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 December 30, 1995.

         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                                          770123732
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                         (Identification No.)

211 River Oaks Parkway, San Jose, CA                                  95134
(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
            -----                           -----

600 shares of Common Stock and no shares of Class A Common Stock were
issued and outstanding as of  February 3, 1996.

This quarterly report on Form 10-Q contains 79 pages of which this is page
number 1.

                             MAXTOR CORPORATION
                                      
                                  FORM 10-Q
                                      
                              December 30, 1995
                                      
                                    INDEX
                                      
                                      
                                      
Part  I.    Financial Information                                      Page
---------------------------------                                      ----


   Item 1.  Consolidated Financial Statements

            Consolidated Statements of Loss-
               Three Months and Nine Months Ended
               December 30, 1995 and December 24, 1994                    3

            Consolidated Balance Sheets-
               December 30, 1995 and March 25, 1995                   4 - 5

            Consolidated Statements of Cash Flows-
               Nine Months Ended December 30, 1995
               and December 24, 1994                                  6 - 7

            Notes to Consolidated Financial Statements                7 - 8


   Item 2.  Management's Discussion and Analysis of
               Financial Condition and Results of Operations         9 - 14



Part  II.   Other Information
-----------------------------

   Item 1.  Legal Proceedings                                            15

   Item 5.  Other information                                            15

   Item 6.  Exhibits and Reports on Form 8-K                             15

Signature Page                                                           16




                     PART   I.    FINANCIAL INFORMATION
                            ----------------------------------

Item 1.      CONSOLIDATED FINANCIAL STATEMENTS

                                      
                             MAXTOR CORPORATION
                       CONSOLIDATED STATEMENTS OF LOSS
                  (In thousands, except per share amounts)
                                 (Unaudited)

                             Three Months Ended        Nine Months Ended
                           ----------------------    ----------------------
                             Dec. 30,   Dec. 24,       Dec. 30,   Dec. 24,
                              1995       1994           1995       1994
                           ----------  ----------    ----------  ----------
Revenue                    $ 356,740   $ 238,174     $ 954,040   $ 630,852
Cost of revenue              326,000     216,846       893,392     602,196
                           ----------  ----------    ----------  ----------
Gross margin                  30,740      21,328        60,648      28,656

Operating expenses:
  Research and development    24,778      15,791        69,416      44,416
  Selling, general and
       administrative         22,070      20,078        60,532      62,560
  Other                        4,529           -         4,529           -
                           ----------  ----------    ----------  ----------
Total operating expenses      51,377      35,869       134,477     106,976
                           ----------  ----------    ----------  ----------

Loss from operations         (20,637)    (14,541)      (73,829)    (78,320)

Interest expense              (3,497)     (2,083)       (7,828)     (6,499)
Interest income                  177         789           836       3,278
                           ----------  ----------    ----------  ----------
Loss before income taxes     (23,957)    (15,835)      (80,821)    (81,541)
Provision for income taxes       676         600         2,127       1,800
                           ----------  ----------    ----------  ----------
Net loss                   $ (24,633)  $ (16,435)    $ (82,948)  $ (83,341)
                           ==========  ==========    ==========  ==========

Net loss per share         $   (0.46)  $   (0.32)    $   (1.57)  $   (1.66)
                           ==========  ==========    ==========  ==========

Shares used in computing
  net loss per share          53,110      50,668         52,687     50,283
                           ==========  ==========    ==========  ==========

                           See accompanying notes.

