SECURITIES AND EXCHANGE COMMISSION
                   Washington, D. C. 20549


                          FORM 10-Q


X     Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the period ended September 28, 1996.

         Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the transition period from                   to


Commission File Number 0-14016


                       MAXTOR CORPORATION
     (Exact name of registrant as specified in its charter)

Delaware                                           77-0123732
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)               Identification No.)

510 Cottonwood Drive, Milpitas, CA                    95035
(Address of principal executive offices)          (Zip Code)


                        (408) 432-1700
       Registrant's telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

    X     Yes                                       No

No shares of Common Stock and 58,208,955 shares of Series A
Preferred Stock were issued and outstanding as of November 2,
1996.

This quarterly report on Form 10-Q contains 33 pages of which
this is page number 1.

                       MAXTOR CORPORATION
                                
                            FORM 10-Q
                                
                       September 28, 1996
                                
                              INDEX
                                
                                
                                
Part  I.                                            Financial
Information                                         Page


 Item 1.              Consolidated Financial Statements

        Consolidated Statements of Operations -
          Three Months and Six Months Ended
          September 28, 1996 and September 30, 1995   3

        Consolidated Balance Sheets-
          September 28, 1996 and March 30, 1996     4-5

        Consolidated Statements of Cash Flows-
          Six Months Ended September 28, 1996
           and September 30, 1995                   6-7

        Notes to Consolidated Financial Statements 8-10


 Item 2.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations     11 - 17



Part  II. Other Information

 Item 1.  Legal Proceedings                          18



 Item 6.  Exhibits and Reports on Form 8-K           19



Signature Page                                       20





                 PART   I. FINANCIAL INFORMATION


Item 1. CONSOLIDATED FINANCIAL STATEMENTS


                                
                       MAXTOR CORPORATION
              CONSOLIDATED STATEMENTS OF OPERATIONS
                         (In thousands)
                           (Unaudited)

                          Three Months Ended  Six Months Ended
                         Sept. 28,Sept. 30, Sept. 28,Sept. 30,
                            1996    1995      1996     1995

Revenue                   $276,640 $277,312  $532,608 $586,034
Revenue from affiliates      7,859    4,094    13,229   11,266
  Total revenue            284,499  281,406   545,837  597,300

Cost of revenue            282,883  277,703   611,234  557,331
Cost of revenue from
affiliates                   7,973    3,656    13,388   10,061
  Total cost of revenue    290,856  281,359   624,622  567,392

Gross margin                (6,357)      47   (78,785)  29,908

Operating expenses:
 Research and development   30,002   21,847    58,808   44,638
 Selling, general and
 administrative             19,800   19,486    44,044   38,462
Total operating expenses    49,802   41,333   102,852   83,100

Loss from operations       (56,159) (41,286) (181,637) (53,192)

Interest expense            (6,355)  (2,511)  (11,123)  (4,331)
Interest income                296      107       585      659

Loss before income taxes   (62,218) (43,690) (192,175) (56,864)
Provision for income taxes     221      798       453    1,451
Net loss                  $(62,439)$(44,488)$(192,628)$(58,315)




                     See accompanying notes.





                       MAXTOR CORPORATION
                   CONSOLIDATED BALANCE SHEETS
              (In thousands, except share amounts)
                           (Unaudited)
                                
                                      Sept. 28,   March 30,
                                         1996        1996


ASSETS

Current assets:
  Cash and cash equivalents           $24,393      $52,794
  Accounts receivable, net of
     allowance for doubtful accounts
     of $4,963 at Sept. 28, 1996
     and $5,196 at March 30, 1996     129,376      121,818
  Accounts receivable from affiliates   6,658        4,426
  Inventories:
     Raw materials                     35,996       76,505
     Work-in-process                   15,041       37,614
     Finished goods                    32,420       41,816
                                       83,457      155,935
  Prepaid expenses and other            7,812       11,642
       Total current assets           251,696      346,615

Property, plant and equipment, at cost:
  Buildings                            29,193       24,984
  Machinery and equipment             192,116      192,115
  Furniture and fixtures               13,296       14,118
  Leasehold improvements               13,097       13,870
                                      247,702      245,087
  Less accumulated depreciation
   and amortization                  (155,047)    (156,925)
     Net property, plant and
     equipment                         92,655       88,162
  Other assets                         12,176        7,710
                                     $356,527     $442,487




                     See accompanying notes.








                       MAXTOR CORPORATION
                   CONSOLIDATED BALANCE SHEETS
              (In thousands, except share amounts)
                           (Unaudited)
                           (Continued)


                                      Sept. 28,    March 30,
                                         1996        1996


LIABILITIES AND STOCKHOLDER'S DEFICIT

Current liabilities:
  Short-term borrowings               $54,800     $110,595
  Short-term borrowings due to
    affiliate                          70,000       65,000
  Accounts payable                    109,760      160,102
  Accounts payable to affiliates        9,874        8,656
  Income taxes payable                  4,904        7,499
  Accrued payroll and payroll-
    related expenses                   18,437       16,727
  Accrued warranty                     19,565       23,751
  Accrued expenses                    103,476       18,934
  Long-term debt and capital lease
       obligations due within one
       year                               381        1,879
       Total current liabilities      391,197      413,143

Long-term debt and capital lease obligations
  due after one year                  229,095      100,181
Deferred tax liabilities                    -          300
Commitments and contingencies
Stockholder's deficit:
  Series A Preferred Stock,
       $0.01 par value, 95,000,000
       shares authorized; 58,208,955
       shares issued and outstanding
       at September 28, 1996; (no shares
       authorized, issued, or outstanding
       at March 30, 1996); liquidation
       value of $6.70 per share           582            -
  Common Stock, $0.01 par value,
       200,000,000 shares authorized;
       no shares issued or outstanding at
       September 28, 1996; (600 shares issued
       and outstanding at March 30, 1996)   -            -
  Additional paid-in capital          335,017      335,599
  Accumulated deficit                (599,364)    (406,736)
       Total stockholder's deficit   (263,765)     (71,137)
                                     $356,527     $442,487




                     See accompanying notes.






                                
                       MAXTOR CORPORATION
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In thousands)
                           (Unaudited)
                                          Six Months Ended
                                          Sept. 28, Sept. 30,
                                           1996      1995
Increase (decrease) in cash and cash equivalents
Cash flows from operating activities:
 Net loss                              $(192,628) $(58,315)
 Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation and amortization          30,367    19,322
   Reserves for lower of cost or market   33,414         -
   Loss on disposal of property, plant
     and equipment                           116        47
   Gain on sale of subsidiary             (2,385)        -
   Other                                    (242)        -
   Change in assets and liabilities:
     Accounts receivable                  27,508   (29,906)
     Accounts receivable from affiliate   (2,232)
     Net collections of accounts receivable
       sold to financing company           6,000         -
     Inventories                          44,034   (53,477)
     Prepaid expenses and other            1,266    (4,714)
     Accounts payable                    (37,844)   15,157
     Accounts payable to affiliate         1,218         -
     Income taxes payable                 (1,629)      480
     Accrued payroll and payroll-related
       expenses                            4,364     2,180
     Accrued warranty                     (3,792)   (1,059)
     Accrued expenses                      1,074     2,249
 Total adjustments                       101,237   (49,721)
 Net cash used in operating activities   (91,391) (108,036)

Cash flows from investing activities:
 Proceeds from sale of subsidiary         25,000         -
 Proceeds from maturity of short-term
   investments                                 -    11,998
 Purchase of property, plant and 
   equipment                             (36,715)  (30,105)
 Proceeds from disposal of property,
   plant and equipment                       256       133
 Other                                    (4,156)    3,288
 Net cash used in investing activities   (15,615)  (14,686)

Cash flows from financing activities:
 Net proceeds from (repayments of)
   short-term borrowings                  (49,285)  42,000
 Proceeds from borrowings under long term
   credit facility                        129,000        -
 Principal payments on long-term debt      (1,047)  (1,403)
 Principal payments under capital lease
   obligations                                (63)    (200)
 Proceeds from issuance of common stock,
  net of notes receivable, stock
   repurchases and tax benefits                 -    5,184
 Net cash provided by financing 
   activities                              78,605   45,581

Net change in cash and cash equivalents   (28,401) (77,141)
Cash and cash equivalents at beginning
of period                                  52,794   96,518
Cash and cash equivalents at end of 
period                                    $24,393  $19,377


                     See accompanying notes.


                       MAXTOR CORPORATION
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In thousands)
                           (Unaudited)
                                
                                             Six Months Ended
                                         Sept. 28,   Sept. 30,
                                            1996       1995

Supplemental disclosures of cash flow information:
 Cash paid for:
  Interest                                  $8,552    $ 237
  Income taxes                               1,747      929

Supplemental information on noncash investing and financing activities:

 Capital lease obligations                 $   156    $ 121
 Purchase of property, plant & equipment
  financed by accounts payable               8,522    4,072

 Exchange of Common Stock for Series A
   Preferred Stock                             582        -





                       MAXTOR CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)

1.   Consolidated financial statements

The  accompanying unaudited consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q and
do  not  include all of the information and footnotes required  by
generally  accepted  accounting principles for complete  financial
statements.   The  consolidated financial statements  include  the
accounts  of  Maxtor Corporation (Maxtor or the Company)  and  its
wholly-owned    subsidiaries.    All   significant    intercompany
transactions  have  been  eliminated  in  consolidation.    Maxtor
Corporation  operates  as  a wholly-owned  subsidiary  of  Hyundai
Electronics  America (HEA).  Accordingly, no  earnings  per  share
information  is disclosed.  All adjustments of a normal  recurring
nature  which, in the opinion of management, are necessary  for  a
fair  statement of the results for the interim periods  have  been
made.  It is recommended that the interim financial statements  be
read  in  conjunction  with the Company's  consolidated  financial
statements and notes thereto for the fiscal year ended  March  30,
1996.   Interim  results  are not necessarily  indicative  of  the
operating  results expected for later quarters or the full  fiscal
year.   Balance sheet amounts at March 30, 1996 were derived  from
the  audited  financial statements for the year  ended  March  30,
1996.

