EXHIBIT 10.32 (B)


                           SECURITY AGREEMENT

AGREEMENT dated as of March 11, 1997 among  IOMEGA CORPORATION (with its 
successors, the Borrower), CITICORP USA, INC., as Security Agent (with its 
successors in such capacity, the Security Agent), and WELLS FARGO BANK, 
N.A., as agent of the Secured Parties referred to below for purposes of 
administering the Collateral Account referred to below (with its successors 
in such capacity, the Concentration Bank). 

                         W I T N E S S E T H :

WHEREAS, the Borrower, certain banks (the Banks), Citibank, N.A., as 
Administrative Agent (the Administrative Agent) and Morgan Guaranty Trust 
Company of New York, as Documentation Agent (together with the Administrative 
Agent, the Bank Agents), are parties to a Credit Agreement of even date 
herewith (as the same may be amended from time to time, the Credit Agreement);

WHEREAS, in order to induce said Banks and Bank Agents to enter into the 
Credit Agreement, the Borrower has agreed to grant a continuing security 
interest in and to the Collateral (as hereafter defined) to secure its 
obligations under the Credit Agreement and the Notes issued pursuant thereto;
and

WHEREAS, the Banks and the Bank Agents have appointed Citicorp USA, Inc., 
their Security Agent hereunder;

NOW, THEREFORE, in consideration of the premises and other good and valuable 
consideration, the receipt and sufficiency of which are hereby acknowledged, 
the parties hereto agree as follows:

SECTION 1.  Definitions.
Terms defined in the Credit Agreement and not otherwise defined herein have, 
as used herein, the respective meanings provided for therein.  The following 
additional terms, as used herein, have the following respective meanings:

Collateral has the meaning set forth in Section 3.
 
Collateral Account has the meaning set forth in Section 5. 

Instruments means all instruments, chattel paper or letters of credit (each 
as defined in the UCC) evidencing, representing, arising from or existing in 
respect of, relating to, securing or otherwise supporting the payment of, 
any of the Receivables, including (but not limited to) promissory notes, 
drafts, bills of exchange and trade acceptances evidencing, representing, 
arising from or existing in respect of, relating to, securing or otherwise 
supporting the payment of, any of the Receivables, now owned or hereafter 
acquired by the Borrower.
 
Liquid Investments has the meaning set forth in Section 5(D). 

Lockbox Banks means each bank which has signed a Lockbox Letter substantially 
in the form of Annex C hereto or has entered into the other arrangements 
described in Section 5(B). 

Perfection Certificate means a certificate substantially in the form of Annex 
A, completed and supplemented with the schedules and attachments contemplated 
thereby to the satisfaction of the Security Agent, and duly executed by the 
chief financial officer and the chief legal officer of the Borrower. 

Proceeds means all cash and other proceeds of, and all other profits or 
receipts, in whatever form, arising from the collection, sale, exchange, 
assignment or other disposition of, or realization upon, Collateral, 
including, without limitation, all claims of the Borrower against third 
parties for loss of, damage to or destruction of, or for proceeds payable 
under any Collateral, whether now existing or hereafter arising. 

Receivables means, whether now owned or hereafter acquired by the Borrower, 
(i) all accounts (as defined in Article 9-106 of the UCC) and shall also mean 
and include all accounts receivable, contract rights, chattel paper, 
instruments, general intangibles and other rights of the Borrower to receive 
a payment of money or other consideration, in each case which result from 
transactions with account debtors located in the United States or Canada or 
are evidenced by invoices or other documents issued in the name of or held 
by the Borrower in the United States or Canada, and (ii) any and all rights of 
the Borrower (x) with respect to any collateral securing any Receivable 
described in clause (i) above, (y) under any security agreement (as defined 
in the UCC) securing any Receivable described in clause (i) above or (z) 
assertable against any Person other than the related account debtor, under 
a guaranty, warranty or otherwise, in connection with any Receivable described 
in clause (i) above or any collateral securing any Receivable described in 
clause (i) above. 

Secured Obligations means (a) all principal of and interest on any Loan 
under, or any Note issued pursuant to, the Credit Agreement, (b) all other 
amounts payable by the Borrower hereunder or under the Credit Agreement and 
(c) any renewals or extensions of any of the foregoing.  The Secured 
Obligations shall include, without limitation, any interest, costs, fees and 
expenses which accrue on or with respect to any of the foregoing, whether 
before or after the commencement of any case, proceeding or other action 
relating to the bankruptcy, insolvency or reorganization of the Borrower; 
provided that, for the purposes of payments and allocations pursuant to 
Section 9 after the commencement of any case, action or other proceeding 
relating to the bankruptcy, insolvency or reorganization of the Borrower, 
each Secured Obligation shall be deemed to include interest accrued thereon 
after the commencement of such proceeding only to the extent that such 
interest is allowed in such proceeding (pursuant to Section 506(b) of the 
United States Bankruptcy Code or otherwise). 

Secured Parties means the Security Agent, the Concentration Bank, the Bank 
Agents and the Banks. 

Security Interests means the security interests in the Collateral granted 
hereunder securing the Secured Obligations. 

UCC means the Uniform Commercial Code as in effect on the date hereof in the 
State of New York; provided that if by reason of mandatory provisions of law, 
the perfection or the effect of perfection or non-perfection of any of the 
Security Interests in any Collateral is governed by the Uniform Commercial 
Code as in effect in a jurisdiction other than New York, UCC means the 
Uniform Commercial Code as in effect in such other jurisdiction for purposes 
of the provisions hereof relating to such perfection or effect of perfection 
or non-perfection. 

SECTION 2.  Representations, Warranties and Covenants.

The Borrower represents, warrants and covenants as follows:

(A)  The Borrower has good and marketable title to all of the Collateral, free 
and clear of any Liens.  The Borrower has taken all actions necessary under 
the UCC to perfect its interest in any Receivables purchased or otherwise 
acquired by it, as against its assignors and creditors of its assignors. 