                             MAXTOR CORPORATION
                         CONSOLIDATED BALANCE SHEETS
                               (In thousands)
                                 (Unaudited)


                                                   Dec. 30,     March 25,
                                                     1995         1995
                                                  ----------   ----------
ASSETS

Current assets:
  Cash and cash equivalents                       $  41,366    $  96,518
  Short-term investments                                  -       11,998
  Accounts receivable, net of allowance for
    doubtful accounts of $4,502 at December 30,
    1995 and $3,850 at March 25, 1995               125,920      111,530
  Inventories:
    Raw materials                                    58,511       40,528
    Work-in-process                                  31,370       28,398
    Finished goods                                   41,258
20,754
                                                  ----------   ----------
                                                    131,139       89,680
  Prepaid expenses and other                         13,147        8,695
                                                  ----------   ----------
      Total current assets                          311,572      318,421

Property, plant and equipment, at cost:
  Buildings                                          22,972       22,575
  Machinery and equipment                           178,042      146,020
  Furniture and fixtures                             13,432       12,177
  Leasehold improvements                             12,656        9,262
                                                  ----------   ----------
                                                    227,102      190,034
  Less accumulated depreciation and amortization   (148,930)    (133,890)
                                                  ----------   ----------
    Net property, plant and equipment                78,172       56,144
Other assets                                          7,508        7,282
                                                  ----------   ----------
                                                  $ 397,252    $ 381,847
                                                  ==========   ==========





                           See accompanying notes.
                                      
                                      
                                      
                                      
                             MAXTOR CORPORATION
                         CONSOLIDATED BALANCE SHEETS
             (In thousands, except share and per share amounts)
                                 (Unaudited)

                                 (Continued)
                                                   Dec. 30,     March 25,
                                                     1995         1995
                                                  ----------   ----------

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Short-term borrowings                           $  99,000    $  30,000
  Accounts payable                                  152,376      136,746
  Income taxes payable                                7,683        6,807
  Accrued payroll and payroll-related expenses       16,658       14,802
  Accrued warranty                                   25,695       25,058
  Accrued expenses                                   25,942       19,607
  Long-term debt and capital lease obligations
    due within one year                               2,491        2,957
                                                  ----------   ----------
      Total current liabilities                     329,845      235,977

Long-term debt and capital lease obligations
  due after one year                                100,219      101,967
Commitments and contingencies

Stockholders' equity (deficit):
  Preferred stock, $0.01 par value, 5,000,000
    shares authorized; no shares issued or
    outstanding                                           -            -
  Class A common stock, $0.01 par value,
    19,480,000 shares authorized, issued and
    outstanding                                         195          195
  Common stock, $0.01 par value,
    180,520,000 shares authorized; issued and
    outstanding:
    December 30, 1995 - 33,748,988 shares;
    March 25, 1995 - 32,217,287 shares                  337          322
  Additional paid-in capital                        333,575      327,357
  Accumulated deficit                              (366,919)    (283,971)
                                                  ----------   ----------
      Total stockholders' equity (deficit)          (32,812)      43,903
                                                  ----------   ----------
                                                  $ 397,252    $ 381,847
                                                  ==========   ==========

                           See accompanying notes.
                                      
                                      
                             MAXTOR CORPORATION
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (In thousands)
                                 (Unaudited)

                                                       Nine Months Ended
                                                     Dec. 30,     Dec. 24,
                                                      1995         1994
                                                    ----------   ----------
Increase (decrease) in cash and cash equivalents
Cash flows from operating activities:
  Net loss                                          $ (82,948)   $ (83,341)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation and amortization                      31,936       28,177
    Loss on disposal of property, plant and equipment      58        1,496
    Change in assets and liabilities:
      Accounts receivable                             (14,390)      15,555
      Inventories                                     (41,459)       9,996
      Prepaid expenses and other                       (4,452)         805
      Accounts payable                                 10,334      (27,504)
      Income taxes payable                                876          663
      Accrued payroll and payroll-related expenses      1,856        1,462
      Accrued warranty                                    637       (2,179)
      Accrued expenses                                  6,335      (14,183)
                                                    ----------   ----------
  Total adjustments                                    (8,269)      14,288
                                                    ----------   ----------
  Net cash used in operating activities               (91,217)     (69,053)

