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 quarterly period ended March 29, 1997.

         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
(State or other jurisdiction of                   77-0123732
incorporation or organization)                (I.R.S. Employer)
                                             (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 May 3, 1997.




                        MAXTOR CORPORATION
                                
                             FORM 10-Q
                                
                           March 29,1997
                                
                               INDEX
                                
                                
                                
Part  I.                                            Financial
Information                                         Page


 Item 1.Consolidated Financial Statements

        Consolidated Statements of Operations -
          Three Months Ended March 29, 1997
           and March 30, 1996                         3

        Consolidated Balance Sheets-
          March 29, 1997 and December 28, 1996    4 - 5

        Consolidated Statements of Cash Flows-
          Three Months Ended March 29, 1997
          and March 30, 1996                      6 - 7

        Notes to Consolidated Financial           8 - 9
          Statements

 Item 2.  Management's Discussion and
            Analysis of Financial Condition
            and Results of Operations           10 - 14



Part  II. Other Information

 Item 1. Legal Proceedings                           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 OPERATIONS
                      (In thousands)
                        (Unaudited)

                                        Three Months Ended
                                      --------------------
                                      March 29,   March 30,
                                         1997        1996
                                      ---------  ----------

Revenue                               $238,042   $ 310,587
Revenue from affiliates                  8,966       4,371
                                      --------   ---------
  Total revenue                        247,008     314,958
                                      --------   ---------

Cost of revenue                        245,862     299,011
Cost of revenue from affiliates          8,254       3,902
                                      --------   ---------               
  Total cost of revenue                254,116     302,913

Gross margin                           (7,108)      12,045
                                      --------   ---------

Operating expenses:
  Research and development              26,394      25,301
  Selling, general and
    administrative                      15,061      22,174
                                      --------   ---------
Total operating expenses                41,455      47,475
                                      --------   ---------

Loss from operations                   (48,563)    (35,430)

Interest expense                        (7,927)     (4,021)
Interest income                          1,781         333
                                       --------  ---------

Loss before income taxes               (54,709)    (39,118)
Provision for income taxes                 277         699
                                       --------  ---------
Net loss                              $(54,986)   $(39,817)
                                       ========  =========


                         See accompanying notes.


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

                                      March 29,  December 28,
                                         1997        1996
                                     ----------  ------------

ASSETS

Current assets:
  Cash and cash equivalents           $19,363      $31,313
  Accounts receivable, net of
    allowance for doubtful
    accounts of $4,184 at
    March 29, 1997 and $5,255
    at December 28, 1996              147,219       82,876
  Accounts receivable from
    affiliates                          3,561        6,248
  Inventories:
     Raw materials                     34,339       33,012
     Work-in-process                   19,792       15,674
     Finished goods                    32,005       32,192
                                      -------      -------
                                       86,136       80,878
  Prepaid expenses and other            4,289        5,239
                                      -------      -------
       Total current assets           260,568      206,554

Property, plant and equipment,
  at cost:
  Buildings                            29,958       29,512
  Machinery and equipment             208,872      194,644
  Furniture and fixtures               10,773       13,300
  Leasehold improvements               11,570       12,695
                                      -------      -------
                                      261,173      250,151
  Less accumulated depreciation
    and amortization                 (154,334)    (158,078)
                                     ---------    ---------
     Net property, plant and
       equipment                      106,839       92,073
Other assets                           18,740       15,912
                                     ---------    --------
                                     $386,147     $314,539
                                     =========    ========



                      See accompanying notes.