On July 26, 1996, the Company filed Form 8-K with the Securities
and Exchange Commission (SEC) to change its fiscal year end to be
consistent with the year end of HEA.  The fiscal year end changed
from the last Saturday of March to the last Saturday of December
conforming to its 52/53-week year methodology.  For calendar year
1996, the fiscal year will end on December 28.  The fiscal nine-
month period ending December 28, 1996 will comprise 39 weeks,
three 13-week quarters.  The fiscal year ended March 30, 1996
comprised 53 weeks, as the quarter ended July 1, 1995 included 14
weeks.  All other quarters comprised 13 weeks.


2.   Financing facilities

On  August  31,  1995,  the  Company established  a  $100  million
unsecured,  revolving line of credit through  Citibank,  N.A.  and
syndicated  among  ten  banks, which  was  guaranteed  by  Hyundai
Electronics  Industries Co., Ltd. (HEI), the majority  shareholder
of HEA.  All outstanding principal and interest was paid on August
29, 1996, terminating this facility.

On March 30, 1996, the Company entered into an accounts receivable
securitization program with Citicorp Securities, Inc.  Under  this
program,  the Company can sell up to $100 million of its  eligible
trade  accounts  receivables on a non-recourse  basis.   The  face
amount  of  the eligible receivables are discounted based  on  the
Capital Receivables Corporation commercial paper rate (5.26% as of
September  28,  1996)  plus commission and is  subject  to  a  10%
retention.   As of September 28, 1996, $49.3 million in  sales  of
accounts  receivable whereby proceeds had not  yet  been  received
were  included  in  accounts  receivable,  and  $55.3  million  in
collections of accounts receivable not yet remitted were  included
in accrued expenses.

On January 31, 1996, the Company signed a one year credit facility
in  the  amount of $13.8 million to be used for capital  equipment
requirements at the Singapore facility which bears interest  at  a
rate based on the LIBOR plus 0.8 percent.  This credit facility is
guaranteed  by  HEI and all outstanding amounts of  principal  and
accrued interest are due and payable on February 2, 1997.   As  of
September  28,  1996, borrowings under this facility  amounted  to
$13.8 million.

On   April   10,  1996,  the  Company  obtained  a  $100   million
intercompany line of credit from HEA.  This line of credit  allows
for  draw  downs  up  to  $100 million  and  interest  is  payable
quarterly  at a rate per annum of 0.1 percent above HEA's  average
monthly  cost of borrowing.  All outstanding amounts of  principal
and accrued interest are due and payable on April 10, 1997.  As of
September  28,  1996, $70 million was outstanding.  The  Company's
intention is to retire this line of credit by December 28, 1996.
On  July  31,  1996,  the Company obtained a  $35  million  credit
facility from HEA.  This facility was primarily used for operating
purposes  and bore interest at a rate based on the LIBOR plus  0.7
percent.   All  outstanding  amounts  of  principle  and   accrued
interest were due and payable on December 31, 1996.  On August 30,
1996,  all  outstanding  principal and  interest  was  paid.   The
Company does not intend to borrow any additional funds under  this
facility.

On  August  29,  1996,  the  Company  established  two  unsecured,
revolving  lines of credit totaling $215 million (the  Facilities)
through  Citibank, N. A. and syndicated among fifteen banks.   The
Facilities  are guaranteed by HEI.  $86 million of the  Facilities
is  a 364-day committed facility, renewable annually at the option
of  the syndicate banks.  The facility will be used primarily  for
general  operating purposes and bears interest at a rate based  on
the  LIBOR  plus  0.53  percent.  As of September  28,  1996,  $41
million  of borrowings under this line of credit were outstanding.
$129  million of the Facilities is a three year committed facility
that  will  also be used primarily for general operating  purposes
and bears interest at a rate based on the LIBOR plus 0.53 percent.
As  of  September 28, 1996, $129 million of borrowings under  this
line of credit were outstanding.

Under the terms of the 364-day committed facility, the Company can
seek  $35  million of additional credit extension from banks  that
are either part of the existing syndication or other banks willing
to  join  the  syndication.  The Company has decided  to  seek  an
additional  $35 million under this provision and as  of  September
28,  1996,  one  existing syndicate member had  agreed  to  a  $10
million commitment increase.


3.   Contingencies

As  part  of  the acquisition of the MiniScribe business  in  June
1990,  the Company was assigned a patent license agreement between
MiniScribe and Rodime plc (Rodime) covering patents related to 3.5-
inch disk
drives.   The  Company  believes that the  assignment  was  valid;
however,  Rodime  has taken the position that the  assignment  was
invalid  and  would  not  in  any  event  cover  3.5-inch   drives
manufactured and sold by
the  Company  before the acquisition of MiniScribe's  assets.   In
February  1993, Maxtor commenced an action for declaratory  relief
in  the  U.S.  Bankruptcy  Court in  Denver,  Colorado  seeking  a
judgment that the assignment was valid.  Rodime filed a denial and
counterclaim for patent infringement.  In April 1994, the relevant
claims  of  the  Rodime patent at issue in Rodime's  counterclaims
were declared invalid in litigation
between   Rodime   and  another  disk  drive  manufacturer.    The
litigation between the Company and Rodime was then stayed  pending
an  appeal by Rodime.  In November 1995, the Federal Circuit Court
of  Appeals affirmed the lower court decision.  In February  1996,
Rodime  filed  a  petition with the U.S. Supreme Court  requesting
review  of the Federal Circuit Court's opinion, which was  denied.
Rodime  subsequently  proposed  that  this  matter  be  dismissed.
Following  negotiations, an agreement was  reached  regarding  the
terms  of  release and dismissal among the parties.  In  September
1996, the releases were executed, and dismissal of this matter was
entered in October 1996.

In  November 1995, three separate actions (Wacholder v. Gallo,  et
al.,  Silver v. Maxtor, et al., and Barrington v. Gallo,  et  al.)
were  filed in the Court of Chancery of the State of Delaware,  in
and  for  New  Castle  County.   Each  of  the  foregoing  actions
generally  alleged  a breach of fiduciary duty  by  the  Company's
directors in connection with the offer to purchase the Company  by
Hyundai   Electronics  America  and  sought  class  certification,
preliminary  and  permanent  injunctive  relief  to  prevent   the
acquisition, and damages and attorneys' fees.  These actions  were
subsequently   consolidated  with  a  similar  California   action
(Campanella
v.  Maxtor,  et  al.).  Thereafter, following  negotiations  among
counsel  to  parties to the consolidated action, an  agreement  in
principle   for   settlement  was  reached.    A   memorandum   of
understanding was executed by the parties which provided  that  in
exchange  for  certain  additional disclosures  to  the  Company's
shareholders regarding the circumstances of the tender offer,  the
foregoing  actions  would  be settled, subject  to  completion  of
confirmatory  discovery, approval by the Court  of  Chancery,  and
payment by the Company of plaintiffs' counsel fees and costs in an
amount  not  to  exceed $315,000.  Following agreement  among  the
parties  on  the final terms of settlement and completion  of  the
actions  contemplated thereby, settlement documents were submitted
to  the  Court  of  Chancery.   In  August,  the  Court  issued  a
Scheduling  Order  which set a hearing date of October  22,  1996.
Within  30  days of the Order, the Company caused to be mailed  to
each  member of the settlement class (as defined by the  terms  of
settlement)  a  "Notice  of  Pendency of  Class  Action,  Proposed
Settlement   of   Class  Action  and  Settlement  Hearing."    The
Settlement  Hearing was held as scheduled, and an order  approving
the terms of settlement was entered on October 23, 1996.  If there
is  no  appeal by dissenters within a 30-day period, the  Delaware
order  will become final on November 23, 1996.  The Company  plans
to  file  a  motion to dismiss the Campanella action in California
court.   Within  five  days of such dismissal,  the  Company  will
effect payment to plaintiffs' counsel.

In  March  1996,  a pro se complaint was filed in U.  S.  District
Court  for  the  Southern District of New York  by  Morton  Berman
(Berman  v.  Maxtor  Corporation, et al.).  The complaint  alleged
certain claims arising out of violation  of  U.S.  Securities law, 
Racketeer Influenced  Corrupt Organization  Act  of  1970, and 
common law  doctrines  of  fraud, negligence  and negligent 
misrepresentation, against  the  Company and  several former and 
current executive officers of the Company.  In  April 1996, a 
motion for dismissal was filed on behalf of  the Company  and  the  
other defendants.  In June 1996,  Berman  filed papers opposing 
the motion and the Company replied.  Also in  June 1996, Berman 
filed a motion to amend his complaint and the Company opposed the
motion, requesting that the court defer adjudication of Berman's  
motion  to amend until it ruled upon  the  Company's motion  to  
dismiss. In September 1996, the Court denied  Berman's motion  to 
amend his complaint and granted the Company's  motion.  An order 
dismissing Berman's claims was entered on September  27, 1996  
and became final on October 27, following expiration of  the
30-day appeal period.