(B)  The Borrower has not performed any acts which might prevent the Security 
Agent from enforcing any of the terms of this Agreement or which would limit 
the Security Agent in any such enforcement.  No registration, recordation or 
filing with any governmental body, agency or official is required in 
connection with the execution or delivery of this Agreement.  Other than 
financing statements or other similar or equivalent documents or instruments 
with respect to the Security Interests, no financing statement, mortgage, 
security agreement or similar or equivalent document or instrument covering 
all or any part of the Collateral is on file or of record in any jurisdiction 
in which such filing or recording would be effective to perfect a Lien on such 
Collateral.  No Collateral is in the possession of any Person (other than the 
Borrower) asserting any claim thereto or security interest therein, except 
that the Security Agent, the Concentration Bank  or any designee of the 
Security Agent may have possession of Collateral as contemplated hereby. 

(C) Not less than five Domestic Business Days prior to the date of the first 
Borrowing under the Credit Agreement, the Borrower will deliver the 
Perfection Certificate to the Security Agent.  The information set forth 
therein will be correct and complete as of the dates referred to therein.  
Not later than 60 days following the date of the first Borrowing, the 
Borrower will furnish to the Security Agent file search reports from each 
UCC filing office set forth in Schedule 7 to the Perfection Certificate 
confirming the filing information set forth in such Schedule. 

(D) The Security Interests constitute valid security interests under the UCC 
securing the Secured Obligations.  When UCC financing statements in the form 
specified in Schedule 6(A) to the Perfection Certificate have been filed in 
the offices specified in the Perfection Certificate, the Security Interests 
will constitute perfected security interests in the Collateral to the extent 
that a security interest therein may be perfected by filing pursuant to the 
UCC, prior to all other Liens and rights of others therein.

SECTION 3.  The Security Interests.

(A)  In order to secure the full and punctual payment of the Secured 
Obligations in accordance with the terms thereof, and to secure the 
performance of all of the obligations of the Borrower hereunder and under 
the Credit Agreement, the Borrower hereby grants to the Security Agent, for 
the ratable benefit of the Secured Parties, a continuing security interest 
in and to all of the following property of the Borrower, whether now owned 
or existing or hereafter acquired or arising and regardless of where 
located (all being collectively referred to as the Collateral):

(1)  Receivables;

(2)  Instruments;

(3)  The Collateral Account, all cash deposited therein from time to time, 
the Liquid Investments made pursuant to Section 5(D) and other monies and 
property of any kind of the Borrower in the possession or under the control 
of the Security Agent;

(4)  All books and records (including, without limitation, customer lists, 
credit files, computer programs, printouts and other computer materials and 
records) of the Borrower pertaining to any of the Collateral described in 
Clauses 1 through 3 hereof; and

(5)  All Proceeds of all or any of the Collateral described in Clauses 1 
through 4 hereof. 

(B)  The Security Interests are granted as security only and shall not subject 
the Security Agent or any other Secured Party to, or transfer or in any way 
affect or modify, any obligation or liability of the Borrower with respect to 
any of the Collateral or any transaction in connection therewith. 

SECTION 4.  Further Assurances; Covenants.

(A)  (I) The Borrower will not change (i) the location of its chief executive 
office or chief place of business or (ii) the locations where it keeps or 
holds any Collateral or any records relating to any Collateral from the 
applicable location described in the Perfection Certificate unless it shall 
have (a) given the Security Agent at least 30 days' prior notice thereof and 
(b) delivered an opinion of counsel with respect thereto in accordance with 
Section 4(J).  The Borrower shall not in any event change the location of 
any Collateral if such change would cause the Security Interests in such 
Collateral to lapse or cease to be perfected. 

(II)  The Borrower will not change its name, identity or corporate structure 
in any manner unless it shall have (i) given the Security Agent at least 30 
days' prior notice thereof and (ii) delivered an opinion of counsel with 
respect thereto in accordance with Section 4(J). 

(B)  The Borrower will, from time to time, at its expense, execute, deliver, 
file and record any statement, assignment, instrument, document, agreement 
or other paper and take any other action (including, without limitation, any 
filings of financing or continuation statements under the UCC) that from time 
to time may be necessary or desirable, or that the Security Agent may 
request, under the laws of the United States of America or Canada or any 
State, provincial or local jurisdiction located therein, in order to create, 
preserve, perfect, confirm or validate the Security Interests or to enable 
the Secured Parties to obtain the full benefits of this Agreement, or to 
enable the Security Agent to exercise and enforce any of its rights, powers 
and remedies hereunder with respect to any of the Collateral.  To the extent 
permitted by applicable law, the Borrower hereby authorizes the Security 
Agent to execute and file financing statements or continuation statements 
without the Borrower's signature appearing thereon. The Borrower agrees 
that a carbon, photographic, photostatic or other reproduction of this 
Agreement or of a financing statement is sufficient as a financing statement.  
The Borrower shall pay the costs of, or incidental to, any recording or 
filing of any financing or continuation statements concerning the Collateral.
 
(C)  If any Collateral is at any time in the possession or control of any of 
the Borrower's agents, the Borrower shall notify such agents of the Security 
Interests created hereby and to hold all such Collateral for the Security 
Agent's account subject to the Security Agent's instructions.
 
(D)  The Borrower shall keep full and accurate books and records consistent 
with GAAP relating to the Collateral, and stamp or otherwise mark such books 
and records in such manner as the Security Agent or the Required Banks may 
reasonably require in order to reflect the Security Interests. 

(E)  The Borrower will immediately deliver and pledge each Instrument to the 
Security Agent, appropriately endorsed to the Security Agent; provided that 
so long as no Event of Default shall have occurred and be continuing, the 
Borrower may retain for collection in the ordinary course any Instruments 
(other than checks and drafts constituting payments in respect of Receivables, 
as to which the provisions of Section 5(B) shall apply) received by it in the 
ordinary course of business and the Security Agent shall, promptly upon 
request of the Borrower, make appropriate arrangements for making any other 
Instrument pledged by the Borrower available to it for purposes of 
presentation, collection or renewal (any such arrangement to be effected, to 
the extent deemed appropriate to the Security Agent, against trust receipt 
or like document). 