Cash flows from investing activities:
  Purchases of short-term investments                       -      (30,091)
  Proceeds from maturity of short-term investments     11,998       57,986
  Purchase of property, plant and equipment           (50,332)     (19,947)
  Proceeds from disposal of property, plant and
    equipment                                             158        2,653
  Other                                                 1,343         (255)
                                                    ----------   ----------
  Net cash provided by (used in) investing
    activities                                        (36,833)      10,346

Cash flows from financing activities:
  Proceeds from issuance of short-term borrowings,
    net of payments                                    69,000            -
  Proceeds from issuance of debt                            -          194
  Principal payments on debt                           (2,078)      (3,298)
  Principal payments under capital lease obligations     (257)        (380)
  Proceeds from issuance of common stock, net of
    notes receivable, stock repurchases and tax
    benefits                                            6,233        4,941
                                                    ----------   ----------
  Net cash provided by financing activities            72,898        1,457
                                                    ----------   ----------
Net change in cash and cash equivalents               (55,152)     (57,250)

Cash and cash equivalents at beginning of period       96,518      144,520
                                                    ----------   ----------

Cash and cash equivalents at end of period          $  41,366    $  87,270
                                                    ==========   ==========
                           See accompanying notes.


(In thousands)
(Unaudited)                                           Nine Months Ended
---------------------------------------------------------------------------
                                                    Dec. 30,     Dec. 24,
                                                       1995         1994
---------------------------------------------------------------------------
Supplemental disclosures of cash flow information:
  Cash paid for:
    Interest                                        $  1,892     $  3,614
    Income taxes                                       1,214          611
    Income tax refunds                                     -          (11)

Supplemental information on non-cash investing
     and financing activities:
  Capital lease obligations                         $    121     $    162
  Purchase of property, plant & equipment
     financed by accounts payable                      5,296            -
---------------------------------------------------------------------------



                             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.   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  25,
1995.   Interim  results are not necessarily indicative  of  the  operating
results expected for later quarters or the full fiscal year.  Balance sheet
amounts  at  March  25,  1995  were  derived  from  the  audited  financial
statements for the year ended March 25, 1995.

The  Company  maintains a 52/53-week fiscal year cycle.  Fiscal  year  1996
will  be comprised of 53 weeks.  The first quarter of fiscal year 1996  was
comprised  of 14 weeks; remaining quarters will be comprised of  13  weeks.
Fiscal year 1995 was comprised of 52 weeks; all quarters were comprised  of
13 weeks.


2.  Short-term borrowings

On  December  29, 1995, the Company obtained a $100 million secured  bridge
loan  from Hyundai Electronics  America (HEA) for working capital purposes.
This  credit facility allows for draw downs up to $100 million  and  has  a
first   priority   secured  interest  in  all  accounts  receivable.    All
outstanding  principal and accrued interest is due April 10, 1996.   As  of
December 30, 1995, there were no borrowings outstanding.

On  August  31,  1995,  the Company established a $100  million  unsecured,
revolving  line  of credit through Citicorp Securities Inc. and  syndicated
among ten banks, which is guaranteed by Hyundai Electronics Industries Co.,
Ltd.  (HEI).   This  $100  million line of credit is  a  364-day  committed
facility, renewable annually up to three years, that will be used primarily
for  general  operating purposes.  Under terms of the  guarantee,  HEI  may
elect,  at  its sole discretion, to receive shares of the Company  and  its
subsidiaries in lieu of payment.  As of December 30, 1995, $99  million  of
borrowings and $1 million in letters of credit were outstanding.

During  the  quarter ended December 30, 1995, the Company also  had  a  $20
million  line of credit facility (the CIT line).  As of December 29,  1995,
the Company terminated the CIT line.


3.  Net loss per share

Net  loss per share is based upon the weighted average number of shares  of
all  classes of common stock outstanding during the quarters ended December
30, 1995 and December 24, 1994.


