UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933



EXABYTE CORPORATION

(Exact name of registrant as specified in its charter)



|Delaware                 | 84-0988566                          
|------------------------ | ------------------------------------
|(State of Incorporation) | (I.R.S. Employer Identification No.)



1685 38th Street
Boulder, Colorado 80301

(Address of principal executive offices, including zip code)



(303) 442-4333

(Registrant's Telephone Number, including area code)



1997 NON-OFFICER STOCK OPTION PLAN

(Full title of the plan)



Stephen F. Smith
Vice President, Chief Financial OfficerExabyte Corporation
1685 38th Street
Boulder, Colorado 80301
(303) 442-4333

(Name, address, including zip code, and telephone number, including area code, of agent for service)



CALCULATION OF REGISTRATION FEE

|Title of Securities to be Registered               | Amount to be Registered | Proposed Maximum Offering Price Per Share(1) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee
|-------------------------------------------------- | ----------------------- | -------------------------------------------- | ----------------------------------------- | --------------------------
|Stock Purchase and Common Stock (par Value $.001 ) | 3,725,000               | $0.79                                        | $2,942,750                                | $735.69                   



(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h) of the Securities Act of 1933. The price per share and aggregate offering price are based upon the average of the high and low price of the Registrant's Common Stock on August 10, 2001 as reported on the Nasdaq National Market.

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.



INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8
NOS. 33-45853, 333-09279, AND 333-31384

The contents of the Registration Statement on Form S-8 Nos. 33-33414, 333-09279 and 333-31384 filed with the Securities and Exchange Commission on February 9, 1990, July 31, 1996 and March 1, 2000, respectively, are incorporated by reference herein.



|EXHIBITS      
|--------------
|              
|Exhibit Number
|              
|5.1           
|              
|23.1          
|              
|23.2          
|              
|24.1          
|              
|99.1          





SIGNATURES



THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boulder, State of Colorado, on August 14, 2001.

EXABYTE CORPORATION







|       |                                                                                                                                   
|------ | ----------------------------------------------------------------------------------------------------------------------------------
|By:    | /s/ Stephen F. Smith                                                                                                              
|Title: | Stephen F. Smith Vice President, Chief Financial Officer, General Counsel & Secretary (Principal Financial and Accounting Officer)



POWER OF ATTORNEY

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

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.





|/s/ William L. Marriner |  | Chairman of the Board, President and Chief Executive |  | August 14, 2001
|----------------------- |  | ---------------------------------------------------- |  | ---------------
|William L. Marriner     |  | Officer(Principal Executive Officer)                 |  |                





|/s/ Peter D. Behrendt |  | Director |  | August 14, 2001
|--------------------- |  | -------- |  | ---------------
|Peter D. Behrendt     |  |          |  |                





|/s/ Stephen C. Johnson |  | Director |  | August 14, 2001
|---------------------- |  | -------- |  | ---------------
|Stephen C. Johnson     |  |          |  |                





|/s/ A. Laurence Jones |  | Director |  | August 14, 2001
|--------------------- |  | -------- |  | ---------------
|A. Laurence Jones     |  |          |  |                





|/s/ Thomas E. Pardun |  | Director |  | August 14, 2001
|-------------------- |  | -------- |  | ---------------
|Thomas E. Pardun     |  |          |  |                





|/s/ Ralph Z. Sorenson |  | Director |  | August 14, 2001
|--------------------- |  | -------- |  | ---------------
|Ralph Z. Sorenson     |  |          |  |                









|INDEX TO EXHIBITS
|-----------------
|                 
|Exhibit Number   
|                 
|5.1              
|                 
|                 
|23.1             
|                 
|                 
|23.2             
|                 
|                 
|24.1             
|                 
|                 
|99.1