(F)  The Borrower shall use its best efforts to cause to be collected from its 
account debtors, as and when due, any and all amounts owing under or on 
account of each Receivable and Instrument (including, without limitation, 
Receivables which are delinquent, such Receivables to be collected in 
accordance with lawful collection procedures) and shall apply forthwith upon 
receipt thereof all such amounts as are so collected to the outstanding 
balance of the related Receivable.  Subject to the rights of the Security 
Agent and the other Secured Parties hereunder if an Event of Default shall 
have occurred and be continuing, the Borrower may allow in the ordinary 
course of business as adjustments to amounts owing under its Receivables or 
Instruments (i) an extension or renewal of the time or times of payment, or 
settlement for less than the total unpaid balance, which the Borrower finds 
appropriate in accordance with sound business judgment and (ii) a refund or 
credit due as a result of returned or damaged merchandise, all in accordance 
with the Borrower's ordinary course of business consistent with its historical 
collection practices.  The costs and expenses (including, without limitation, 
attorney's fees) of collection, whether incurred by the Borrower or the 
Security Agent, shall be borne by the Borrower. 

(G) Upon the occurrence and during the continuance of any Event of Default, 
upon request of the Required Banks through the Security Agent, the Borrower 
will promptly notify (and the Borrower hereby authorizes the Security Agent 
so to notify) each account debtor in respect of any Receivable or Instrument 
that such Collateral has been assigned to the Security Agent hereunder, and 
that any payments due or to become due in respect of such Collateral are to 
be made directly to the Security Agent or its designee. 

(H)  Without the prior written consent of the Security Agent, the Borrower 
will not (a) sell, exchange, assign or otherwise dispose of any Collateral 
or (b) create, incur or suffer to exist any Lien with respect to any 
Collateral (other than the Security Interests) or with respect to any 
inventories now owned or hereafter acquired by the Borrower (other than 
Liens described in clause (g) of Section 5.09 of the Credit Agreement, so 
long as such Liens have not given rise to an Event of Default).

(I)  The Borrower will, promptly upon request, provide to the Security Agent 
all information and evidence it may reasonably request concerning the
Collateral, and in particular concerning the Receivables, to enable the 
Security Agent to enforce the provisions of this Agreement.  The Borrower 
will permit the representatives of the Security Agent to call at its places 
of business from time to time and at any reasonable time during business 
hours (such visits to be conducted so as not to disrupt the business and 
affairs of the Borrower), and, without hindrance or delay but with prior 
notice, to inspect the Collateral and, no more than once each Fiscal Year 
unless an Event of Default has occurred and is continuing, to inspect, 
audit, check and make extracts from and copies of the books, records, 
journals, orders, receipts and correspondence which relate to the Collateral 
at the Borrower's cost and expense without undue interference with the 
Borrower's operations.  The Borrower will provide each Secured Party with 
such information as to the Collateral as such Secured Party may reasonably 
request.  

(J)  Not more than six months nor less than 30 days prior to (i) each date 
on which the Borrower proposes to take any action contemplated by Section 
4(A)(I) or (II) and (ii) each anniversary of the date of the first Borrowing 
during the term of the Credit Agreement, the Borrower shall, at its cost and 
expense, cause to be delivered to the Secured Parties an opinion of counsel 
satisfactory to the Security Agent substantially in the form of Annex B 
hereto or in such other form as is reasonably acceptable to the Secured 
Parties and their counsel, to the effect that all financing statements and 
amendments or supplements thereto, continuation statements and other 
documents required to be recorded or filed in order to perfect and protect 
the Security Interests, for a period, specified in such opinion, continuing 
until a date not earlier than eighteen months from the date of such opinion, 
against all creditors of and purchasers from the Borrower have been filed 
in each filing office necessary for such purpose.  Each such opinion shall 
be accompanied by a certificate of the Borrower to the effect that all 
filing fees and taxes, if any, payable in connection with such filings have 
been paid in full. 

SECTION 5.  Collateral Account.

(A)  There is hereby established with the Concentration Bank a cash collateral 
account designated Collateral Account No. 4518099635 of Citicorp USA, Inc., 
as Security Agent under the Security Agreement dated as of March 11, 1997 
among Iomega Corporation, Citicorp USA, Inc. and Wells Fargo Bank, N.A. (the 
Collateral Account) in the name and under the control of the Security Agent 
into which there shall be deposited from time to time and as they become 
available the cash proceeds of the Collateral required to be delivered to the 
Concentration Bank or the Security Agent pursuant to subsection (B) of this 
Section 5 or any other provision of this Agreement.  Any income received by 
the Concentration Bank or the Security Agent with respect to the balance 
from time to time standing to the credit of the Collateral Account, including 
any interest or capital gains on Liquid Investments, shall remain, or be 
deposited, in the Collateral Account.  All right, title and interest in and 
to the cash amounts on deposit from time to time in the Collateral Account 
together with any Liquid Investments from time to time made pursuant to 
subsection (D) of this Section shall vest in the Security Agent, shall 
constitute part of the Collateral hereunder and shall not constitute payment 
of the Secured Obligations until applied thereto as hereinafter provided.
 
(B)  The Borrower shall instruct all account debtors and other Persons 
obligated in respect of all Receivables to make all payments in respect of 
the Receivables either (i) directly to the Concentration Bank (by electronic 
transfer to the Collateral Account or by remittance to a post office box 
which shall be in the name and under the control of the Concentration Bank) 
or (ii) to one or more other banks in any state (other than Louisiana) in 
the United States (by remittance to a post office box which shall be in the 
name and under the control of such bank) under a Lockbox Letter substantially 
in the form of Annex C hereto duly executed by the Borrower and such bank or 
under other arrangements, in form and substance satisfactory to the Security 
Agent, pursuant to which the Borrower shall have irrevocably instructed such 
other bank (and such other bank shall have agreed) to remit all proceeds of 
such payments directly to the Concentration Bank for deposit into the 
Collateral Account or as the Security Agent may otherwise instruct such bank 
(it being understood that the Security Agent may not otherwise instruct such 
bank unless an Event of Default has occurred and is continuing or the 
Concentration Bank or the Collateral Account changes).  All such payments 
made to the Concentration Bank or the Security Agent shall be deposited in 
the Collateral Account.  In addition to the foregoing, the Borrower agrees 
that if the proceeds of any Collateral hereunder (including the payments made 
in respect of Receivables) shall be received by it, the Borrower shall as 
promptly as possible deposit such proceeds into the Collateral Account.  Until 
so deposited, all such proceeds shall be held in trust by the Borrower for 
and as the property of the Secured Parties and shall not be commingled with 
any other funds or property of the Borrower. 

