The CIT Group/
Business Credit
3rd Floor
300 South Grand Avenue
Los Angeles, CA 90071
Tel:  213 613-2575
Fax:  213 613-2588


                                            October 17, 1995


Maxtor Corporation
211 River Oaks Parkway
San Jose, California 95134

Gentlemen:

Reference is made to the Financing Agreement between you and The CIT
Group/Business Credit, Inc., as Agent and Lender dated September 16, 1993,
as amended from time to time (the  Financing Agreement ).  Capitalized
terms used herein and defined in the Financing Agreement shall have the
same meanings as set forth therein unless otherwise specifically defined
herein.

Pursuant to mutual understanding, the Financing Agreement is hereby amended
as follows:

1)  The first unnumbered paragraph of Section 10 of the Financing Agreement
is hereby amended by deleting it in its entirety and substituting the
following in lieu thereof:

"Except as otherwise permitted herein, this Financing Agreement and the
Line of Credit will terminate automatically without notice by either party
as of August 29, 1996.   Notwithstanding the foregoing the Agent may
terminate the Financing Agreement immediately upon the occurrence of an
Event of Default, provided, however, that if the Event of Default is an
event listed in paragraph 1(c) or 1(d) of Section 9 of this Financing
Agreement, the Agent may regard the Financing Agreement as terminated and
notice to that effect is not required.   The Company and/or the Lenders may
terminate this Financing Agreement and the Line of Credit at any time prior
to August 29, 1996, upon forty-five (45) days prior written notice to the
Agent.  All Obligations shall become due and payable as of any termination
hereunder or under Section 9 hereof and, pending a final accounting, the
Agent may withhold any balances in the Company's account (unless supplied
with an indemnity satisfactory to the Agent) to cover all of the Company's
Obligations, whether absolute or contingent, including any then outstanding
Letters of Credit.  All of the Agent's and Lenders' rights, liens and
security interests shall continue after any termination until all
Obligations have been paid and satisfied in full."


2)  Paragraph 8 of Section 5 of the Financing Agreement is hereby deleted
in its entirety.


3)  Paragraph 9 (Net Worth) of Section 6 of the Financing Agreement is
hereby amended by deleting subparagraphs e) and f) and the amounts opposite
the fiscal quarters stated therein and substituting the following in lieu
thereof:

"e) December 30, 1995        ($47,000,000.00)
f) March 30, 1996            ($58,000,000.00)
g) June 29, 1996             ($56,000,000.00)
   and for each fiscal quarter thereafter. "

4)  Paragraphs 11 (Capital Expenditures), 12 (Working Capital), 13
(Maximum Working Capital), and 14 (Leverage Ratio) of Section 6 of the
Financing Agreement are hereby deleted in their entirety.

5)  Paragraph 16 (Operating Profit) of Section 6 of the Financing Agreement
is hereby amended by deleting the language  and for each fiscal quarter
thereafter  appearing in subparagraph (c) and the following additional
subparagraphs are added to paragraph 16 as follows:

"d) For the two consecutive fiscal quarters
    ending December 30, 1995                    ($75,000,000.00)
 e) For the two consecutive fiscal quarters
    ending March 30, 1996                       ($42,000,000.00)
 f) For the two consecutive fiscal quarters
    ending June 29, 1996 and for each fiscal
    quarter thereafter for the two consecutive
    quarters then ended                         ($14,000,000.00)"

6)  Paragraph 1 of Section 7 of the Financing Agreement is hereby amended
by deleting it in its entirety and substituting the following in lieu
thereof:

"1. Interest on the Revolving Loan shall be payable monthly as of the end
of each month and shall be an amount equal to ten and one quarter percent
(10-1/4%) per annum on the average of the net balances owing by the Company
to the Lenders in the Company s account at the close of each day during
such month.  This rate of interest is based on the eight and three quarters
percent (8-3/4%) per annum Chemical Bank Rate as of October 12, 1995.  In
the event of any change in said Chemical Bank Rate, the rate hereunder
shall change as of the first day of the month following any change, so as
to remain one and one half percent (1-1/2%) above the Chemical Bank Rate.
The rate hereunder shall be calculated on a per annum basis and will be
based on a 360-day year.  The Agent shall be entitled to charge the Company
s account at the rate provided for herein when due until all Obligations
have been paid in full."

7)  Paragraph l h), subparagraph y) of Section 9 of the Financing Agreement
is hereby amended by deleting it in its entirety and substituting the
following in lieu thereof:

"h) termination for any reason whatsoever of the U.S. $100,000,000.00
Credit Agreement dated as of August 31, 1995 among the Company, as
Borrower, and the Initial Lenders (named therein) and the Issuing Bank and
Citibank, N.A., as Administrative Agent, as amended (herein the "Citibank
Agreement") or termination of the Commitments (as defined therein) or upon
an event of default that is not cured or waived under the Citibank
Agreement."

In the event the acquisition by Hyundai Electronics Industries Co., Ltd.
(herein "Hyundai") of the assets of the Company s foreign subsidiaries
which assets are located in Singapore, Hong Kong, and/or Thailand is
consummated (the "Sale") we hereby mutually agree that the minimum Net
Worth requirements as set forth in Paragraph 9 of Section 6 shall be
without any further action increased accordingly for each of the fiscal
quarters occurring subsequent to the Sale (the "Affected Fiscal Quarters")
in an amount equal to the net effect to the Company's Net Worth resulting
from the Sale.  For example, if the Sale results in a one time gain of
$10,000,000.00 to the Company's Net Worth, then each of the minimum amounts
set forth in such paragraph relating to the Affected Quarters shall be
amended so as to increase each such amount by $10,000,000.00.  You hereby
agree to deliver to us promptly within thirty (30) days following the
consumation of the Sale such information and financial statements as we may
reasonably request so that we may promptly amend Paragraph 9 of Section 6
of the Financing Agreement so as to increase the Net Worth covenants for
the Affected Fiscal Quarters as agreed above.

Notwithstanding anything to the contrary contained in the Financing
Agreement, we hereby agree to release our liens, at the Company's sole
expense on the stock of (i) Maxtor Hong Kong and(ii) Maxtor Singapore; and
we consent to any Sale provided that such Sale is consummated substantially
in accordance with the terms and provisions of the Memorandum of
Understanding between Hyundai and the Company dated September 19, 1995.

In consideration of this amendment, the Company hereby agrees to pay a non-
refundable fee in the amount of $150,000.00 to the Agent which will be due
and payable upon the date hereof, and you authorize us to charge such
amount to your loan account with us.

Except as otherwise specifically set forth herein, no other change,
amendment or modification in or to any of the other terms or provisions of
the Financing Agreement is intended or implied.


If the foregoing is in accordance with your understanding, kindly sign
below to so indicate.

                                      Very truly yours,

                             THE CIT GROUP/BUSINESS CREDIT, INC.
                             as Agent and Lender


                             By  /s/ Bonnie Schain
                                --------------------------------
                                Title: Assistant Vice President

Read and Agreed to:

MAXTOR CORPORATION


By  /s/ Melonie C. Brophy
       ------------------------------------------
       Title: Vice President Finance & Treasurer