Certain  other claims, including other patent infringement claims,
against  the  Company have arisen in the course of  its  business.
There  is presently no litigation involving such claims,  and  the
Company  believes  the  outcome of these claims,  and  the  claims
described above, will not have a material adverse effect, if  any,
on the Company's financial position, results of operations or cash
flows.


4.   Subsequent Event

As  of October 18, 1996, the Company had arranged to obtain a  $10
million  uncommitted, unsecured credit facility  from  the  Seoul,
Korea branch of Banque Paribas bearing interest at a rate based on
the  LIBOR  plus 0.5 percent.  The full amount of  this  line  was
drawn  on  October 31, 1996.  This line is guaranteed by  HEI  and
will be used primarily to meet working capital needs.
This  report includes a number of forward-looking statements which
reflect the Company's current views with respect to future  events
and  financial performance.  These forward-looking statements  are
subject  to  certain  risks  and  uncertainties,  including  those
discussed  in  Item 2. Management's Discussions  and  Analysis  of
Financial  Condition  and  Results of Operations,  "-General",  "-
Industry Characteristics", "-Manufacturing Characteristics," and "-
Liquidity  and Capital Resources", and elsewhere in  this  report,
that   could  cause  actual  results  to  differ  materially  from
historical  results  or those anticipated.  In  this  report,  the
words  "anticipates," "believes," "expects," "intends,"  "future,"
"will,"  "may"  and  similar expressions identify  forward-looking
statements.  Readers are cautioned not to place undue reliance  on
these forward-looking statements, which speak only as of the  date
hereof.


Item   2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The  following discussion should be read in conjunction  with  the
consolidated financial statements and notes thereto.

RESULTS OF OPERATIONS

General
The  Company is subject to the highly cyclical nature of the  disk
drive   industry.    The  industry  is  characterized   by   rapid
technological   change,  short  product   life   cycles,   intense
competition,  and significant price erosion during a product  life
cycle.    At  times,  the  industry  is  also  subject  to  excess
production  capacity and component cost pressures as a  result  of
key  component  shortages.  Specifically, with the overall  growth
experienced  by the disk drive industry in fiscal 1996  and  1995,
shortages  of certain key components for the industry occurred  in
early  1996.   Then during the quarter ended June  29,  1996,  the
industry experienced excess capacity due to a consolidation in the
industry coupled with weak market demand.  Toward the end  of  the
current  quarter, the industry experienced an increase  in  market
demand  which reduced excess capacity and inventories existing  at
the  end  of the prior quarter.  In addition to being impacted  by
these  industry factors, the Company has been less  successful  in
the  past  several years than its competitors in managing  product
transitions  and  has  been unable to bring  certain  products  to
market  in a timely and cost effective manner.  Further,  many  of
the  Company's competitors have had broader product lines than the
Company with which to compete in this environment.

As a result of the factors discussed above and others, the Company
has  incurred  operating losses during each of  the  last  fifteen
consecutive  fiscal  quarters, including  the  fourth  quarter  of
fiscal  year  1995 for which the Company reported  net  income  of
approximately $1.1 million as a result of a non-recurring gain  of
approximately $10 million from the sale of the Company's  interest
in  Maxoptix  Corporation.  Primarily as a  result  of  continuing
pricing  pressures,  product cost and time-to-market  issues  with
regard  to  certain products, the Company has not been  profitable
during 1996.

Industry Characteristics
Data  storage manufacturers continually strive for larger  storage
capacities,  higher  performance  and  lower  cost  resulting   in
shortened  product  life  cycles.   Shorter  product  life  cycles
increase  the  importance of a company's ability  to  successfully
manage  product  transitions  Certain new products  introduced  by
competitors, as well as those introduced by the Company,  tend  to
displace  older  products.   The failure  to  continuously  manage
product  transitions results in a loss of new market opportunities
and  decreasing  sales  of  existing  products,  cancellation   of
products or product lines, the accumulation of obsolete and excess
inventory,  and  resulting  charges related  to  obsolete  capital
equipment.  The Company's ability to anticipate market trends  and
to  successfully  develop, manufacture  in  volume  and  sell  new
products in a timely manner and at favorable gross margins will be
important  factors affecting the Company's future results.   There
can  be  no assurance that the Company will be successful in  such
efforts.

When  competitors introduce products which offer greater capacity,
better  performance,  lower prices or  any  combination  of  these
factors,  and when the Company's new products are not  brought  to
market  on a timely basis, the selling price of its older products
generally  must  be reduced in order to compete  effectively  with
competitors'  new  products.  Also due to the  narrowness  of  the
Company's product offerings relative to its competition, any delay
in  bringing  a  product to market will have  a  more  significant
adverse  effect  on  the Company's results of  operations  than  a
similar   delay  would  have  on  its  competitors'   results   of
operations.  The Company experienced significant price erosion for
certain  products  in the first half of 1996  due  to  competitive
pricing  pressures  as competitors sold off excess  and  redundant
inventories.   In the current quarter, the Company  experienced  a
decrease  in  pricing  pressures due to  improved  market  demand,
resulting  in  decreased inventory levels from the prior  quarter.
The   Company  believes  the  industry  has  stabilized  from  the
excessive  inventory position existing at the  end  of  the  prior
quarter.   There can be no assurance that price erosion  will  not
continue to increase substantially.

Manufacturing Characteristics
The  Company's  manufacturing processes require large  volumes  of
high-quality  components  supplied  by  outside  suppliers.    The
Company periodically receives communication from vendors that they
may   be  unable  to  supply  required  volumes  of  certain   key
components.   While  the Company has qualified  and  continues  to
qualify  multiple sources for many components, it is  reliant  on,
and  will continue to be reliant on, single sources for many semi-
custom  and  custom integrated circuits and other key  components.
Generally,  the  Company does not have long-term supply  contracts
with  most  of  its  single  source vendors,  some  of  which  are
companies  with limited financial and operational  resources.   In
light  of current industry conditions, including consolidation  of
competitors and varying demand for hard disk storage products, the
Company is reassessing its requirements for volume components  and
has reduced its commitments to vendors where appropriate.

The  Company  intends  to  continue  to  pursue  qualification  of
alternative sources for single source components where  practical.
However,  the  Company believes that it will have to  continue  to
utilize leading edge components which may only be available from a
single source. The Company will continue to aggressively work with
its  vendor base to minimize its component supply exposure.  There
can  be no assurance, however, that the Company will be successful
in  such efforts or that in the future the Company's vendors  will
meet  the  Company's  needs for required volumes  of  high-quality
components in a timely and cost effective manner.

The  quality  and  yield  of  the  Company's  products  is  highly
dependent   on   the  Company's  ability  to  obtain  high-quality
components  and  sub-assemblies, and  its  internal  manufacturing
processes.  In the past, the Company's operating results have been
adversely  affected  by  production delays  and  quality  problems
resulting from its inability to obtain certain key components  and
by  the  failure  of certain components to meet requisite  quality
standards.   The Company has implemented a number of  programs  to
improve  the quality of its key components and subassemblies,  and
its  internal  manufacturing processes.  The Company continues  to
strive to improve the quality of its products and believes that it
must  continue  to  focus  on  product  quality  to  improve   its
competitive  position in the disk drive industry.  However,  there
can  be  no  assurance  that the Company  will  be  successful  in
improving or maintaining its current quality standards.



                      Three Months Ended          Six Months Ended
                      Sept. 28, Sept. 30, Sept. 28, Sept. 30,
(In millions)          1996        1995      1996      1995

Revenue                 $284.5    $281.4    $545.8    $597.3

Gross margin            $ (6.4)   $  0.0    $(78.8)   $ 29.9
     As a percentage
      of revenue         (2.2%)      0.0%   (14.4%)      5.0%

Net loss                $(62.4)   $(44.5)   $(192.6)  $(58.3)
     As a percentage
      of revenue        (21.9%)   (15.8%)    (35.3%)   (9.8%)



Revenue
Revenue for the quarter ended September 28, 1996 increased  by  1%
from  the same prior year period due to an increase in units  sold
and a slightly higher average sales price related to the shift  in
product  mix, more than offsetting the negative impact on revenues
resulting  from the sale of a majority interest in a  wholly-owned
subsidiary  occurring in June 1996.  The Company is still  feeling
the effects of pricing pressures resulting from a consolidation of
competitors.    However  demand  increased  during  the   quarter,
especially in September, as industry inventories of products which
have received market acceptance decreased.  Unit volumes increased
by 5% for the current quarter compared to prior year.  In terms of
a shift in product mix, substantially all of the Company's current
quarter unit volume comprised drives in excess of 1.0GB.

Comparing  the  current six month period with prior year,  revenue
decreased  9%  or $51.5M, primarily due to a slower market  demand
period  following  a  similar trend in the PC industry  especially
during  the  first  half  of the current  six  month  period.   In
addition,  revenue  for the six months ended  September  30,  1995
reflects  a  27-week period compared to a 26-week period  for  the
current  six  month period.  The quarter ended July  1,  1995  was
extended to realign fiscal year end periods for the 53-week fiscal
year 1996.

During  the quarter ended September 28, 1996, the Company had  two
customers  which  accounted for more than  10%  of  the  Company's
revenue.   Only one customer accounted for more than  10%  of  the
Company's  revenues for the six month period ending September  28,
1996.  During the quarter ended and the six months ended September
30,  1995,  one  customer accounted for  10%  or  greater  of  the
Company's revenue.