(C)  The balance from time to time standing to the credit of the Collateral 
Account shall, except upon the occurrence and continuation of an Event of 
Default, be distributed without set-off (except for any set-off for amounts 
owed under this Agreement or the Credit Agreement) to the Borrower upon the 
order of the Borrower.  If immediately available cash on deposit in the 
Collateral Account is not sufficient to make any distribution to the Borrower 
referred to in the previous sentence of this Section 5(C), the Security Agent 
shall liquidate as promptly as practicable Liquid Investments as required to 
obtain sufficient cash to make such distribution and, notwithstanding any 
other provision of this Section 5, such distribution shall not be made until 
such liquidation has taken place. Upon the occurrence and continuation of an 
Event of Default, the Security Agent shall, if so instructed by the Required 
Banks, apply or cause to be applied (subject to collection) any or all of the 
balance from time to time standing to the credit of the Collateral Account in 
the manner specified in Section 9. 

(D)  Amounts on deposit in the Collateral Account shall be invested and re-
invested from time to time in such Liquid Investments as the Borrower shall 
from time to time determine, which Liquid Investments shall be held in the 
name and be under the control of the Security Agent; provided that, if an 
Event of Default has occurred and is continuing, the Security Agent shall, if 
so instructed by the Required Banks, liquidate any such Liquid Investments 
and apply or cause to be applied the proceeds thereof to the payment of the 
Secured Obligations in the manner specified in Section 9.  For the purposes 
hereof, Liquid Investments means any investment in (i) direct obligations 
of the United States or any agency thereof, or obligations guaranteed by the 
United States or any agency thereof, (ii) commercial paper rated in the 
highest grade or, in the case of commercial paper issued by the Agent, in any 
investment grade, by a nationally recognized credit rating agency or (iii) 
time deposits with, including certificates of deposit issued by, the Security 
Agent or any office located in the United State of any bank or trust company 
which is organized or licensed under the laws of the United States or any 
state thereof and has capital, surplus and undivided profits aggregating at 
least $1,000,000,000; provided that (i) each Liquid Investment shall mature 
within 30 days after it is acquired by the Security Agent and (ii) in order 
to provide the Security Agent, for the benefit of the Secured Parties, with 
a perfected security interest therein, each Liquid Investment shall be either:

(a)  evidenced by negotiable certificates or instruments, or if non-negotiable 
then issued in the name of the Security Agent, which (together with any 
appropriate instruments of transfer) are delivered to, and held by, the 
Security Agent or an agent thereof (which shall not be the Borrower or any of 
its Affiliates) in the State of New York; or

(b)  in book-entry form and issued by the United States and subject to pledge 
under applicable state law and Treasury regulations and as to which (in the 
opinion of counsel to the Security Agent) appropriate measures shall have been 
taken for perfection of the Security Interests. 

SECTION 6.  General Authority.

The Borrower hereby irrevocably appoints the Security Agent its true and 
lawful attorney, with full power of substitution, in the name of the Borrower, 
the Security Agent, the Bank Agents, the Banks or otherwise, for the sole use 
and benefit of the Secured Parties, but at the Borrower's expense, to the 
extent permitted by law to exercise, at any time and from time to time while 
an Event of Default has occurred and is continuing, all or any of the 
following powers with respect to all or any of the Collateral:

(i)  to demand, sue for, collect, receive and give acquittance for any and 
all monies due or to become due thereon or by virtue thereof;

(ii)  to settle, compromise, compound, prosecute or defend any action or 
proceeding with respect thereto;

(iii)  to sell, transfer, assign or otherwise deal in or with the same or 
the proceeds or avails thereof, as fully and effectually as if the Security 
Agent were the absolute owner thereof; and

(iv)  to extend the time of payment of any or all thereof and to make any 
allowance and other adjustments with reference thereto;

provided that the Security Agent shall give the Borrower not less than ten 
days' prior notice of the time and place of any sale or other intended 
disposition of any of the Collateral except any Collateral which threatens 
to decline speedily in value or is of a type customarily sold on a recognized 
market. The Security Agent and the Borrower agree that such notice 
constitutes reasonable notification within the meaning of Section 9-504(3) 
of the UCC. 

SECTION 7.  Remedies upon Event of Default.

(A)  If any Event of Default has occurred and is continuing, the Security 
Agent may exercise on behalf of the Secured Parties all rights of a secured 
party under the UCC (whether or not in effect in the jurisdiction where such 
rights are exercised) and, in addition, the Security Agent may, without being 
required to give any notice, except as herein provided or as may be required 
by mandatory provisions of law, (i) withdraw all cash and Liquid Investments 
in the Collateral Account and apply such monies, Liquid Investments and other 
cash, if any, then held by it as Collateral as specified in Section 9 and 
(ii) if there shall be no such monies, Liquid Investments or cash or if 
such monies, Liquid Investments or cash shall be insufficient to pay all 
the Secured Obligations in full, sell the Collateral or any part thereof at 
public or private sale, for cash, upon credit or for future delivery, and 
at such price or prices as the Security Agent may deem satisfactory.  The 
Security Agent or any other Secured Party may be the purchaser of any or 
all of the Collateral so sold and thereafter hold the same, absolutely and 
free from any right or claim of any kind whatsoever.  The Borrower will 
execute and deliver such documents and take such other action as the 
Security Agent deems necessary or advisable in order that any such sale may 
be made in compliance with law.  Upon any such sale the Security Agent shall 
have the right to deliver, assign and transfer to the purchaser thereof the 
Collateral so sold.  Each purchaser at any such sale shall hold the 
Collateral so sold to it absolutely and free from any claim or right of 
any kind whatsoever, including any equity or right of redemption of the 
Borrower which may be waived, and the Borrower, to the extent permitted by 
law, hereby specifically waives all rights of redemption, stay or appraisal 
which it has or may have under any law now existing or hereafter adopted. 
The notice (if any) of such sale required by Section 6 shall (1) in the 
case of a public sale, state the time and place fixed for such sale, and 
(2) in the case of a private sale, state the day after which such sale may 
be consummated.  Any such public sale shall be held at such time or times 
within ordinary business hours and at such place or places as the Security 
Agent may fix in the notice of such sale.  At any such sale, the Collateral 
may be sold in one lot as an entirety or in separate parcels, as the 
Security Agent may determine.  The Security Agent shall not be obligated 
to make any such sale pursuant to any such notice.  The Security Agent may, 
without notice or publication, adjourn any public or private sale or cause 
the same to be adjourned from time to time by announcement at the time and 
place fixed for the sale, and such sale may be made at any time or place 
to which the same may be so adjourned.  In the case of any sale of all or 
any part of the Collateral on credit or for future delivery, the 
Collateral so sold may be retained by the Security Agent until the selling 
price is paid by the purchaser thereof, but the Security Agent shall not 
incur any liability in the case of the failure of such purchaser to take 
up and pay for the Collateral so sold and, in the case of any such failure, 
such Collateral may again be sold upon like notice.  The Security Agent, 
instead of exercising the power of sale herein conferred upon it, may 
proceed by a suit or suits at law or in equity to foreclose the Security 
Interests and sell the Collateral, or any portion thereof, under a judgment 
or decree of a court or courts of competent jurisdiction. 

