December 31, 1994            United                                 
(In thousands)                          States      Europe      Elimination    Consolidation 
                                       --------    --------     -----------    -------------
<S>                                    <C>         <C>           <C>            <C> 
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.  Revenues 
generated by, and identifiable assets of, foreign operations were not 
material in 1993.










<PAGE> 52
United States export sales, which exclude revenues generated by European
operations, were made to the following geographic areas:

                         1995               1994               1993  
                       --------           --------           --------
                                       (In thousands)

Europe............      $18,426            $46,878            $40,930
Other.............       31,086             27,732             15,588
                        -------            -------           --------
                        $49,512            $74,610            $56,518
                        =======            =======           ========















































<PAGE> 53
Item 9.
DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

     None























































<PAGE> 54
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 1995 Annual
Meeting of Stockholders to be filed within 120 days after December 30, 1995,
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> 55
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 30, 1995 and December 31,
1994 and for each of the three fiscal years in the period ended December
30, 1995.


                                                                     Page
                                                                     -----
Report of Independent Accountants...............................       36

Consolidated Balance Sheets.....................................       37

Consolidated Statements of Operations...........................       38

Consolidated Statements of Changes in Stockholders' Equity......       39
	
Consolidated Statements of Cash Flows...........................    40-41

Notes to Consolidated Financial Statements......................    42-52


(a)	2.   Financial Statement Schedules

Schedules- Years ended December 30, 1995, December 31, 1994 and January 1, 1994

VIII     -  Valuation and Qualifying Accounts and Reserves.....        59



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> 56
(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.
      **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       Stock Option Agreement, dated January 31, 1989, 
                   between the Company and Bruce M. Holland, a director 
                   of the Company. (1)
        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 as of 
                   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      Loan Agreement, dated April 30, 1993, between the Company 
                   and First National Bank in Boulder. (12)
        10.12      Lease Agreement, dated December 1, 1989, between the 
                   Company and Eastpark Associates. (4)
        10.13      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)
        10.14      Lease Agreement, dated July 2, 1990, between the Company 
                   and SBR Investments. (5)
        10.15      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)
       *10.16      Lease Agreement, dated December 9, 1991, between the 
                   Company and Eastpark Technology Center, Ltd. (7)
        10.17      Option Contract, dated December 9, 1991, between the 
                   Company and Eastpark Technology Center, Ltd. (7)
        10.18      Lease Agreement, dated May 8, 1992, between the Company 
                   and Eastpark Associates, Ltd. (8)
      **10.19      1996 Officer Bonus Plan.
        10.20      Rights Agreement, dated January 24, 1991, between the 
                   Company and The First National Bank of Boston, as Rights 
                   Agent. (2)
        


<PAGE> 57
        10.21      Amendment to the Rights Agreement, dated August 4, 1995, 
                   between the Company and The First National Bank of Boston 
                   as Rights Agent. (14)
        10.22      Vail/Steamboat 8mm Mechanical Components Supply Agreement, 
                   dated as of January 1, 1992, among Sony Corporation, Nihon 
                   Exabyte Corporation and the Company. (9)
        10.23      First Amendment of Vail/Steamboat 8mm Mechanical Components 
                   Supply Agreement, dated as of April 1, 1994. (15)
        10.24      Agreement and Plan of Reorganization By and Among Exabyte 
                   Corporation, EXB Merger Corporation, and R-Byte, Inc. (10)
        10.25      Asset Purchase Agreement dated as of February 19, 1993 By 
                   and Among Exabyte Corporation, Exabyte Acquisition 
                   Subsidiary Corporation and Everex Systems, Inc.  (11)
        10.26      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)
        10.27      Agreement for the sale and transfer of all shares in 
                   Grundig Data Scanner GmbH dated September 13, 1994. (13)
        21.1       List of Subsidiaries.
        23.0       Consent of Price Waterhouse LLP.

        *          Confidential treatment requested for parts of this 
                   agreement.
        **         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.




<PAGE> 58
(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.

(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 May 14, 1993 and incorporated herein by 
        reference.

(13)    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.

(14)    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.

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

(16)    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.



(b)     Reports on Form 8-K

No report on Form 8-K was filed during the fiscal quarter ended December 30,
     1995.



















<PAGE> 59
EXABYTE CORPORATION AND SUBSIDIARIES
Schedule VIII - Valuation and Qualifying Accounts and Reserves
(In Thousands of Dollars)
<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 January 1, 1994:
  Allowance for Doubtful Accounts        $  725      $ 353        $   --        $  (243) (1)    $  835
  
  Reserves for Sales Programs                --         --         1,445            (22) (2)     1,423

  Inventory Valuation Reserves            2,980       (650)           --           (930) (4)     1,400

  Deferred Tax Valuation Allowance        2,650         --            --             --          2,650
                                         ------     ------        ------         ------         ------
                                         $6,355      $(297)       $1,445        $(1,195)        $6,308
                                         ======     ======        ======         ======         ======  
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     32,656            --        (25,647) (4)     9,769
                                         ------     ------        ------         ------         ------
                                         $7,214    $32,744        $8,635       $(31,992)       $16,601
                                         ======     ======        ======         ======         ======  


</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> 60 
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 21, 1996.

EXABYTE CORPORATION



                     By:      /s/ William L. Marriner 
                              -----------------------	
                              William  L. Marriner
                     Title:   Executive Vice President and Chief
                              Financial Officer 


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                March 21, 1996
---------------------         Board, President and
Peter D. Behrendt             Chief Executive Officer
                              (Principal Executive Officer)

/s/ William L. Marriner       Executive Vice President       March 21, 1996
-----------------------       and Chief Financial Officer 
William L. Marriner           (Principal Financial and
                              Accounting Officer)

/s/ David L. Riegel           Executive Vice President       March 21, 1996
-------------------           and Chief Operating Officer
David L. Riegel





<PAGE> 61



/s/ Bruce M. Holland          Director                       March 21, 1996
--------------------
Bruce M. Holland



/s/ James M. McCoy            Director                       March 21, 1996
------------------
James M. McCoy



/s/ Thomas E. Pardun          Director                       March 21, 1996
---------------------
Thomas E. Pardun



/s/ Mark W. Perry             Director                       March 21, 1996
-----------------
Mark W. Perry



/s/ Ralph Z. Sorenson         Director                       March 21, 1996
---------------------
Ralph Z. Sorenson



/s/ Thomas G. Washing         Director                       March 21, 1996
---------------------
Thomas G. Washing