Gross margin
For the current quarter, gross margin was relatively comparable to
the  prior  year's period though average unit costs were  slightly
higher due to the product mix shift previously discussed.

Despite  the shift to higher capacity products, gross  margin  for
the  current six month period declined slightly compared  to  same
prior  year  period,  due to a substantial drop  in  average  unit
selling  prices  in  the first half of the period.   In  addition,
during the current six month period, the Company incurred a  $42.3
million charge for products in inventory and scheduled to be built
the  remainder of the calendar year which have market prices lower
than cost.  Of this amount, $33.4 million is reserved at September
28,  1996.  Also occurring in the period was a one-time charge  of
$6.5  million  to  consolidate certain  manufacturing  activities,
including  the closure of a headstack assembly plant  in  Thailand
and a reduction of production shifts in Singapore.

The  Company will continue its efforts to reduce its average  unit
manufacturing  costs.   However, there can be  no  assurance  that
average unit selling prices will not decline at a more rapid  rate
or  that  the Company will be successful in its efforts to improve
gross margin.  In addition, given the cyclical nature of the  disk
drive  industry  and the Company's dependence on  the  success  of
certain  products, as discussed earlier, there can be no assurance
that  the Company will be able to improve or maintain its  current
gross margin.


Operating expenses

                      Three Months Ended  Six Months Ended
                      Sept. 28, Sept. 30, Sept. 28, Sept. 30,
(In millions)          1996        1995      1996      1995

Research and development $30.0     $21.8    $58.8  $   44.6
     As a percentage
       of revenue         10.5%     7.7%     10.8%      7.5%

Selling, general and
  administrative        $ 19.8     $19.5     $44.0  $   38.5
     As a percentage
      of revenue           7.0%     6.9%      8.1%      6.4%


Research  and  development (R&D) expenses  increased  in  absolute
dollars  and as a percentage of revenue primarily as a  result  of
the Company's continued commitment to make substantial investments
in  R&D  since  the timely introduction and transition  to  volume
production  of  new products is essential to its  future  success.
Although   the  Company  has  no  technology  purchases  currently
planned,  R&D expenses may fluctuate in the future if the  Company
decides to acquire rights to new technologies.

For  the current quarter, SG&A expenses as a percentage of revenue
and  in  absolute dollars were consistent with the same period  in
the  prior  year.  The stabilization of SG&A expenses  during  the
quarter is attributed to a headcount reduction and lower marketing
and advertising costs.  Selling, general and administrative (SG&A)
expenses  as  a percentage of revenue for the current  six  months
increased  from  the  same period in the prior  year  due  to  the
decrease  in the revenue base as discussed earlier.  SG&A spending
in   absolute   dollars  increased  primarily  due  to   increased
administrative expenses for executive severances and bonuses,  and
charges  incurred  for  the relocation of the  Corporate  offices,
which  offset  the Company's ongoing efforts to reduce  costs  and
expenditures.  The Company intends to continue efforts  to  reduce
costs in future quarters, however, there can be no assurance  that
the Company will be successful in such efforts.

Interest expense and interest income

                      Three Months Ended  Six Months Ended
                      Sept. 28, Sept. 30, Sept. 28, Sept. 30,
(In millions)          1996        1995      1996      1995

Interest expense      $  6.3    $  2.5    $ 11.1     $  4.3
Interest income       $  0.3    $  0.1    $  0.6     $  0.7


Interest  expense  increased due to substantially  higher  average
borrowings on the Company's lines of credit required to  fund  the
Company's  operations.  The Company had $170 million of borrowings
outstanding  under the $215 million Citibank, N.A. facilities  and
$70  million  outstanding on the intercompany line of credit  from
HEA  as  of  September 28, 1996.  The Company expects to  maintain
higher   levels  of  borrowings  through  1997.   Interest  income
remained consistent with prior periods.


Provision for income taxes

                      Three Months Ended          Six Months Ended
                      Sept. 28, Sept. 30, Sept. 28, Sept. 30,
(In millions)          1996        1995      1996      1995

Provision for income
  taxes                $  0.2    $  0.8       $0.5      $1.5


The  provision  for  income taxes consists  primarily  of  foreign
taxes.  In June 1996, the Company sold a majority interest in  its
wholly-owned subsidiary, which had its primary operations in  Hong
Kong,  resulting  in lower foreign taxes for the current  quarter.
The  Company's effective tax rate for fiscal years March 30,  1996
and  March  25, 1995 differs from the combined federal  and  state
rates  due  to  the repatriation of foreign earnings  absorbed  by
current  year losses, and the Company's U.S. operating losses  not
providing current tax benefits, offset in part by the tax  savings
associated  with the Company's Singapore operations and  valuation
of  temporary differences.  Income from the Singapore and Thailand
operations is not taxable in Singapore or Thailand, as a result of
the Company's tax holiday in both locations.

LIQUIDITY AND CAPITAL RESOURCES

                                 September 28,
(In millions)                      1996

Cash and cash equivalents          $24.4

Short-term borrowings              $54.8

Short-term borrowings due
  to affiliate                     $70.0

Net cash used in operating
  activities                       $91.4

Net cash used in investing
  activities                       $15.6

Net cash provided by financing
  activities                       $78.6


As  of September 28, 1996, the Company's cash and cash equivalents
decreased $28.4 million due primarily to operating losses.

Net  cash  used  in operating activities during  the  current  six
months  was primarily attributable to the net loss from operations
net of non-cash depreciation and amortization, and net of a charge
for  products  in  inventory and scheduled  to  be  built  through
calendar  1996 which have market prices that are lower than  cost.
Also   contributing  to  the  decrease  in  cash  from   operating
activities is a decrease accounts payable, offset by decreases  in
accounts  receivable  and inventories.  The decrease  in  accounts
receivable is due to a decrease in revenues comparing September to
March.  The decrease in inventories is due to strong shipments  in
September coupled with an overall reduction of the Company's build
schedule.  The reduction in the Company's build schedule  combined
with  an  increase in borrowings contributed to  the  decrease  in
accounts payable.

Net  cash  used  in investing activities during  the  current  six
months  was  primarily attributable to $36.7  million  in  capital
expenditures offset by $25 million in proceeds from the sale of  a
majority  interest of a wholly-owned subsidiary.  The majority  of
the  capital  expenditures activity related to the acquisition  of
manufacturing  and engineering equipment to develop  new  products
and  enhance  the  productivity  of  the  Singapore  manufacturing
facility.  In addition, $5.1 million was advanced to a supplier to
build certain key components under a volume purchase agreement.

The  Company  entered into an agreement in June 1996, subsequently
amended  in  August  1996, with a supplier to  build  certain  key
components.   Under the terms of this agreement  as  amended,  the
Company  has agreed to advance up to $14 million to the  supplier,
by  March  31,  1997,  to finance purchases of  certain  equipment
required  to manufacture product volumes as committed  under  this
agreement.   Such advances will be repaid to the  Company  in  the
form   of  price  discounts  and  are  secured  by  the  equipment
purchased.   As of September 28, 1996, $5.1 million  was  advanced
under the agreement.

Net  cash provided by financing activities during the current  six
months  is  primarily  due  to  $170  million  in  proceeds   from
additional  credit facility borrowings, offset by  a  $95  million
paydown on a previous credit facility.

On  August  31,  1995,  the  Company established  a  $100  million
unsecured,  revolving line of credit through  Citibank,  N.A.  and
syndicated  among  ten  banks, which  was  guaranteed  by  Hyundai
Electronics  Industries Co., Ltd. (HEI), the majority  shareholder
of HEA.  All outstanding principal and interest was paid on August
29, 1996, terminating this facility.

On March 30, 1996, the Company entered into an accounts receivable
securitization program with Citicorp Securities, Inc.  Under  this
program,  the Company can sell up to $100 million of its  eligible
trade  accounts  receivables on a non-recourse  basis.   The  face
amount  of  the eligible receivables are discounted based  on  the
Capital Receivables Corporation commercial paper rate (5.26% as of
September  28,  1996)  plus commission and is  subject  to  a  10%
retention.   As of September 28, 1996, $49.3 million in  sales  of
accounts  receivable whereby proceeds had not  yet  been  received
were  included  in  accounts  receivable,  and  $55.3  million  in
collections of accounts receivable not yet remitted were  included
in accrued expenses.

On January 31, 1996, the Company signed a one year credit facility
in  the  amount of $13.8 million to be used for capital  equipment
requirements at the Singapore facility which bears interest  at  a
rate based on the LIBOR plus 0.8 percent.  This credit facility is
guaranteed  by  HEI and all outstanding amounts of  principal  and
accrued interest are due and payable on February 2, 1997.   As  of
September  28,  1996, borrowings under this facility  amounted  to
$13.8 million.

On   April   10,  1996,  the  Company  obtained  a  $100   million
intercompany line of credit from HEA.  This line of credit  allows
for  draw  downs  up  to  $100 million  and  interest  is  payable
quarterly  at a rate per annum of 0.1 percent above HEA's  average
monthly  cost of borrowing.  All outstanding amounts of  principal
and accrued interest are due and payable on April 10, 1997.  As of
September  28,  1996, $70 million was outstanding.  The  Company's
intention is to retire this line of credit by December 28, 1996.