(B)  For the purpose of enforcing any and all rights and remedies under this 
Agreement the Security Agent may (i) require the Borrower to, and the Borrower 
agrees that it will, at its expense and upon the request of the Security 
Agent, forthwith assemble all or any part of the Collateral as directed by 
the Security Agent and make it available at a place designated by the Security 
Agent which is, in its opinion, reasonably convenient to the Security Agent 
and the Borrower or otherwise, (ii) to the extent permitted by applicable law, 
enter, with or without process of law and without breach of the peace, any 
premise where any of the Collateral is or may be located, and without charge 
or liability to it seize and remove such Collateral from such premises and 
(iii) have access to and use the Borrower=s books and records relating to the 
Collateral.  The Security Agent may also render any or all of the Collateral 
unusable at the Borrower=s premises and may dispose of such Collateral on such 
premises without liability for rent or costs.

SECTION 8. Limitation on Duty of Security Agent in Respect of Collateral.

Beyond the exercise of reasonable care in the custody thereof, the Security 
Agent shall have no duty as to any Collateral in its possession or control or 
in the possession or control of any agent or nominee of it or any income 
thereon or as to the preservation of rights against prior parties or any other 
rights pertaining thereto.  The Security Agent shall be deemed to have 
exercised reasonable care in the custody and preservation of the Collateral 
in its possession if the Collateral is accorded treatment substantially equal 
to that which it accords its own property and shall not be liable or 
responsible for any loss or damage to any of the Collateral, or for any 
diminution in the value thereof, by reason of the act or omission of any 
agent or bailee selected by the Security Agent in good faith.

SECTION 9.  Application of Proceeds.
Upon the occurrence and during the continuance of an Event of Default, the 
proceeds of any sale of, or other realization upon, all or any part of the 
Collateral and any cash held in the Collateral Account or otherwise held by 
the Security Agent shall be applied by the Security Agent in the following 
order of priorities:

first, to payment of the expenses of such sale or other realization, including 
reasonable compensation to agents of (including, but not limited to, the 
Concentration Bank) and counsel for the Security Agent, and all expenses, 
liabilities and advances incurred or made by the Security Agent in connection 
therewith;

second, to payment of any other unreimbursed expenses for which the Security 
Agent or any Bank Agent or Bank is to be reimbursed pursuant to Section 9.03 
of the Credit Agreement or Section 11 hereof and unpaid fees owing to the 
Security Agent hereunder or to the Bank Agents under the Credit Agreement;

third, to the ratable payment of unpaid principal of the Secured Obligations;

fourth, to the ratable payment of accrued but unpaid interest on the Secured 
Obligations in accordance with the provisions of the Credit Agreement;

fifth, to the ratable payment of all other Secured Obligations, until all 
Secured Obligations shall have been paid in full; and

finally, to payment to the Borrower or its successors or assigns, or as a 
court of competent jurisdiction may direct, of any surplus then remaining 
from such proceeds. 

The Security Agent may make distributions hereunder in cash or in kind or, 
on a ratable basis, in any combination thereof. 

SECTION 10.  Concerning the Security Agent and the Concentration Bank.

(A)  The Security Agent is authorized to take all such action as is provided 
to be taken by it as Security Agent hereunder and all other action reasonably 
incidental thereto.  As to any matters not expressly provided for herein 
(including, without limitation, the timing and methods of realization upon 
the Collateral) the Security Agent shall act or refrain from acting in 
accordance with written instructions from the Required Banks or, in the 
absence of such instructions, in accordance with its discretion. 

(B) Citicorp USA, Inc. and its affiliates may accept deposits from, lend money 
to, and generally engage in any kind of business with the Borrower or any 
Subsidiary or affiliate of the Borrower as if it were not the Security Agent 
hereunder. 

(C)  The obligations of the Security Agent hereunder are only those expressly 
set forth herein.  Without limiting the generality of the foregoing, the 
Security Agent shall not be required to take any action with respect to any 
Default or Event of Default, except as expressly provided herein. 

(D)  The Security Agent may consult with legal counsel, independent public 
accountants and other experts selected by it and shall not be liable for any 
action taken or omitted to be taken by it in good faith in accordance with 
the advice of such counsel, accountants or experts. 

(E)  Neither the Security Agent nor any director, officer, agent, or employee 
of the Security Agent shall be liable for any action taken or not taken by it 
in connection herewith (i) with the consent or at the request of the Required 
Banks or (ii) in the absence of its own gross negligence or willful 
misconduct.  Neither the Security Agent, nor any of its affiliates, nor any 
of their respective directors, officers, agents or employees, shall be 
responsible for or have any duty to ascertain, inquire into or verify (i) any 
statement, warranty or representation made in connection with this Agreement; 
(ii) the performance or observance of any of the covenants or agreements of 
the Borrower; or (iii) the validity, effectiveness or genuineness of this 
Agreement or any instrument or writing furnished in connection herewith.  The 
Security Agent shall not incur any liability by acting in reliance upon any 
notice, consent, certificate, statement, or other writing (which may be a bank 
wire, telex or similar writing) believed by it to be genuine or to be signed 
by the proper party or parties  The Security Agent shall not be responsible 
for the existence, genuineness or value of any of the Collateral or for the 
validity, perfection, priority or enforceability of the Security Interests in 
any of the Collateral, whether impaired by operation of law or by reason of 
any action or omission to act on its part hereunder.  The Security Agent shall 
have no duty to ascertain or inquire as to the performance or observance of 
any of the terms of this Agreement by the Borrower. 

