EXHIBIT 10.32 (A)


                               PLEDGE AGREEMENT


AGREEMENT dated as of March 11, 1997 between IOMEGA CORPORATION (with its 
successors, the Borrower, and, together with any other Person which becomes 
a Grantor pursuant to Section 3(B), the Grantors and each a Grantor), 
and CITICORP USA, INC., as Security Agent (with its successors in such 
capacity, the Security Agent).


                             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, each Grantor has agreed to grant a continuing security 
interest in and to the Collateral (as hereafter defined) to secure the 
obligations of the Borrower under the Credit Agreement and the Notes issued 
pursuant thereto;

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 assigned to such term in Section 3(A).

Domestic Subsidiary means any Subsidiary which is either incorporated under 
the laws of, or has a principal place of business in, the United States or any 
State, the District of Columbia or any territory or possession of the United 
States.

Foreign Subsidiary means any Subsidiary which is not a Domestic Subsidiary.

Issuer means Iomega International S.A. and any other Subsidiary which owns 
trade receivables which, in accordance with GAAP, would be included in trade 
receivables on the consolidated balance sheet of the Borrower and its 
Consolidated Subsidiaries; provided that the Borrower may, by notice to the 
Security Agent, exclude from this definition any Subsidiary so long as such 
Subsidiary, together with all other Subsidiaries so excluded, at no time owns 
more than 5% of the consolidated trade receivables, less allowance for 
doubtful accounts, of the Borrower and its Consolidated Subsidiaries.

Pledged Stock means (i) the Subsidiary Shares and (ii) any other capital stock 
required to be pledged to the Security Agent pursuant to Section 3(B).

Secured Obligations means (i) all principal of and interest on any loan under, 
or any Note issued pursuant to, the Credit Agreement, (ii) all other amounts 
payable by any Grantor hereunder or under the Credit Agreement and (iii) 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 any Grantor; provided that, for 
the purposes of payments and allocations pursuant to Section 13 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 Bank Agents and the Banks.

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

Subsidiary Shares means the capital stock of the Issuers listed in Schedule 
I.

Unless otherwise defined herein, or unless the context otherwise requires, all 
terms used herein which are defined in the New York Uniform Commercial Code as 
in effect on the date hereof shall have the meanings therein stated.

SECTION 2.  Representations and Warranties.

Each Grantor represents and warrants as follows:

(A)  Title to Pledged Stock.  The Grantors own all of the Pledged Stock, free 
and clear of any Liens other than the Security Interests.  The Pledged Stock 
includes all of the issued and outstanding capital stock of each Issuer which 
is a Domestic Subsidiary and at least 66% of the issued and outstanding 
capital stock of each Issuer which is a Foreign Subsidiary. All of the Pledged 
Stock has been duly authorized and validly issued, and is fully paid and non-
assessable, and is subject to no options to purchase or similar rights of any 
Person.  No Grantor is or will become a party to or otherwise bound by any 
agreement, other than this Agreement, which restricts in any manner the rights 
of any present or future holder of any of the Pledged Stock with respect 
thereto.

(B)  Validity, Perfection and Priority of Security Interests.  Upon the 
delivery of the certificates representing the Pledged Stock to the Security 
Agent in accordance with Section 4 hereof, the Security Agent will have valid 
and perfected security interests in the Collateral subject to no prior Lien.  
No registration, recordation or filing with any governmental body, agency or 
official is required in connection with the execution or delivery of this 
Agreement or necessary for the validity or enforceability hereof or for the 
perfection or enforcement of the Security Interests. Neither the Borrower nor 
any of its Subsidiaries has performed or will perform any acts which might 
prevent the Security Agent from enforcing any of the terms and conditions of 
this Agreement or which would limit the Security Agent in any such 
enforcement.

(C)  UCC Filing Locations.  The chief executive office of the Borrower is 
located at its address set forth on the signature pages of the Credit 
Agreement.  Under the Uniform Commercial Code as in effect in the State in 
which such office is located, no local filing is required to perfect a 
security interest in collateral consisting of general intangibles.

SECTION 3.  The Security Interests.

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 the 
obligations of the Grantors hereunder:

(A) Each Grantor hereby assigns and pledges to and with the Security Agent for 
the benefit of the Secured Parties and grants to the Security Agent for the 
benefit of the Secured Parties security interests in the Pledged Stock, and 
all of its rights and privileges with respect to the Pledged Stock, and all 
dividends and other payments and distributions with respect thereto, and all 
proceeds of the foregoing (the Collateral).  Contemporaneously with the 
execution and delivery hereof, the Borrower is delivering the certificates 
representing the Subsidiary Shares in pledge hereunder.