On  July  31,  1996,  the Company obtained a  $35  million  credit
facility from HEA.  This facility was primarily used for operating
purposes  and bore interest at a rate based on the LIBOR plus  0.7
percent.   All  outstanding  amounts  of  principle  and   accrued
interest were due and payable on December 31, 1996.  On August 30,
1996,  all  outstanding  principal and  interest  was  paid.   The
Company does not intend to borrow any additional funds under  this
facility.

On  August  29,  1996,  the  Company  established  two  unsecured,
revolving  lines of credit totaling $215 million (the  Facilities)
through  Citibank, N. A. and syndicated among fifteen banks.   The
Facilities  are guaranteed by HEI.  $86 million of the  Facilities
is  a 364-day committed facility, renewable annually at the option
of  the syndicate banks.  The facility will be used primarily  for
general  operating purposes and bears interest at a rate based  on
the  LIBOR  plus  0.53  percent.  As of September  28,  1996,  $41
million  of borrowings under this line of credit were outstanding.
$129  million of the Facilities is a three year committed facility
that  will  also be used primarily for general operating  purposes
and bears interest at a rate based on the LIBOR plus 0.53 percent.
As  of  September 28, 1996, $129 million of borrowings under  this
line of credit were outstanding.

Under the terms of the 364-day committed facility, the Company can
seek  $35  million of additional credit extension from banks  that
are either part of the existing syndication or other banks willing
to  join  the  syndication.  The Company has decided  to  seek  an
additional  $35 million under this provision and as  of  September
28,  1996,  one  existing syndicate member had  agreed  to  a  $10
million commitment increase.

As  of October 18, 1996, the Company had arranged to obtain a  $10
million  uncommitted, unsecured credit facility  from  the  Seoul,
Korea branch of Banque Paribas bearing interest at a rate based on
the  LIBOR  plus 0.5 percent.  The full amount of  this  line  was
drawn  on  October 31, 1996.  This line is guaranteed by  HEI  and
will be used primarily to meet working capital needs.

As  of  November  2,  1996,  the Company  had  $283.8  million  of
borrowings  drawn on existing credit facilities.  This balance  is
comprised of $200 million on the facilities through Citibank,  $10
million  on  the Banque Paribas facility, $60 million on  the  HEA
facility,  and  $13.8 million on the Singapore  capital  equipment
loan.

The  liquidity of the Company was adversely affected during fiscal
year  ended  March 30, 1996 by significant losses from  operations
and  liquidity has been significantly reduced compared to the same
period  in  the  prior year.  In addition to the $215  million  in
credit facilities obtained during the current quarter, the Company
is  implementing  ongoing measures with  the  goal  of  decreasing
losses  from operations and thus improving liquidity.  In addition
to  attempting  to  improve  operating margins  on  product  sales
through  the  introduction  of  new  products  and  reduction   of
manufacturing  costs,  the  Company remains  focused  on  reducing
operating  expenses and improving asset management.   The  Company
believes,  however,  that  it must continue  to  make  substantial
investments in R&D since the timely introduction and transition to
volume  production  of  new products is essential  to  its  future
success.

The  Company  expects that it will require additional  sources  of
liquidity, including alternative sources of financing through 1996
and  1997.   The  Company is engaged in ongoing  discussions  with
various   parties,  including  HEI,  HEA  and  certain   financial
institutions regarding additional sources of financing,  including
an  infusion  of  equity.  The Company intends  to  terminate  its
current  credit facilities with HEA by December 28, 1996 with  the
understanding  that  new credit facilities  may  be  available  if
needed  in  1997.   While  the Company  believes  that  additional
sources  of financing will be available, there can be no assurance
that  financing will be available on terms which are favorable  to
the Company.

Subject to unforeseen changes in general business conditions,  the
Company  believes  that the combination of the measures  described
above  and other available actions, together with its balances  of
cash and cash equivalents, equipment financing and other borrowing
capabilities  (supported by HEI) will be sufficient  to  fund  the
Company's working capital and capital expenditure requirements for
the foreseeable future.



DIVIDEND POLICY

The  Company  has never paid cash dividends on its capital  stock.
The  holders  of  shares  of  Series A Preferred  Stock  shall  be
entitled,  when  and  as declared by the Board  of  Directors,  to
dividends  out of funds legally available therefor at  a  rate  of
$0.40  per  share,  per  annum  (as adjusted  to  reflect  certain
transactions), prior to the declaration, setting aside or  payment
of  any dividend to the holders of the Company's Common Stock.  No
dividend  shall be declared or set apart for payment with  respect
to  the  Common  Stock in any year, unless there shall  have  been
declared and paid (or set apart for payment) the full preferential
dividend  set forth above with respect to the Series  A  Preferred
Stock during such year.  Dividends shall not be cumulative and  no
undeclared  or  unpaid dividend shall bear  interest.   Under  the
terms  of  the  Company's credit facilities, the Company  may  not
declare  or  pay  any dividends without the prior consent  of  its
lenders.


                   PART II. OTHER  INFORMATION
                                
Item 1.  LEGAL PROCEEDINGS


As  part  of  the acquisition of the MiniScribe business  in  June
1990,  the Company was assigned a patent license agreement between
MiniScribe and Rodime plc (Rodime) covering patents related to 3.5-
inch disk
drives.   The  Company  believes that the  assignment  was  valid;
however,  Rodime  has taken the position that the  assignment  was
invalid  and  would  not  in  any  event  cover  3.5-inch   drives
manufactured and sold by
the  Company  before the acquisition of MiniScribe's  assets.   In
February  1993, Maxtor commenced an action for declaratory  relief
in  the  U.S.  Bankruptcy  Court in  Denver,  Colorado  seeking  a
judgment that the assignment was valid.  Rodime filed a denial and
counterclaim for patent infringement.  In April 1994, the relevant
claims  of  the  Rodime patent at issue in Rodime's  counterclaims
were declared invalid in litigation
between   Rodime   and  another  disk  drive  manufacturer.    The
litigation between the Company and Rodime was then stayed  pending
an  appeal by Rodime.  In November 1995, the Federal Circuit Court
of  Appeals affirmed the lower court decision.  In February  1996,
Rodime  filed  a  petition with the U.S. Supreme Court  requesting
review  of the Federal Circuit Court's opinion, which was  denied.
Rodime  subsequently  proposed  that  this  matter  be  dismissed.
Following  negotiations, an agreement was  reached  regarding  the
terms  of  release and dismissal among the parties.  In  September
1996, the releases were executed, and dismissal of this matter was
entered in October 1996.

In  November 1995, three separate actions (Wacholder v. Gallo,  et
al.,  Silver v. Maxtor, et al., and Barrington v. Gallo,  et  al.)
were  filed in the Court of Chancery of the State of Delaware,  in
and  for  New  Castle  County.   Each  of  the  foregoing  actions
generally  alleged  a breach of fiduciary duty  by  the  Company's
directors in connection with the offer to purchase the Company  by
Hyundai   Electronics  America  and  sought  class  certification,
preliminary  and  permanent  injunctive  relief  to  prevent   the
acquisition, and damages and attorneys' fees.  These actions  were
subsequently   consolidated  with  a  similar  California   action
(Campanella
v.  Maxtor,  et  al.).  Thereafter, following  negotiations  among
counsel  to  parties to the consolidated action, an  agreement  in
principle   for   settlement  was  reached.    A   memorandum   of
understanding was executed by the parties which provided  that  in
exchange  for  certain  additional disclosures  to  the  Company's
shareholders regarding the circumstances of the tender offer,  the
foregoing  actions  would  be settled, subject  to  completion  of
confirmatory  discovery, approval by the Court  of  Chancery,  and
payment by the Company of plaintiffs' counsel fees and costs in an
amount  not  to  exceed $315,000.  Following agreement  among  the
parties  on  the final terms of settlement and completion  of  the
actions  contemplated thereby, settlement documents were submitted
to  the  Court  of  Chancery.   In  August,  the  Court  issued  a
Scheduling  Order  which set a hearing date of October  22,  1996.
Within  30  days of the Order, the Company caused to be mailed  to
each  member of the settlement class (as defined by the  terms  of
settlement)  a  "Notice  of  Pendency of  Class  Action,  Proposed
Settlement   of   Class  Action  and  Settlement  Hearing."    The
Settlement  Hearing was held as scheduled, and an order  approving
the terms of settlement was entered on October 23, 1996.  If there
is  no  appeal by dissenters within a 30-day period, the  Delaware
order  will become final on November 23, 1996.  The Company  plans
to  file  a  motion to dismiss the Campanella action in California
court.   Within  five  days of such dismissal,  the  Company  will
effect payment to plaintiffs' counsel.

In  March  1996,  a pro se complaint was filed in U.  S.  District
Court  for  the  Southern District of New York  by  Morton  Berman
(Berman  v.  Maxtor  Corporation, et al.).  The complaint  alleged
certain claims arising out of
violation  of  U.S.  Securities law, Racketeer Influenced  Corrupt
Organization  Act  of  1970, and common law  doctrines  of  fraud,
negligence  and negligent misrepresentation, against  the  Company
and  several former and current executive officers of the Company.
In  April 1996, a motion for dismissal was filed on behalf of  the
Company  and  the  other defendants.  In June 1996,  Berman  filed
papers opposing the motion and the Company replied.  Also in  June
1996, Berman filed a motion to amend his complaint and the Company
opposed  the  motion, requesting that the court defer adjudication
of  Berman's  motion  to amend until it ruled upon  the  Company's
motion  to  dismiss. In September 1996, the Court denied  Berman's
motion  to  amend his complaint and granted the Company's  motion.
An  order dismissing Berman's claims was entered on September  27,
1996  and became final on October 27, following expiration of  the
30-day appeal period.