(F)  Each Bank shall, ratably in accordance with the amount of its Secured 
Obligations, indemnify the Security Agent (to the extent not reimbursed by the 
Borrower) against any cost, expense (including counsel fees and 
disbursements), claim, demand, action, loss or liability (except such as 
result from the Security Agent's gross negligence or willful misconduct) that 
the Security Agent may suffer or incur in connection with this Agreement or 
any action taken or omitted by the Security Agent hereunder or thereunder.
 
(G)  The Security Agent may resign at any time by giving written notice of its 
resignation to the other Secured Parties and the Borrower.  Upon any such 
resignation, the Required Banks shall have the right to appoint a successor 
Security Agent (a Successor Agent).  If no Successor Agent shall have been 
so appointed by the Required Banks, and shall have accepted such appointment, 
within 30 days after the retiring Security Agent's giving of notice of 
resignation, then the retiring Security Agent may, on behalf of the other 
Secured Parties, appoint a Successor Agent, which shall be a commercial bank 
organized under the laws of the United States of America or of any State 
thereof and having a combined capital and surplus of at least $100,000,000. 
Upon the acceptance of its appointment as Security Agent hereunder by a 
Successor Agent, such Successor Agent shall thereupon succeed to and become 
vested with all the rights and duties of the retiring Security Agent, and 
the retiring Security Agent shall be discharged from its duties and 
obligations hereunder.  After any retiring Security Agent's resignation 
hereunder as Security Agent, the provisions of this Section shall inure to 
its benefit as to any actions taken or omitted to be taken by it while it 
was Security Agent. 

(H)  The Concentration Bank is acting hereunder as the agent of the Secured 
Parties, and is entitled to the benefits of Sections 8 and 10 of this 
Agreement in respect of its activities under this Agreement to the same 
extent as if it were the Security Agent. 

(I)  The Concentration Bank may at any time, by giving written notice to 
the Security Agent and the Borrower, and shall, if requested to do so by the 
Security Agent, resign its position as the Secured Parties' agent and be 
discharged of its responsibilities hereunder, such resignation to be effective 
upon the appointment by the Security Agent, with the consent of the Borrower, 
of a successor Concentration Bank.  If no successor Concentration Bank shall 
be appointed and shall have accepted such appointment within 30 days after 
the Concentration Bank gives the aforesaid notice of resignation, the 
Security Agent may appoint a successor Concentration Bank or apply to any 
court of competent jurisdiction to appoint a successor Concentration Bank.  
Any successor Concentration Bank shall be a commercial bank organized under 
the laws of the United States of America or of any state thereof and having 
a combined capital and surplus of at least $100,000,000.  Upon the acceptance 
of its appointment as Concentration Bank hereunder by a successor 
Concentration Bank, such successor Concentration Bank shall thereupon succeed 
to and become vested with all the rights and duties of the retiring 
Concentration Bank, the Collateral Account shall be transferred to such 
successor Concentration Bank, and the retiring Concentration Bank shall be 
discharged from its duties and obligations hereunder.  After any retiring 
Concentration Bank's resignation hereunder the provisions of Sections 8 and 
10 shall inure to its benefit as to any actions taken or omitted to be taken 
by it while it was Concentration Bank. 

(J)  In order to comply with any legal requirement in any jurisdiction, the 
Security Agent may at any time appoint another bank or trust company or one 
or more other persons, either to act as co-agent or co-agents, jointly with 
the Security Agent, or to act as separate agent or agents on behalf of the 
Secured Parties with such power and authority as may be necessary for the 
effectual operation of the provisions hereof and may be specified in the 
instrument of appointment (which may, in the discretion of the Security Agent, 
include provisions for the protection of such co-agent or separate agent 
similar to the provisions of this Section 10). 

SECTION 11.  Fees and Expenses.

If the Borrower fails to comply with the provisions of the Credit Agreement 
or this Agreement, and as a result thereof, the value of any Collateral or 
the validity, perfection, rank or value of any part of the Security Interests 
is thereby diminished or potentially diminished or put at risk, the Security 
Agent, if requested by the Required Banks, may, but shall not be required to, 
effect such compliance on behalf of the Borrower, and the Borrower shall 
reimburse the Security Agent for the costs thereof on demand.  All insurance 
expenses and all expenses of protecting, storing, warehousing, appraising, 
insuring, handling, maintaining, and shipping the Collateral, any and all 
excise, property, sales, and use taxes imposed by any state, federal, or 
local authority on any of the Collateral, or in respect of periodic 
appraisals and inspections of the Collateral to the extent the same may be 
requested by the Requested Banks during the continuance of an Event of 
Default, or in respect of the sale or other disposition thereof, shall be 
borne and paid by the Borrower; and if the Borrower fails to promptly pay 
any portion thereof when due, the Security Agent or any Bank may, at its 
option, but shall not be required to, pay the same and charge the Borrower's 
account therefor, and the Borrower agrees to reimburse the Security Agent or 
such Bank therefor on demand.  All sums so paid or incurred by the Security 
Agent or any other Secured Party for any of the foregoing and any and all 
other sums for which the Borrower may become liable hereunder and all costs 
and expenses (including reasonable attorneys' fees and expenses and court 
costs) reasonably incurred by the Security Agent in enforcing or protecting 
the Security Interests or any of their rights or remedies under this 
Agreement, shall, together with interest thereon until paid at the rate 
applicable to Base Rate Borrowings plus 2%, be additional Secured Obligations 
hereunder. 

SECTION 12.  Termination of Security Interests; Release of Collateral.

Upon the repayment in full of all Secured Obligations and the termination of 
the Commitments under the Credit Agreement, the Security Interests shall 
terminate and all rights to the Collateral shall revert to the Borrower.  At 
any time and from time to time prior to such termination of the Security 
Interests, the Security Agent may release any of the Collateral with the prior 
written consent of the Required Banks; provided that prior to such 
termination, the Security Agent may release all or substantially all of the 
Collateral (as defined in the Credit Agreement) only with the consent of all 
Banks.  Upon any such termination of the Security Interests or release of 
Collateral, the Security Agent will, at the expense of the Borrower, execute 
and deliver to the Borrower such documents as the Borrower shall reasonably 
request to evidence the termination of the Security Interests or the release 
of such Collateral, as the case may be. 