4.  Concentration of credit risk

Financial   instruments,   which  potentially  subject   the   Company   to
concentrations  of  credit risk, consist primarily of accounts  receivable,
cash   equivalents  and  short-term  investments.   The  Company  has  cash
equivalent  and  short-term investment policies that limit  the  amount  of
credit exposure to any one financial institution and restrict placement  of
these  investments  to financial institutions evaluated as  highly  credit-
worthy.   One  customer accounted for 11.0% of revenues for the  nine-month
period ended December 30, 1995.  Additionally, this customer accounted  for
11.3%  of the outstanding accounts receivable balance at December 30, 1995.
If  the  customer  fails to perform its obligations to  the  Company,  such
failure  would have adverse effects upon the Company's financial  position,
results  of  operations, cash flows and liquidity.  No customers  accounted
for  more  than  10%  of  the revenues for the three-month  and  nine-month
periods ended December 24, 1994.


5.  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 Company's litigation with Rodime has been stayed pending
Rodime's appeal of the finding of invalidity.

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 claim concerning Rodime described above will  not
have  a  material  adverse effect on the Company's  financial  position  or
results of operations.


6.  Subsequent event

Effective  January 5, 1996, Hyundai Acquisition, Inc. (HAI) acquired  by  a
cash  tender  offer for $6.70 per share 32,044,065 shares of the  Company's
common stock and on January 11, 1996, HAI was merged into the Company in  a
short  form  merger  (the merger) and the Company  became  a  wholly  owned
subsidiary  of Hyundai Electronics America (HEA).  Shares of  common  stock
outstanding immediately prior to the merger which were not owned by HEA  or
its affiliates became the right to receive $6.70 in cash per share pursuant
to the merger.

The  Agreement and Plan of Merger was filed as an exhibit to the  Company's
Schedule  14D-9, as amended.  See the Company's Schedule 14D-9 for  further
information concerning the tender offer and merger.

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
Since its inception in 1982, Maxtor Corporation (Maxtor or the Company) has
been subject to the highly cyclical nature of the disk drive industry.  The
industry  is  subject to rapid technological change and short product  life
cycles.   The  industry  is  intensely competitive  and  significant  price
erosion is typical during a product life cycle.  At times, the industry  is
subject  to  excess  production  capacity  and  component  cost  pressures.
Specifically,  with  the  overall growth  experienced  by  the  disk  drive
industry  in fiscal 1995 and 1996, shortages of certain key components  for
the  industry  have  increased.  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 twelve 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, serious shortages of certain key components,
product cost and time-to-market issues with regard to certain products, the
Company  was not profitable during the first three quarters of fiscal  year
1996  and the Company does not expect to be profitable during the remainder
of fiscal year 1996.

Industry Characteristics
Data   storage   manufacturers  continually  strive  for   larger   storage
capacities,  higher performance and lower cost.  Short product life  cycles
also  increase  the  importance of the Company's  ability  to  successfully
manage  product  transitions.   The failure to  adequately  manage  product
transitions  could  result  in the loss of market opportunities,  decreased
sales of existing products, cancellation of products or product lines,  the
accumulation  of  obsolete and excess inventory and  unanticipated  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 and 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  a
new  product is not brought to market on a timely basis, the selling  price
of older products generally must be reduced in order to compete effectively
with  competitors' new products.  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.  Although the  Company  expects  that
price erosion for certain products will continue during fiscal year 1996 at
a  level near or below the erosion experienced in the first nine months  of
fiscal  year  1996, there can be no assurance that price erosion  will  not
increase substantially.

Manufacturing Characteristics
The  Company's manufacturing process requires large volumes of high-quality
and  low-cost  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.   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.

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  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.
As  a  result of these efforts, the Company continues to strive to  improve
the quality of its products.  The Company believes that it must continue to
focus  on  product quality to improve its competitive position in the  disk
drive industry.