Certain  other claims, including other patent infringement claims,
against  the  Company have arisen in the course of  its  business.
There  is presently no litigation involving such claims,  and  the
Company  believes  the  outcome of these claims,  and  the  claims
described above, will not have a material adverse effect, if  any,
on the Company's financial position, results of operations or cash
flows.


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

b)Reports on Form 8-K:

  On  September 13, 1996, a current report on Form 8-K  was  filed
  by  the Registrant to report the establishment of two unsecured,
  revolving   lines  of  credit  totaling  $215  million   through
  Citibank, N. A.  and syndicated among fifteen banks.

c)Exhibits:
  See Index to Exhibits on pages 21 to 31 hereof.





                            SIGNATURE
                                

Pursuant  to  the requirements of the Securities Exchange  Act  of
1934,  the registrant has duly caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.


                                   MAXTOR CORPORATION



Date:November 12, 1996             By:/s/ Paul J. Tufano
                                      Paul J. Tufano
                                      Vice President, Finance and
                                      Chief Financial Officer





2.1       (31) Agreement and Plan
          of Merger dated November 2, 1995 between Registrant, Hyundai
          Electronics America and Hyundai Acquisition, Inc.

3.1       (6) Certificate of Incorporation

3.2       (8) Certificate of Amendment of Certificate of 
          Incorporation of Maxtor Corporation, dated
          December 23, 1987

3.3       (8) By-Laws as amended July 21, 1987

3.4       (21)Amended and Restated By-Laws of Maxtor Corporation, 
          A Delaware Company, effective February 3, 1994

3.5       (21)Restated Certificate of Incorporation of Maxtor Corporation
          effective February 3, 1994

3.6       (36)Amended and Restated Certificate of Incorporation of
          Maxtor Corporation, dated June 6, 1996

3.7       (36)Amended and Restated By-Laws, effective May 14, 1996

3.8       (37)Exchange Agreement effective June 18, 1996, between
          Maxtor Corporation and Hyundai Electronics America

4.1       (3)Form of Certificate of Shares of Registrant's Common Stock

4.2       (7)Maxtor Corporation Rights Plan

4.3       (22)Amendment to Rights Agreement between Registrant and
          the First National Bank of Boston, dated September 10, 1993

4.4       (32)Amendment No. 2 to Rights Agreement between Registrant
          and the First National Bank of Boston, dated November 2, 1995.

10.1      (1)Omnilease Corporation Master Lease Agreement No. 300362,
          dated as of January 14, 1983 and addenda thereof

10.2      (1)Lease Agreement between Orchard Investment Company No. 801,
          formerly Nelo, a California general partnership and Registrant,
          dated March 23, 1984

10.3      (1)Lease Commitment between Walter E. Heller & Company and
          Registrant, dated as of March 11, 1985

10.4      (1)Stock Purchase Agreement between Steven P. Kitrosser and
          Registrant, dated May 21, 1985

10.5      (1)Stock Purchase Agreement between James McCoy and Registrant,
          dated May 21, 1985

10.6      (1)Equipment Lease Agreement between Pacific Western
          (formerly Pacific Valley) Bank and Registrant, dated June 26, 1985

10.7      (1)Continuing Guaranty between Maxtor Singapore Limited and
          Bank of America N.T. & S.A., dated July 27, 1985

10.8      (9)Lease Agreement between John Arrillaga, Separate Property
          Trust, Richard T. Perry, Separate Property Trust and Registrant,
          dated August 27, 1986

10.9      (3)Marketing and Distribution Agreement between
          Ricoh Company, Ltd. and Registrant, dated October 14, 1986

10.10(3)  Land Lease Agreement between Housing and
          Development Board, Singapore and Maxtor
          Singapore Limited, dated December 22, 1986

10.11(3)  Indenture dated February 16, 1987

10.12(8)  Stock Bonus Plan and Cash Bonus Plan
          between Storage Dimensions, Inc. and
          Registrant dated June 15, 1987

10.13(8)  Merger Agreement between MAXSUB II,
          Inc., and Storage Dimensions, Inc. dated
          October 26, 1987

10.14(3)  1986 Outside Directors' Stock Option Plan

10.15(3)  Commitment from Union Bank to Registrant
          regarding letters of credit for the
          benefit of the officers and directors of
          the Registrant

10.16(4)  Agreement and Plan of Reorganization

10.17(9)  Revised Equipment Lease Agreement between
          Capital Associates International, Inc.
          and Registrant, dated September 28, 1988

10.18(9)  Credit Agreement between Bank of America
          National Trust and Savings Association
          and Registrant, dated October 18, 1988

10.19(9)  Equipment Lease Agreement between Pitney
          Bowes Credit Corporation and Registrant,
          dated November 2, 1988

10.20(9)  Equipment Lease Agreement between Concord
          Leasing (Asia) Pte Ltd. and Maxtor
          Singapore, Limited, dated November 16, 1988

10.21(9)  Lease Agreement between Maxtor Singapore,
          Limited and Jurong Town Corporation,
          dated November 16, 1988

10.22(9)  Lease Agreement between Greylands
          Business Park Phase II and Storage
          Dimensions, Inc., dated December 14, 1988

10.23(8)  Stock Purchase Agreement among
          Registrant, Storage Dimensions, Inc.,
          David A. Eeg, Gene E. Bowles, Jr., David
          P. Williams and David Lance Robinson

10.24(8)  Fiscal 1988 Stock Option Plan

10.25(8)  Employee Stock Purchase Plan

10.26(8)  Dual Currency Loan Agreement between Maxtor
          Singapore Limited, Maxtor Delaware, Maxtor
          California and American Express Bank
          Limited

10.27(8)  Amended and Restated Fiscal 1985 Stock
          Option Plan, including the Immediately
          Exercisable Incentive Stock Option
          Agreement and the Immediately Exercisable
          Nonqualified Stock Option Agreement

10.28(9)  Loan Agreement between Probo Pacific Pte
          Ltd. and Maxtor Singapore Limited, dated
          March 20, 1989

10.29(9)  Loan Agreement between Concord Leasing
          (Asia) Pte, Ltd. and Maxtor Singapore
          Limited, dated April 14, 1989

10.30(10) Product Discontinuance Agreement between
          Matsushita Communication Industrial Co.,
          Ltd. (MCI) and Registrant, dated August
          23, 1989

10.31(10) Equipment Lease Agreement between Capital
          Associates International, Inc. and
          Registrant, dated October 17, 1989

10.32(10) Maxoptix Corporation 1989 Stock Option Plan

10.33(9)  Forms for Promissory Note and Amended and
          Restated Promissory Note

10.34(10) Amended and Restated Credit Agreement
          between Bank of America National Trust and
          Savings Association and Registrant, dated
          January 31, 1990

10.35(10) Amendment to Lease Agreement between
          Orchard Investment Company No. 801,
          formerly Nelo, a California general
          partnership, and Registrant, dated
          February 15, 1990

10.36(10) Sublease Agreement between RACAL-VADIC, a
          Division of Racal Data Communications, Inc.
          ("Sublessor"), and Storage Dimensions, Inc.
          ("Sublessee"), dated February 16, 1990

10.37(10) Collateral Sharing and Subordination
          Agreement between Registrant and Standard
          Chartered Bank, dated April 5, 1990

10.38(10) Loan and Security Agreement between
          Registrant and MiniScribe Corporation,
          dated April 5, 1990

10.39(11) Agreement for the Sale and Purchase of
          Shares in Tratford Pte. Ltd. between the
          Registrant, MiniScribe Peripherals (Pte)
          Ltd. and certain Individuals, dated May
          8, 1990

10.40(11) Agreement for the Sale and Purchase of
          Shares in Silkmount Limited between MaxSub
          Corporation, Silkmount Limited and certain
          Individuals, dated May 18, 1990

10.41(11) Assignment of Debt between Registrant,
          MiniScribe (Hong Kong) Limited and certain
          Individuals, dated May 18, 1990

10.42(10) Asset Purchase Agreement between
          Registrant, MiniScribe Corporation and
          Standard Chartered Bank, dated May 30,
          1990

10.43(14) License Agreement with Rodime PLC, dated
          December 8, 1987 assigned to Registrant
          on June 29, 1990

10.44(14) Patent Cross License Agreement with IBM
          dated October 1, 1984 assigned to
          Registrant effective June 30, 1990

10.45(14) Lease Agreement between MiniScribe
          Corporation and 345 Partnership dated June
          6, 1990, assigned to the Registrant
          effective June 30, 1990

10.46(14) Lease Agreement between Maxtor Colorado
          and Pratt Partnership (Lot 1A), dated
          July 5, 1990

10.47(14) Lease Agreement between Maxtor Colorado
          and Pratt Partnership (Lot 1C), dated
          July 5, 1990

10.48(14) Lease Agreement between Maxtor Colorado
          and Pratt Partnership (Lot 4), dated July
          5, 1990

10.49(14) Agreement for the Purchase of Land and
          Improvements between Registrant and
          Nixdorf, dated August 16, 1990

10.50(15) Grant Agreement dated 25 October 1990
          between the Industrial Development
          Authority, Maxtor Ireland Limited and
          Registrant

10.51(12) Amendment of Agreement between
          Registrant, Maxtor Colorado, Maxtor
          California and Standard Chartered Bank,
          dated November 6, 1990