SECTION 13.  Notices.

All notices hereunder shall be in writing (including telex, facsimile or 
similar writing) and shall be given to the parties hereto at their respective 
addresses, facsimile numbers or telex numbers set forth on the signature pages 
hereof or at such other addresses, facsimile numbers or telex numbers as the 
addressees may hereafter specify for such purpose by notice to the other 
parties hereto.    Each such notice, request or other communication shall be 
effective (i) if given by telex, when transmitted to the telex number referred 
to in this Section and the appropriate answerback is received, (ii) if given 
by facsimile, when transmitted to the facsimile number referred to in this 
Section and confirmation of receipt is received, (iii) if given by mail, 72 
hours after such communication is deposited in the mails with first class 
postage prepaid, addressed as aforesaid or (iv) if given by any other means, 
when delivered at the address referred to in this Section.

SECTION 14.  Waivers, Non-Exclusive Remedies.

No failure on the part of any Secured Party to exercise, and no delay in 
exercising and no course of dealing with respect to, any right under this 
Agreement shall operate as a waiver thereof; nor shall any single or partial 
exercise by such party of any right under any other Loan Document preclude 
any other or further exercise thereof or the exercise of any other right.  
The rights in this Agreement and the other Loan Documents are cumulative and 
are not exclusive of any other remedies provided by law. 

SECTION 15.  Successors and Assigns.

This Agreement is for the benefit of the Secured Parties and their successors 
and assigns, and in the event of an assignment of all or any of the Secured 
Obligations, the rights hereunder, to the extent applicable to the 
indebtedness so assigned, may be transferred with such indebtedness.  This 
Agreement shall be binding on the Borrower and its successors and assigns.
 
SECTION 16.  Changes in Writing.

Neither this Agreement nor any provision hereof may be changed, waived, 
discharged or terminated orally, but only in writing signed by the Borrower 
and the Security Agent with the consent of the Required Banks (and, if the 
rights or duties of the Concentration Bank are affected  thereby, by the 
Concentration Bank).

SECTION 17.  New York Law.

This Agreement shall be construed in accordance with and governed by the 
laws of the State of New York, except as otherwise required by mandatory 
provisions of law and except to the extent that remedies provided by the 
laws of any jurisdiction other than New York are governed by the laws of 
such jurisdiction. 

SECTION 18.  Severability.
If any provision hereof is invalid or unenforceable in any jurisdiction, then, 
to the fullest extent permitted by law, (i) the other provisions hereof shall 
remain in full force and effect in such jurisdiction and shall be liberally 
construed in favor of the Security Agent and the other Secured Parties in 
order to carry out the intentions of the parties hereto as nearly as may be 
possible; and (ii) the invalidity or unenforceability of any provision hereof 
in any jurisdiction shall not affect the validity or enforceability of such 
provision in any other jurisdiction. 


SECTION 19.  Notice of Security Interest.

By signing below, Wells Fargo Bank, N.A. acknowledges receipt of notice, 
pursuant to '9302(g)(ii) of Division 9 of the California Commercial Code, 
that Citicorp USA, Inc., as Security Agent, has a security interest in the 
Collateral Account.




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed by their respective authorized officers as of the day and year first 
above written. 


IOMEGA CORPORATION


By  /S/ ROBERT J. SIMMONS 	
Name:  ROBERT J. SIMMONS
Title:  TREASURER
Address: 1821 WEST IOMEGA WAY, ROY, UTAH  84067		Facsimile:


CITICORP USA, INC., as Security Agent


By  /S/ CAROLYN A. KEE
Name:  CAROLYN A. KEE
Title:  ATTORNEY-IN-FACT
Address: 399 PARK AVENUE, NY, NY 10043		Facsimile:



WELLS FARGO BANK, N.A., as 	Concentration Bank


By  /S/ MATHEW HARVEY
Name:  MATHEW HARVEY
Title:  VICE PRESIDENT
Address:		Facsimile:


                                                                ANNEX A



                         PERFECTION CERTIFICATE

The undersigned, the chief financial officer and chief legal officer of IOMEGA 
CORPORATION, a Delaware corporation (the Borrower), hereby certify with 
reference to the Security Agreement dated as of March 11, 1997 among the 
Borrower, Citicorp USA, Inc., as Security Agent, and Wells Fargo Bank, N.A., 
as Concentration Bank (terms defined therein being used herein as therein 
defined), to the Secured Parties as follows:

1.  Names.  (a)  The exact corporate name of the Borrower as it appears in its 
certificate of incorporation is as follows:

(b)  Set forth below is each other corporate name the Borrower has had since 
its organization, together with the date of the relevant change:

(c)  Except as set forth in Schedule 1, the Borrower has not changed its 
identity or corporate structure in any way within the past five years.* 

(d)  The following is a list of all other names (including trade names or 
similar appellations) used by the Borrower or any of its divisions or other 
business units at any time during the past five years:

2.  Current Locations.  (a)  The chief executive office of the Borrower is 
located at the following address:


Mailing Address		County	    State


(b)  The following are all the locations where the Borrower maintains any 
books or records relating to any Receivables:

                Mailing
Name		 	Address	   		County	    State




(c)  The following are all the places of business of the Borrower not 
identified above that have any connection with or relationship to the 
Receivables:
                Mailing
Name		 	Address	 		County	    State



3.  Prior Locations.  Set forth below is the information required by 
subparagraphs (a), (b) and (c) of paragraph 2 with respect to each location 
or place of business maintained by the Borrower at any time during the past 
five years:

4.  Unusual Transactions. [Except as set forth in Schedule 4,] all 
Receivables have been originated by the Borrower in the ordinary course 
of its business.
 
5.  File Search Reports.  Attached hereto as Schedule 5(A) is a true copy 
of a file search report from the Uniform Commercial Code filing officer in 
each jurisdiction identified in paragraph 2 or 3 above with respect to each 
name set forth in paragraph 1 above.  Attached hereto as Schedule 5(B) is a 
true copy of each financing statement or other filing identified in such 
file search reports. 