Revenue and Gross Margin

---------------------------------------------------------------------------
                      Three Months Ended           Nine Months Ended
                      Dec. 30,    Dec. 24,       Dec. 30,    Dec. 24,
(In millions)           1995        1994           1995        1994
---------------------------------------------------------------------------

Revenue               $ 356.7     $ 238.2        $ 954.0     $ 630.9

Gross margin          $  30.7     $  21.3        $  60.6     $  28.7
  As a percentage
     of revenue           8.6%        8.9%           6.4%        4.5%

Net loss              $ (24.6)    $ (16.4)       $ (82.9)    $ (83.3)
  As a percentage
     of revenue          (6.9%)      (6.9%)         (8.7%)     (13.2%)

Net loss per share    $  (0.46)   $  (0.32)      $  (1.57)   $  (1.66)
---------------------------------------------------------------------------

Revenue  for  the Company's third quarter of fiscal year 1996 increased  by
$118.5  million  or 49.7% from the same quarter of the prior  fiscal  year,
primarily as a result of an increase in unit volumes and a shift to  higher
capacity  drives which have higher average unit selling prices,  offset  in
part by competitive pricing pressures.  In the third quarter of fiscal year
1996, unit volumes increased by over one-third compared to the same quarter
in the prior year.   Average unit selling prices, in terms of megabytes per
dollar,  have  dropped substantially between fiscal years  1995  and  1996,
particularly for drives with capacities of 850MB or less.  During the third
quarter  of fiscal 1995, the Company's revenues were adversely affected  by
industry-wide pricing pressures, excess industry capacity and  a  shift  in
product  mix.   Product demand had shifted to higher capacity  7000  Series
products, but at that time, due to the shortage of a key component  from  a
sole source vendor for the 7000 Series products, the Company's revenue  was
negatively impacted.

Comparing the nine month period ended December 30, 1995 with the nine month
period  ended  December 24, 1994, revenue increased by  $323.1  million  or
51.2%  primarily as a result of an increase in unit volumes and a shift  to
higher  capacity  drives  which have higher average  unit  selling  prices,
offset  in  part by competitive pricing pressures.  Revenue for  the  first
nine  months of fiscal year 1996 also reflects a 40-week period as compared
to  a  39-week period for the prior year.  The first quarter in fiscal year
1996 was extended to realign fiscal year end periods for the 53-week fiscal
year 1996.

As  noted  earlier, the Company continues to be heavily  dependent  on  the
availability  of  certain components and the success of  certain  products.
During fiscal year 1995 and throughout the first nine months of fiscal year
1996,  the  Company was on allocation for certain parts  that  delayed  the
Company's  production,  resulting  in lower  than  expected  revenue.   The
Company  expects  continued shortages of key components,  primarily  media,
which  management believes will be likely to adversely impact revenues  and
operating  results  in  future periods.  The Company's  ability  to  obtain
higher  allocation of key components is essential to the Company's  success
in increasing its market share.  There can be no assurance that the Company
will be successful in such efforts.

One  customer  accounted for 11.0% of revenues for  the  nine-month  period
ended  December  30, 1995. This percentage may fluctuate in future  periods
and  there can be no assurance that it will not decline significantly.   No
customers  accounted for more than 10% of the revenues for the  three-month
and nine-month periods ended December 24, 1994.

Gross  margin as a percentage of revenue remained relatively flat  at  8.6%
for the third quarter of fiscal year 1996 as compared to 8.9% for the third
quarter  of fiscal year 1995.  For the first three quarters of fiscal  year
1996,  gross margin as a percentage of revenue increased to 6.4% from  4.5%
for  the  first  three  quarters of fiscal year  1995.   The  increase  was
primarily  attributed  to  an overall change  in  product  mix  from  lower
capacity to higher capacity drives.

Although  the shift of the Company's products sold was towards  the  higher
capacity  products which generally have higher average selling  prices  per
unit, the increase in margins which resulted from this shift was offset  by
the  following:  continued  lower prices on products  of  850MB  and  lower
capacities  due to industry driven pricing pressures, pricing pressures  on
1.0GB  and 1.2GB products beginning in the latter part of the first quarter
and  continuing  through the third quarter of fiscal year 1996,  and  lower
than  expected volumes during the quarter due to shortages of  certain  key
components.  The gross margin for the third quarter of fiscal year 1995 was
affected  by  intense price competition, particularly  among  low  capacity
products,  and excess industry capacity, as well as cost and time-to-market
issues with regard to certain of the Company's products.