10.52(14) Guarantee for Dastek between Registrant,
          Dastek and Silicon Valley Bank, dated
          November 30, 1990

10.53(10) Judgment, William Lubliner vs. Maxtor
          Corporation, James M. McCoy, William J.
          Dobbin, B.J. Cassin, W. Charles Hazel and
          George M. Scalise

10.54(10) Settlement Agreement, William Lubliner vs.
          Maxtor Corporation, et al

10.55(10) Fiscal 1991 Profit Sharing Plan Document

10.56(10) Board of Director Compensation Approved for
          Fiscal 1991

10.57(14) Resignation Agreement and General Release
          of Claims between Alexander E. Malaccorto
          and the Registrant, dated January 11, 1991

10.58(14) Employment Agreement between James M. McCoy
          and Registrant, dated January 17, 1991

10.59(14) Resignation Agreement and General Release
          of Claims between James N. Miler and the
          Registrant, dated January 20, 1991

10.60(14) Letter Agreement between George Scalise and
          the Registrant, dated February 22, 1991

10.61(14) Resignation Agreement and General Release
          of Claims between Steven Strain and the
          Registrant, dated February 22, 1991

10.62(14) Foothill Capital Credit Facility between
          Registrant, Certain of its Subsidiaries and
          Foothill Capital Corporation, dated April
          22, 1991

10.63(14) Employment Agreement between Laurence
          Hootnick and Registrant, dated May 3, 1991

10.64(14) Employment Agreement between Roger Nordby
          and Registrant, dated May 7, 1991

10.65(14) Employment Agreement between Thomas F.
          Burniece and the Registrant, dated May 12,
          1991

10.66(15) Amendment of the Registrant's Continuing
          Guarantee in favor of Foothill Capital
          Corporation, dated July 10, 1991

10.67(15) Settlement, Resignation and General Release
          of Claims between Registrant and Taroon C.
          Kamdar, dated August 2, 1991

10.68(15) Amendment of Registrant's Continuing
          Guarantee in favor of Foothill Capital
          Corporation, dated August 9, 1991

10.69(15) Amendment No. 1 to Lease by and between
          John Arrillaga, Trustee, and Richard T.
          Peery, Trustee, and Registrant, dated
          August 23, 1991

10.70(15) Amendment of Registrant's Continuing
          Guarantee in favor of Foothill Capital
          Corporation, dated September 20, 1991

10.71(13) Amendment of Agreement between Registrant,
          Maxtor Colorado, Maxtor California and
          Standard Chartered Bank, dated December 27,
          1990, and further amended July 26, 1991 and
          October 4, 1991

10.72(15) Lease Agreement between Registrant and
          Devcon Associates 31, dated December 6,
          1991

10.73(15) Deed of Partial Discharge and Release
          between Barclays Bank PLC and Maxtor
          Singapore Limited, dated December 19, 1991

10.74(15) Agreement for Purchase and Sale of Assets
          among Registrant, Read-Rite International,
          Read-Rite Corporation and Maxtor Singapore
          Limited, dated November 14, 1991, and
          amended December 20, 1991

10.75(15) Asset Purchase Agreement among Registrant,
          Storage Dimensions, Inc. and USD
          Acquisition, Inc., dated December 27, 1991

10.76(15) Resignation Agreement and General Release
          of Claims between Registrant and David S.
          Dury, dated January 31, 1992

10.77(15) Sublease between Registrant and Hauser
          Chemical Research, Inc., dated March 23,
          1992

10.78(15) First Amendment to Lease Agreement between
          PCA San Jose Associates and Registrant,
          dated March 25, 1992

10.79(15) Asset Purchase Agreement among Registrant,
          Maxtor Singapore LTD., and Sequel, Inc.,
          dated March 12, 1992, and amended March 25,
          1992

10.80(5)  Fiscal 1992 Stock Option Plan

10.81(15) Form of Indemnity Agreement between the
          Registrant and each of its Directors and
          Executive Officers

10.82(15) Maxtor/Sequel 8K/Panther Subcontract
          Manufacturing and Warranty Services
          Agreement, dated March 23, 1992

10.83(15) Maxtor Corporation 1992 Employee Stock
          Purchase Plan

10.84(15) Maxtor Corporation 1991 Employee Stock
          Purchase Plan

10.85(15) Maxtor Corporation FY'93 Incentive Plan
          Summary

10.86(15) Fiscal 1992 Profit Sharing Plan Document

10.87(17) Security Agreement between Registrant and
          Chrysler Capital Corporation, dated April
          14, 1992

10.88(17) Subordination, Non-Disturbance, Estoppel
          and Attornment Agreement between Loma
          Mortgage USA, Inc. and Registrant, dated
          June 4, 1992

10.89(17) Office Lease between Cabot Associates and
          Registrant, dated July 23, 1992

10.90(17) Revolving Credit Agreement among
          Registrant, Barclays Bank PLC and The First
          National Bank of Boston, dated as of
          September 9, 1992

10.91(17) Security Agreement between Registrant and
          the CIT Group/Equipment Financing, Inc.,
          dated September 18, 1992

10.92(17) Deed of Priorities among Maxtor (Hong Kong)
          Limited, Registrant and General Electric
          Capital Corporation, dated September 25,
          1992

10.93(17) Lease among Dares Developments (Woking)
          Limited, Maxtor Europe Limited and
          Registrant, dated October 1992

10.94(16) Stock Purchase and Asset Acquisition
          Agreement among David A. Eeg, Gene E.
          Bowles, Jr., CP Acquisition, L.P. No. 4A,
          CP Acquisition, L.P. No. 4B, Capital
          Partners, Inc., FGS, Inc., Registrant,
          Storage Dimensions, Inc. and SDI
          Acquisition Corporation, dated December 4,
          1992

10.95(17) Loan and Security Agreement between
          Registrant and Household Bank, f.s.b.,
          dated December 11, 1992

10.96(17) Global Master Rental Agreement between
          Comdisco, Inc. and Registrant, dated
          December 16, 1992

10.97(17) Amendment No. 1 to Lease between Devcon
          Associates 31 and Registrant, dated
          December 21, 1992

10.98(17) Continuing Guaranty among Maxtor
          Peripherals (S) Pte., Ltd., Barclays Bank
          PLC and Registrant, dated January 26, 1993

10.99(17) Amendment No. 2 to Lease between Devcon
          Associates 31 and Registrant, dated
          February 1, 1993

10.100(17)Instrument of Resignation, Appointment and
          Acceptance among Registrant, The First
          National Bank of Boston and Bank of America
          National Trust and Savings, dated as of
          March 22, 1993

10.101(17)Waiver and First Amendment to Credit
          Agreement among Registrant, Barclays Bank
          PLC and the First National Bank of Boston,
          dated as of April 16, 1993

10.102(17)Waiver and First Amendment to Continuing
          Guaranty Among Registrant, Barclays Bank
          PLC and the Lenders dated as of April 19,
          1993

10.103(17)Security Agreement between Registrant and
          Barclays Bank PLC, dated April 16, 1993

10.104(17)Lease Agreement between Registrant and
          Pratt Partnership, dated April 30, 1993

10.105(17)Agreement for Stock Transfer Services
          between Registrant and The First National
          Bank of Boston, dated May 6, 1993

10.106(17)Maxtor Corporation CY93 Profit Sharing Plan

10.107(17)Maxtor Corporation Management Incentive
          Plan for CY93

10.108(18)Production Agreement between International
          Business Machines Corporation and
          Registrant, dated July 27, 1993 (with
          certain information deleted and indicated
          by blackout text)

10.109(19)Letter of Intent between Registrant and
          Hyundai Electronics Co., Ltd., dated August
          18, 1993

10.110(20)Financing Agreement between Registrant and
          The CIT Group/Business Credit, Inc., dated
          September 16, 1993

10.111(21)Form Letter Agreement between Registrant
          and All of Its Named Executive Officers,
          except Laurence Hootnick, dated November
          17, 1993

10.112(21)Waiver to Financing Agreement among
          Registrant and The CIT Group/Business
          Credit, Inc., dated January 12, 1994

10.113(21)Stock Purchase Agreement between Registrant
          and Hyundai Electronics Industries Co.,
          Ltd., Hyundai Heavy Industries Co., Ltd.,
          Hyundai Corporation, and Hyundai Merchant
          Marine Co., Ltd., dated September 10, 1993

10.114(22)Confidential Resignation Agreement and
          General Release of Claims between
          Registrant and Thomas F. Burniece III,
          dated February 4, 1994

10.115(22)License Agreement between Registrant and
          MiniStor Peripherals Corporation, dated
          February 23, 1994

10.116(22)Confidential Resignation Agreement and
          General Release of Claims between
          Registrant and John P. Livingston, dated
          April 8, 1994

10.117(22)Tenancy Agreement between Barinet Company
          Limited and Maxtor (Hong Kong) Limited,
          dated April 26, 1994

10.118(23)Confidential Resignation Agreement and
          General Release of Claims between
          Registrant and Laurence R. Hootnick, dated
          June 14, 1994

10.119(23)Confidential Resignation Agreement and
          General Release of Claims between
          Registrant and Mark Chandler, dated June
          28, 1994

10.120(24)Amendment No.2 to Lease between John
          Arrillaga & Richard T. Peery and Registrant,
          dated June 28, 1994

10.121(24)Amendment No. 3 to Lease between Devcon
          Associates 31 and Registrant, dated June
          28, 1994