(B)  In the event that any Subsidiary becomes an Issuer, or any Issuer at any 
time issues any shares of capital stock of any class to a Grantor or any other 
Subsidiary, including, without limitation, any additional or substitute 
shares, such Grantor will, or will cause such Subsidiary to take appropriate 
steps to become a Grantor hereunder (including, in connection therewith, the 
delivery by such Subsidiary Grantor of appropriate limited recourse guaranties 
of the Borrower=s obligations under the Credit Agreement and legal opinions 
and the making of appropriate representations and warranties) and to, 
immediately pledge and deposit with the Security Agent certificates 
representing all (or, if such Issuer is a Foreign Subsidiary, at least 66% 
of) such shares as additional security for the Secured Obligations.  All such 
shares constitute Pledged Stock and are subject to all provisions of this 
Agreement.

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

SECTION 4.  Delivery of Pledged Stock.

  All certificates representing Pledged Stock delivered to the Security Agent 
by the Grantors pursuant hereto shall be in suitable form for transfer by 
delivery, or shall be accompanied by duly executed instruments of transfer 
or assignment in blank, with signatures appropriately guaranteed, and 
accompanied by any required transfer tax stamps, all in form and substance 
satisfactory to the Security Agent.

SECTION 5.  Further Assurances.

(A)  Each Grantor agrees that it will, at its expense and in such manner and 
form as the Security Agent may require, execute, deliver, file and record 
any financing statement, specific assignment or other paper and take any 
other action that may be necessary or desirable, or that the Security Agent 
may request, in order to create, preserve, perfect or validate any Security 
Interest or to enable the Security Agent to exercise and enforce its rights 
hereunder with respect to any of the Collateral.  To the extent permitted by 
applicable law, each Grantor hereby authorizes the Security Agent to execute 
and file, in the name of the Borrower or otherwise, Uniform Commercial Code 
financing statements (which may be  carbon, photographic, photostatic or 
other reproductions of this Agreement or of a financing statement relating to 
this Agreement) which the Security Agent in its sole discretion may deem 
necessary or appropriate to further perfect the Security Interests.

(B) Each Grantor agrees that it will not change (i)  its name, identity or 
corporate structure in any manner or (ii) the location of its chief executive 
office unless it shall have given the Security Agent not less than 30 days' 
prior notice thereof.

SECTION 6.  Record Ownership of Pledged Stock.

The Security Agent may at any time during the continuance of a Default, in 
its sole discretion, cause any or all of the Pledged Stock to be transferred 
of record into the name of the Security Agent or its nominee.  Each Grantor 
will promptly give to the Security Agent copies of any notices or other 
communications received by it with respect to Pledged Stock registered in its 
name and the Security Agent will promptly give to the Borrower copies of any 
notices and communications received by the Security Agent with respect to 
Pledged Stock registered in the name of the Security Agent or its nominee.

SECTION 7.  Right to Receive Distributions on Collateral.

The Security Agent shall have the right to receive and, during the continuance 
of any Default, to retain as Collateral hereunder all dividends and other 
payments and distributions made upon or with respect to the Collateral, and 
each Grantor shall take all such action as the Security Agent may deem 
necessary or appropriate to give effect to such right.  All such dividends 
and other payments and distributions which are received by a Grantor shall be 
received in trust for the benefit of the Secured Parties and, if the Security 
Agent so directs during the continuance of a Default, shall be segregated from 
other funds of such Grantor and shall, forthwith upon demand by the Security 
Agent during the continuance of a Default, be paid over to the Security Agent 
as Collateral in the same form as received (with any necessary endorsement).  
After all Defaults have been cured, the Security Agent's right to retain 
dividends and other payments and distributions under this Section 7 shall 
cease and the Security Agent shall pay over to such Grantor any such 
Collateral retained by it during the continuance of a Default.  It is 
understood that prior to the occurrence of a Default, all dividends and other 
payments and distributions made upon or with respect to the Collateral shall 
be distributable to the Grantors.

SECTION 8.  Right to Vote Pledged Stock.

Unless a Default shall have occurred and be continuing, each Grantor shall 
have the right, from time to time, to vote and to give consents, ratifications 
and waivers with respect to its Pledged Stock, and the Security Agent shall, 
upon receiving a written request from such Grantor accompanied by a 
certificate signed by the principal financial officer of the Borrower stating 
that no Default has occurred and is continuing, deliver to such Grantor or as 
specified in such request such proxies, powers of attorney, consents, 
ratifications and waivers in respect of any of the Pledged Stock which is 
registered in the name of the Security Agent or its nominee as shall be 
specified in such request and be in form and substance satisfactory to the 
Security Agent.

If a Default shall have occurred and be continuing, the Security Agent shall 
have the right to the extent permitted by law and each Grantor shall take all 
such action as may be necessary or appropriate to give effect to such right, 
to vote and to give consents, ratifications and waivers, and take any other 
action with respect to any or all of the Pledged Stock with the same force and 
effect as if the Security Agent were the absolute and sole owner thereof.

SECTION 9.  General Authority.