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        Nine Months Ended
                               Dec. 30,  Dec. 24,      Dec. 30,   Dec. 24,
(In millions)                     1995     1994          1994       1994
--------------------------------------------------------------------------

Research and development      $ 24.8     $ 15.8        $ 69.4     $ 44.4
  As a percentage of revenue     7.0%       6.6%          7.3%       7.0%

Selling, general and
 administrative               $ 22.1     $ 20.1        $ 60.5     $ 62.6
  As a percentage of revenue     6.2%       8.4%          6.3%       9.9%

Other                         $  4.5     $   -         $  4.5     $    -
As a percentage of revenue       1.3%        -%           0.5%         -%
---------------------------------------------------------------------------

Research  and  development (R&D) expenses for the third quarter  and  first
nine  months  of  fiscal year 1996 increased from the same periods  of  the
prior  fiscal  year primarily due to 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.  R&D spending in absolute dollars is expected to remain relatively
flat during the remainder of fiscal year 1996 and until the Company is able
to  improve its margin and achieve profitability.  Although the Company has
no  technology purchases currently planned, R&D expenses may  fluctuate  in
the future resulting from the cost of acquiring rights to new technologies.
The  Company's  efforts will continue into future quarters, however,  there
can be no assurance that the Company will be successful in such efforts.

Selling,  general  and  administrative  (SG&A)  expenses  decreased  as   a
percentage of revenue for the third quarter and first nine months of fiscal
year  1996  compared to the same periods of the prior fiscal year primarily
due to the increase in the revenue base.  SG&A spending in absolute dollars
increased  for the third quarter compared to the same period of  the  prior
fiscal year primarily due to an increase in advertising costs.  Nine  month
comparisons  indicate a decrease in spending resulting from  the  Company's
ongoing  effort  to control costs and expenditures.  The Company's  efforts
will continue into future quarters, however, there can be no assurance that
the Company will be successful in such efforts.

Other expenses increased during the third quarter and first nine months  of
fiscal year 1996 compared to the same periods of the prior fiscal year  due
to  professional  fees incurred related to the Hyundai Electronics  America
(HEA) acquisition and merger.  Effective January 11, 1996, HEA acquired  by
a cash tender offer of $6.70 per share all of the outstanding shares of the
Company's  common stock which were not owned by HEA or its  affiliates  and
the Company became a whole owned subsidiary of HEA.

The  Agreement and Plan of Merger was filed as an exhibit to the  Company's
Schedule  14D-9, as amended.  See the Company's Schedule 14D-9 for  further
information concerning the tender offer and merger.

Interest expense and interest income
---------------------------------------------------------------------------
                              Three Months Ended       Nine Months Ended
                              Dec. 30,   Dec. 24,      Dec. 30,   Dec. 24,
(In millions)                   1995       1994          1995       1994
---------------------------------------------------------------------------
Interest expense              $  3.5     $  2.1        $  7.8     $  6.5

Interest income               $  0.2     $  0.8        $  0.8     $  3.3
---------------------------------------------------------------------------

Interest  expense increased by 66.7% in the third quarter and by  20.0%  in
the  first nine months of fiscal year 1996 as compared to the same  periods
of  the prior fiscal year due to an increase in short-term borrowings under
the  $100  million unsecured, revolving line of credit arranged by Citicorp
Securities  Inc.  The Company had $99 million of borrowings outstanding  as
of  December 30, 1995 and intends to keep approximately the same or  higher
level  of borrowings throughout the year.  Therefore, the interest  expense
may continue at the third quarter's level in future quarters depending upon
interest  rate  levels  and the average amount of  borrowings  outstanding.
Interest income decreased in the third quarter of fiscal year 1996  due  to
the  lack  of  available  cash  for investing  purposes.   The  Company  is
maintaining  liquidity  of  cash to meet daily operating  requirements  and
interest income is expected to remain low for the remainder of fiscal  year
1996.