10.122(24)Confidential Resignation Agreement and
          General Release of Claims between
          Registrant and Skip Kilsdonk, dated
          September 7, 1994

10.123(24)Confidential Resignation Agreement and
          General Release of Claims between
          Registrant and Sallee Peterson, dated
          September 23, 1994

10.124(24)Waiver to Financing Agreement among Registrant and The
          CIT Group/Business Credit, Inc., dated October 11,
          1994

10.125(24)Amendment No. 1 to Financing Agreement
          between Registrant and The CIT
          Group/Business Credit, Inc., dated October 31, 1994

10.126(27)License agreement between Registrant and
          NEC Corporation, dated October 18, 1994

10.127(27)Lease Agreement for Premises Located at
          1821 Lefthand Circle, Suite D, between
          Registrant and Pratt Land Limited Liability Company,
          dated October 19, 1994

10.128(27)Lease Agreement for Premises Located at
          1841 Lefthand Circle between Registrant
          and Pratt Land Limited Liability Company,
          dated October 19, 1994

10.129(27)Lease Agreement for Premises Located at
          1851 Lefthand Circle between Registrant
          and Pratt Land Limited Liability Company,
          dated October 19, 1994

10.130(27)Lease Agreement for Premises Located at
          2121 Miller Drive between Registrant
          and Pratt Land Limited Liability Company,
          dated October 19, 1994

10.131(27)Lease Agreement for Premises Located at
          2190 Miller Drive between Registrant
          and Pratt Land Limited Liability Company,
          dated October 19, 1994

10.132(27)Confidential Resignation Agreement and General
          Release of Claims between Registrant and Patricia M.
          Roboostoff, dated November 30, 1994

10.133(27)Stock Purchase Agreement between Registrant,
          Maxoptix Corporation and
          Kubota Electronics America Corporation,
          dated December 26, 1994

10.134(28)Confidential Resignation Agreement and General Release
          of Claims between Registrant and Larry J. Smart, dated
          February 7, 1995

10.135(28)Lease Agreement by and between 345 Partnership and
          Registrant,dated February 24, 1995

10.136(28)Lease Agreement for Premises Located at 1900 Pike Road,
          Suite A Longmont, CO, between Registrant as Tenant and
          Pratt Land Limited Liability Company as Landlord, dated
          February 24, 1995

10.137(28)Lease Agreement for Premises Located at 2040 Miller
          Drive Suite A, B, & C between Registrant as Tenant and
          Pratt Land Limited Liability Company as Landlord, dated
          February 24, 1995

10.138(28)Manufacturing and Purchase Agreement by and Between
          Registrant and Hyundai Electronics Industries Co.,
          Ltd., dated April 27, 1995(with certain information
          deleted and indicated by blank spaces)

10.139(28)Lease Agreement for Premises Located at
          2040 Miller Drive, Suites D, E, & F,
          Longmont, CO, between Registrant as Tenant and Pratt Management
          Company, LLC as Landlord

10.140(29)Memorandum of Understanding concerning
          Guarantee by Hyundai Electronics Co.,
          Ltd. of Credit Facility for Registrant, dated July 17, 1995

10.141(29)Waiver to Financing Agreement among
          Registrant and The CIT Group/Business
          Credit, Inc., dated August 2, 1995

10.142(33)Credit Agreement among Registrant and The
          Initial Lenders and the Issuing Bank and
          Citibank, N.A., dated August 31, 1995

10.143(33)The Guaranty and Recourse Agreement among
          Registrant and Hyundai Electronics
          Industries Co., Ltd., dated August 31, 1995

10.144(33)Waiver to Financing Agreement among
          Registrant and the CIT Group/Business
          Credit, Inc., and Assignment Agreement
          among  Registrant, the CIT Group/Business
          Credit, Inc., and Finova Capital
          Corporation, dated October 11, 1995.

10.145(33)Amendment to the Financing Agreement among
          Registrant and the CIT Group/Business
          Credit, Inc., dated October 17, 1995

10.146(34)First Supplemental Indenture, dated as of January 11,
          1996, between Maxtor and State Street Bank and Trust
          Company

10.147(34)Credit Agreement, dated as of December 29, 1995 between
          Maxtor Corporation and Hyundai Electronics
          America

10.148(25)Maxtor Corporation 1995 Stock Option Plan

10.149(26)Maxtor Corporation Individual Stock Option
          Agreement, dated November 8, 1994

10.150(30)Maxtor Corporation 1992 Employee Stock
          Purchase Plan and 1996 Outside Directors Stock
          Option Plan, dated October 9, 1995

10.151(36)Maxtor Corporation 1996 Stock Option Plan

10.152(36)Intercompany Loan Agreement, dated as of April
          10, 1996, between Maxtor Corporation and
          Hyundai Electronics America

10.153(36)Excerpts from the Execution Copy of
          Receivables Purchase and Sale Agreement, dated
          as of March 30, 1996, between Maxtor
          Corporation and Corporate Receivables
          Corporation and Citicorp North America,
          Incorporated

10.154(35)Recapitalization Agreement among the Company,
          International Manufacturing Services,
          Incorporated and certain investors, dated as
          of May 21, 1996

10.155(35)Redemption Agreement between Maxtor
          Corporation and International Manufacturing
          Services, Incorporated, dated as of May 21,
          1996

10.156(35)Manufacturing Services Agreement between
          Maxtor Corporation and International
          Manufacturing Services, Incorporated, dated
          June 13, 1996*

10.157(37)Credit Facility, dated as of July 31, 1996,
          between Maxtor Corporation and Hyundai
          Electronics America

10.158(38)364-Day Credit Agreement, dated August 29,
          1996, among Maxtor Corporation, Citibank,
          N.A., and Syndicate Banks

10.159(38)Credit Agreement, dated August 29, 1996, among
          Maxtor Corporation, Citibank, N.A., and
          Syndicate Banks

27
          Financial Data Schedule


*
          Confidential treatment has been requested for portions
          of this document

------------------------------------------------------------------
(1)  Incorporated by reference to exhibits to Registration
     Statement No. 2-98568 effective August 7, 1985
(2)  Incorporated by reference to exhibits to Registration
     Statement No. 33-4092 effective April 2, 1986
(3)  Incorporated by reference to exhibits to Registration
     Statement No. 33-12123 effective February 26, 1987
(4)  Incorporated by reference to exhibits to Registration
     Statement No. 33-12768 effective April 23, 1987
(5)  Incorporated by reference to exhibits to Registration
     Statement No. 33-43172 effective October 7, 1992
(6)  Incorporated by reference to exhibits to Registration
     Statement No. 33-8607 effective September 10, 1986
(7)  Incorporated by reference to exhibits of Form 8-K filed
     February 8, 1988
(8)  Incorporated by reference to exhibits to Annual Report on Form
     10-K effective June 24, 1988
(9) Incorporated by reference to exhibits to Annual Report on Form
    10-K effective June 24, 1989
(10)Incorporated by reference to exhibits to Annual Report on Form
    10-K effective June 1, 1990
(11)Incorporated by reference to exhibits of Form 8-K filed July
    13, 1990
(12)Incorporated by reference to exhibits of Form 8 filed November
    13, 1990
(13)Incorporated by reference to exhibits of Form 8 filed January
    8, 1991
(14)Incorporated by reference to exhibits to Annual Report on Form
    10-K effective July 15, 1991
(15)Incorporated by reference to exhibits to Annual Report on Form
    10-K effective June 25, 1992
(16)Incorporated by reference to exhibits of Form 8-K filed
    January 8, 1993
(17)Incorporated by reference to exhibits to Annual Report on Form
    10-K effective May 27, 1993
(18)Incorporated by reference to exhibits of Form 10-Q filed
    August 10, 1993
(19)Incorporated by reference to exhibits of Form 8-K filed August
    19, 1993
(20)Incorporated by reference to exhibits of Form 10-Q filed
    November 8, 1993
(21)Incorporated by reference to exhibits of Form 10-Q filed
    February 7, 1994
(22)Incorporated by reference to exhibits of Form 10-K filed June
    24, 1994
(23)Incorporated by reference to exhibits of Form 10-Q filed
    August 5, 1994
(24)Incorporated by reference to exhibits of Form 10-Q filed
    November 8, 1994
(25) Incorporated by reference to exhibits to Registration
     Statement No. 33-56405 effective November 10, 1994
(26) Incorporated by reference to exhibits to Registration
     Statement No. 33-56407 effective November 10, 1994
(27)Incorporated by reference to exhibits of Form 10-Q filed
    February 7, 1995
(28)Incorporated by reference to exhibits to Annual Report on Form
    10-K effective June 23, 1995
(29)Incorporated by reference to exhibits of Form 10-Q filed
    August 14, 1995
(30)Incorporated by reference to exhibits to Registration
    Statement No. 33-63295 effective October 10, 1995
(31)Incorporated by reference to exhibit III of Schedule 14D-9
    filed November 9, 1995
(32) Incorporated by reference to exhibit VI of schedule 14D-9
     filed November 9, 1995
(33)Incorporated by reference to exhibits of Form 10-Q filed
    November 14, 1996
(34)Incorporated by reference to exhibits of Form 10-Q filed
    February 14, 1996
(35)Incorporated by reference to exhibits of Form 8-K filed June
    28, 1996
(36)Incorporated by reference to exhibits of Form 10-K filed July
    1, 1996
(37)Incorporated by reference to exhibits of Form 10-Q filed
    August 13, 1996
(38)Incorporated by reference to exhibits of Form 8-K filed
    September 13, 1996