Each Grantor hereby irrevocably appoints the Security Agent its true and 
lawful attorney, with full power of substitution, in the name of the Grantors, 
the Security Agent, the Bank Agents, the Banks or otherwise, for the sole use 
and benefit of the Secured Parties, but at the expense of such Grantor, 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 upon 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 relevant Grantor 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 Grantors agree that such notice 
constitutes reasonable notification within the meaning of Section 9-504(3) 
of the Uniform Commercial Code.

SECTION 10.  Remedies upon Event of Default.

If any Event of Default shall have occurred and be continuing, the Security 
Agent may exercise on behalf of the Secured Parties all the rights of a 
secured party under the Uniform Commercial Code (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) 
apply the cash, if any, then held by it as Collateral as specified in Section 
13 and (ii) if there shall be no such cash or if such cash shall be 
insufficient to pay all the Secured Obligations in full, sell the Collateral 
or any part thereof at public or private sale or at any broker's board or on 
any securities exchange, for cash, upon credit or for future delivery, and 
at such price or prices as the Security Agent may deem satisfactory.  Any 
Bank may be the purchaser of any or all of the Collateral so sold at any 
public sale (or, if the Collateral is of a type customarily sold in a 
recognized market or is of a type which is the subject of widely distributed 
standard price quotations, at any private sale).  The Security Agent is 
authorized, in connection with any such sale, if it deems it advisable so to 
do, (i) to restrict the prospective bidders on or purchasers of any of the 
Pledged Stock to a limited number of sophisticated investors who will 
represent and agree that they are purchasing for their own account for 
investment and not with a view to the distribution or sale of any of such 
Pledged Stock, (ii) to cause to be placed on certificates for any or all of 
the Pledged Stock or on any other securities pledged hereunder a legend to 
the effect that such security has not been registered under the Securities 
Act of 1933 and may not be disposed of in violation of the provision of said 
Act, and (iii) to impose such other limitations or conditions in connection 
with any such sale as the Security Agent deems necessary or advisable in 
order to comply with said Act or any other law.  Each Grantor 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 
absolutely and free from any claim or right of whatsoever kind, including 
any equity or right of redemption of the Grantors which may be waived, and 
each Grantor, 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 9 shall (1) in the case of a public sale, state the time 
and place fixed for such sale, (2) in the case of a sale at a broker's board 
or on a securities exchange, state the board or exchange at which such sale 
is to be made and the day on which the Collateral, or the portion thereof 
so being sold, will first be offered for sale at such board or exchange, and 
(3) 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.

SECTION 11.  Expenses.

The Grantors jointly and severally agree that they will forthwith upon demand 
pay to the Security Agent:

     (i)  the amount of any taxes which the Security Agent may have been 
required to pay by reason of the Security Interests or to free any of the 
Collateral from any Lien thereon, and

    (ii)  the amount of any and all out-of-pocket expenses, including the 
fees and disbursements of counsel and of any other experts, which the Security 
Agent may incur in connection with (w) the administration or enforcement of 
this Agreement, including such expenses as are incurred to preserve the value 
of the Collateral and the validity, perfection, rank and value of any Security 
Interest, (x) the collection, sale or other disposition of any of the 
Collateral, (y) the exercise by the Security Agent of any of the rights 
conferred upon it hereunder or (z) any Default or Event of Default.

Any such amount not paid on demand shall bear interest at the rate applicable 
to Base Rate Borrowings plus 2% and shall be an additional Secured Obligation 
hereunder.

SECTION 12.  Limitation on Duty of Security Agent in Respect of Collateral.

Beyond the exercise of reasonable care in the custody thereof, the Security 
Agent all have no duty as to any Collateral in its possession or control or 
in the possession or control of any agent 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 selected by the Security Agent in good faith.

SECTION 13.  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 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 and counsel for the Security 
Agent, and all expenses, liabilities and advances incurred or made by the 
Security Agent in connection therewith, and any other unreimbursed expenses 
for which any Secured Party is to be reimbursed pursuant to Section 9.03 of 
the Credit Agreement or Section 11 hereof and unpaid fees owing to the Bank 
Agents under the Credit Agreement;

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

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

     fourth, 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 Grantors or their 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 14.  Concerning the Security Agent.

(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 Grantors, 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 
Grantors. 

(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 Grantors) 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. 

SECTION 15.  Appointment of Co-Agents.

At any time or times, in order to comply with any legal requirement in any 
jurisdiction, the Security Agent may 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 Section 14).

SECTION 16.  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 Grantors.  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 Grantors, execute 
and deliver to the Grantors such documents as the Grantors shall reasonably 
request to evidence the termination of the Security Interests or the release 
of such Collateral, as the case may be.

SECTION 17.  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 18.  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 the Credit Agreement or this 
Agreement 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 19.  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 Grantors and their successors and assigns.

SECTION 20.  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 Grantors 
and the Security Agent with the consent of the Required Banks.

SECTION 21.  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 22.  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.


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, UT  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:





Schedule I 

Subsidiary Shares



      Issuer                              Shares of Capital Stock

Iomega International S.A.				      Capital Stock