---------------------------------------------------------------------------
                                Three Months Ended      Nine Months Ended
                              Dec. 30,   Dec. 24,      Dec. 30,   Dec. 24,
(In millions)                   1995       1994          1995       1994
---------------------------------------------------------------------------
Provision for income taxes    $  0.7     $  0.6        $  2.1     $  1.5
---------------------------------------------------------------------------

The  provision for income taxes consists primarily of foreign  taxes.   The
Company's effective tax rate for the third quarter of fiscal years 1996 and
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  operations  is  not taxable in Singapore  as  a  result  of  the
Company's pioneer tax status.


LIQUIDITY AND CAPITAL RESOURCES
---------------------------------------------------------------------------
                                                       Dec. 30,
(In millions)                                            1995
---------------------------------------------------------------------------
Cash, cash equivalents and short-term investments      $  41.4

Short-term borrowings                                  $  99.0

Net cash used in operating activities                  $  91.2

Net cash used in investing activities                  $  36.8

Net cash provided by financing activities              $  72.9
--------------------------------------------------------------------------

As  of December 30, 1995, the Company had cash, cash equivalents and short-
term investments of $41.4 million as compared to $108.5 million as of March
25,  1995, a decrease of $67.1 million.  The decrease in the Company's cash
and  cash equivalents was primarily the result of operating losses, as well
as an increase in purchases of inventory and property, plant and equipment.

Of  the  net cash used in operating activities during the first nine months
of  fiscal  year 1996, net loss less non-cash depreciation and amortization
accounted  for  approximately  $51.0 million.   An  increase  in  inventory
accounted  for  a  net  use of cash of approximately  $41.5  million.   The
increase in inventory is related to raw materials purchased in anticipation
of industry-wide vendor shortages of certain key components and the product
mix  of  finished goods moving from lower capacity, lower cost products  to
higher capacity, higher cost products.

Net  cash  used  in investing activities during the first  nine  months  of
fiscal  year  1996 was primarily attributable to $50.3 million  of  capital
expenditures  offset in part by $12.0 million in proceeds  from  short-term
investments.   A majority of the capital expenditures activity  related  to
the  acquisition of manufacturing and engineering equipment to develop  new
products and expand production capacity.  Depending on business conditions,
including  the  successful  introduction  of  new  products,  the   Company
currently expects to make capital expenditures of approximately $75 million
during  fiscal  year  1996.   The Company expects  to  fund  these  capital
expenditures through bank, related party entities and equipment financing.

Net  cash provided by financing activities during the first nine months  of
fiscal  year 1996 primarily reflects $69.0 million in proceeds from  short-
term  borrowings, drawn from the $100 million unsecured line of credit  and
from the issuance of $6.2 million in common stock under the Company's stock
purchase  and  stock option plans, offset in part by cash  used  to  reduce
outstanding debt.

On  December  29, 1995, the Company obtained a $100 million secured  bridge
loan  from Hyundai Electronics  America (HEA) for working capital purposes.
This  credit facility allows for draw downs up to $100 million  and  has  a
first   priority   secured  interest  in  all  accounts  receivable.    All
outstanding  principal and accrued interest is due April 10, 1996.   As  of
December 30, 1995, there were no borrowings outstanding.

On  August  31,  1995,  the Company established a $100  million  unsecured,
revolving  line  of credit through Citicorp Securities Inc. and  syndicated
among ten banks, which is guaranteed by Hyundai Electronics Industries Co.,
Ltd.  (HEI).   This  $100  million line of credit is  a  364-day  committed
facility, renewable annually up to three years, that will be used primarily
for  general  operating purposes.  Under terms of the  guarantee,  HEI  may
elect,  at  its sole discretion, to receive shares of the Company  and  its
subsidiaries in lieu of payment.  As of December 30, 1995, $99  million  of
borrowings and $1 million in letters of credit were outstanding.