6.  UCC Filings.  A duly signed financing statement on Form UCC-1 in 
substantially the form of Schedule 6(A) hereto has been duly filed in the 
Uniform Commercial Code filing office in each jurisdiction identified in 
paragraph 2 hereof.  Attached hereto as Schedule 6(B) is a true copy of each 
such filing duly acknowledged by the filing officer. 

7.  Schedule of Filings.  Attached hereto as Schedule 7 is a schedule setting 
forth filing information with respect to the filings described in paragraph 6 
above. 

8.  Filing Fees.  All filing fees and taxes payable in connection with the 
filings described in paragraph 6 above have been paid. 


IN WITNESS WHEREOF, we have hereunto set our hands this	 day of March, 1997. 

____________________________
Name:
Title:


____________________________
Name:
Title:


                                                             SCHEDULE 6(A)


Description of Collateral

All accounts (including receivables, contract rights, and chattel paper), 
instruments and general intangibles pertaining to accounts and instruments, 
now owned and hereafter acquired, wherever located, and all proceeds thereof.
 



                                                             SCHEDULE 7



                      SCHEDULE OF FILINGS



Debtor Filing Officer        File Number	  Date of Filing**








                                                               ANNEX B



                          OPINION OF
                     COUNSEL FOR BORROWER
 
                           * * * *

 
1.  The Security Agreement creates valid security interests, for the benefit 
of the Secured Parties, in all the Borrower's right, title and interest in 
all Collateral to the extent the UCC is applicable thereto (the Security 
Interests).

2.  UCC financing statements [and amendments thereto] (collectively, the 
Financing Statements) have been filed in the filing offices listed in Schedule 
7 to the Perfection Certificate (the Filing Jurisdictions), which are all of 
the offices in which filings are required to perfect the Security Interests, 
to the extent the Security Interests may be perfected by filing under the UCC, 
and no further filing or recording of any document or instrument or other 
action will be required so to perfect the Security Interests, except that (i) 
continuation statements with respect to each Financing Statement must be filed 
within the respective time periods set forth on Schedule 7 to the Perfection 
Certificate; (ii) additional filings may be necessary if the Borrower changes 
its name, identity or corporate structure or the jurisdiction in which its 
places of business, its chief executive office or the Collateral are located; 
and (iii) we express no opinion on the perfection of, or need for further 
filing or recording to perfect, the Security Interests in the Collateral now 
or hereafter located in any jurisdiction other than the Filing Jurisdictions.
 
 3.  Based solely on information provided to us by ______ through the dates of 
the respective searches in each of the respective filing offices set forth in 
Schedule A hereto, there are

(i)  no UCC financing statements which name the Borrower as debtor or seller 
and cover any of the Collateral, other than the Financing Statements, listed 
in the available records in the UCC filing offices set forth in paragraphs 2 
and 3 of the Perfection Certificate, which include all of the offices 
prescribed under the UCC as the offices in which filings should have been 
made to perfect security interests in the Collateral; and

(ii) no notices of the filing of any federal tax lien (filed pursuant to 
Section 6323 of the Internal Revenue Code) or any lien of the Pension Benefit 
Guaranty Corporation (filed pursuant to Section 4068 of ERISA) covering any 
of the Collateral listed in the available records in the [office of the clerk 
of the United States district court for the judicial district of Utah], which 
is the only office having files which must be searched in order to fully 
determine the existence of notices of the filing of federal tax liens (filed 
pursuant to Section 6323 of the Internal Revenue Code) and liens of the 
Pension Benefit Guaranty Corporation (filed pursuant to Section 4068 of ERISA) 
on the Collateral. 

4.  The Security Interests validly secure the payment of all future Loans made 
by the Banks to the Borrower, whether or not at the time such Loans are made 
an Event of Default or other event not within the control of the Banks has 
relieved or may relieve the Banks of their obligations to make such Loans, and 
are perfected to the extent set forth in paragraph 7 above with respect to 
such future Loans. 




                                                                 ANNEX C


                        [FORM OF LOCKBOX LETTER]



                                           March 11, 1997



                        [Name and Address of Lockbox Bank]

     Re: Iomega Corporation

Gentlemen:

We hereby notify you that effective March 11, 1997, we have transferred 
exclusive ownership and control of our lock-box account[s] No[s].  
_________________ (the Lockbox Account[s]) [maintained with you under the 
terms of the [Lockbox Agreement] attached hereto as Exhibit A] to Citicorp 
USA, Inc., as Security Agent (the Security Agent).
 
We hereby irrevocably instruct you to make all payments to be made by you out 
of or in connection with the Lockbox Account[s] (i) to the Security Agent for 
credit to account no. ___________ maintained by Wells Fargo Bank, N.A., at 
the latter's office at ________________, or (ii) as you may otherwise be 
instructed by the Security Agent. 

We also hereby notify you that the Security Agent shall be irrevocably 
entitled to exercise any and all rights in respect of or in connection with 
the Lockbox Account[s], including, without limitation, the right to specify 
when payments are to be made out of or in connection with the Lockbox 
Account[s]. 

No funds deposited into the Lockbox Account[s] will be subject to deductions, 
set-off, banker's lien or any other right in favor of any other person than 
the Security Agent, except that you may set-off against the Lockbox Account[s] 
the face amount of any check deposited in and credited to such Lockbox 
Account[s] which is subsequently returned for any reason and fees owed with 
respect to the Lockbox Account[s].  Your compensation for providing the 
services contemplated herein shall be as mutually agreed between you and us 
from time to time and we will continue to pay such compensation. 



Please confirm your acknowledgment of and agreement to the foregoing 
instructions by signing in the space provided below. 

Very truly yours,

IOMEGA CORPORATION


By___________________________
  Title:


Acknowledged and agreed
to as of this ____ day of
March __, 1997. 

[LOCKBOX BANK]



By_________________________
  Title:


*     Changes in identity or corporate structure would include mergers, 
consolidations and acquisitions, as well as any change in the form, nature 
or jurisdiction of corporate organization.  If any such change has occurred, 
include in Schedule 1 the information required by paragraphs 1, 2 and 3 of 
this certificate as to each acquiree or constituent party to a merger or 
consolidation.  

**    Indicate lapse date, if other than fifth anniversary.