During  the  quarter ended December 30, 1995, the Company also  had  a  $20
million  line of credit facility (the CIT line).  As of December 29,  1995,
the Company terminated the CIT line.

Effective  January 5, 1996, Hyundai Acquisition, Inc. (HAI) acquired  by  a
cash  tender  offer for $6.70 per share 32,044,065 shares of the  Company's
common stock and on January 11, 1996, HAI was merged into the Company in  a
short  form  merger  (the merger) and the Company  became  a  wholly  owned
subsidiary  of Hyundai Electronics America (HEA).  Shares of  common  stock
outstanding immediately prior to the merger which were not owned by HEA  or
its affiliates became the right to receive $6.70 in cash per share pursuant
to the merger.

The  Agreement and Plan of Merger was filed as an exhibit to the  Company's
Schedule  14D-9, as amended.  See the Company's Schedule 14D-9 for  further
information concerning the tender offer and merger.

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,
expected cash flow from operations, equipment financing and line of  credit
borrowing  capabilities will be sufficient to fund  the  Company's  working
capital and capital expenditure requirements through fiscal year 1996.


DIVIDEND POLICY

The  Company has never paid cash dividends on its capital stock.  It is the
present policy of the Board of Directors to retain earnings for use in  the
business.   The  Company does not anticipate paying cash dividends  in  the
near  future.   Under the terms of the Company's secured bridge  loan,  the
Company  may not declare or pay any dividends without the prior consent  of
its lender.


                         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 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 Company's litigation with Rodime has been stayed pending
Rodime's appeal of the finding of invalidity.

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 claim concerning Rodime described above will  not
have  a  material  adverse effect, on the Company's financial  position  or
results of operations.

Item 5.  OTHER INFORMATION

Effective  January 5, 1996, Hyundai Acquisition, Inc. (HAI) acquired  by  a
cash  tender  offer for $6.70 per share 32,044,065 shares of the  Company's
common stock and on January 11, 1996, HAI was merged into the Company in  a
short  form  merger  (the merger) and the Company  became  a  wholly  owned
subsidiary  of Hyundai Electronics America (HEA).  Shares of  common  stock
outstanding immediately prior to the merger which were not owned by HEA  or
its affiliates became the right to receive $6.70 in cash per share pursuant
to the merger.

The  Agreement and Plan of Merger was filed as an exhibit to the  Company's
Schedule  14D-9, as amended.  See the Company's Schedule 14D-9 for  further
information concerning the tender offer and merger.


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

b)  Reports on Form 8-K:
    None

c)  Exhibits:
    See Index to Exhibits on pages 17 to 27 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:   February 13, 1996                   By:    /s/ Nathan Kawaye
                                                   Nathan Kawaye
                                                   Vice President, Finance,
                                                   Chief Accounting Officer
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
INDEX TO EXHIBITS

Exhibit No.   Description                                        Sequentially
                                                                  Numbered
                                                                    Pages
---------------------------------------------------------------------------
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

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
             amoung 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 Feburuary 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       Credit Agreement among Registrant and The Initial
             Lenders and the Issuing Bank and Citibank, N.A.,
             dated August 31, 1995

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

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

10.146       First Supplemental Indenture, dated January 11, 1996,
             between Maxtor and State Street Bank and Trust
             Company                                                 28 - 33

10.147       Credit Agreement, dated December 29, 1995 between
             Maxtor Corporation and Hyundai Electronics America      34 - 75

11.1         Computation of Net Loss Per Share                       76 - 77

20.1   (25)  Maxtor Corporation 1995 Stock Option Plan

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

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

27           Financial Data Schedule                                 78 - 79

---------------------------------------------------------------------------
(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