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


                                      March 29,       December 28,
                                         1997             1996
                                     ----------      -------------

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
  Short-term borrowings               $169,800           $149,800
  Short-term borrowings
    due to affiliates                  100,000                  -
  Accounts payable                     134,756            109,956
  Accounts payable to
    affiliates                          16,427             13,459
  Income taxes payable                   5,133              5,088
  Accrued payroll and
    payroll-related expenses            18,410             17,159
  Accrued warranty                      16,878             20,194
  Accrued expenses                      78,050             97,166
  Long-term debt and capital
    lease obligations
     due within one year                 5,040                 71
                                      --------           --------
       Total current liabilities       544,494            412,893

Long-term debt and capital lease
  obligations due after one year       224,102            229,109
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 March 29, 1997 and
     December 28, 1996;aggregated
     liquidation value of $390,000         582                 582
   Common stock, $0.01 par value,
     110,000,000 shares authorized;
     no shares issued and
     outstanding at March 29, 1997
     and December 28, 1996                   -                   -
  Additional paid-in capital           335,017             335,017
  Accumulated deficit                 (718,048)           (663,062)
                                      ---------           ---------
       Total stockholder's deficit    (382,449)           (327,463)
                                      ---------           ---------
                                     $ 386,147           $ 314,539
                                     ==========          ========== 
                                
                                
                                
                     See accompanying notes.


                        MAXTOR CORPORATION
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (In thousands)
                           (Unaudited)

                                       Three Months Ended
                                      ----------------------
                                      March 29,    March 30,
                                        1997         1996
                                     ----------   ----------
Increase (decrease) in cash
  and cash equivalents
Cash flows from operating activities:
  Net loss                             $(54,986)   $(39,817)
  Adjustments to reconcile
   net loss to net cash used
   in operating activities:
     Depreciation and amortization       11,736      13,264
     (Gain)/loss on disposal of
       property, plant and
       equipment                           (492)        611
     Other                                 (215)        300
     Change in assets
      and liabilities:
       Accounts receivable              (43,873)      4,102
       Accounts receivable
       from affiliates                    2,687      (4,426)
       Net collections of
        accounts receivable sold
        to financing company            (37,804)          -
       Inventories                       (6,926)    (24,796)
       Prepaid expenses and other           950       1,505
       Accounts payable                   7,525       8,073
       Accounts payable to affiliates     2,968       8,656
       Income taxes payable                  45        (184)
       Accrued payroll and
         payroll-related expenses         1,251          69
       Accrued warranty                  (3,316)     (1,944)
       Accrued expenses                      52      (7,008)
                                        --------    --------
  Total adjustments                     (65,412)     (1,778)
                                        --------    --------
  Net cash used in operating
    activities                         (120,398)    (41,595)
                                       ---------    --------

Cash flows from investing
 activities:
  Purchase of property,
    plant and equipment,
    net of disposals                     (8,789)    (22,128)
  Other                                  (2,729)     (2,271)
                                        --------    --------
  Net cash used in
   investing activities                 (11,518)    (24,399)
                                        --------    --------

Cash flows from financing activities:
  Proceeds from issuance of
    short-term borrowings               120,000      76,595
  Principal payments on debt,
    including capital lease obligations     (34)       (665)
  Proceeds from issuance of
   common stock, net of notes
   receivable, stock repurchases
   and tax benefits                           -       1,492
                                        --------    --------   
  Net cash provided by
    financing activities                119,966      77,422
                                        --------    --------

Net change in cash and
 cash equivalents                       (11,950)     11,428

Cash and cash equivalents
  at beginning of period                 31,313      41,366
                                        --------    --------

Cash and cash equivalents
  at end of period                    $  19,363     $ 52,794
                                      ==========    ========



                       See accompanying notes.


                         MAXTOR CORPORATION
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (In thousands)
                            (Unaudited)

                                             Three Months Ended
-------------------------------------------------------------------
                                           March 29,    March 30,
                                             1997       1996
-------------------------------------------------------------------

Supplemental disclosures of
  cash flow information:
Cash paid for:
 Interest                                 $5,512         $7,470
 Income taxes                                153            587

Supplemental information on
 non-cash investing and
 financing activities:
Purchase of property, plant
and equipment financed by
accounts payable                         $17,275         $4,949

--------------------------------------------------------------------


                      
                         See accompanying notes.


                         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
are  not  intended to 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).  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  December
28,  1996.  Interim results are not necessarily indicative of  the
operating  results expected for later quarters or the full  fiscal
year.   Balance  sheet amounts at December 28, 1996  were  derived
from  the audited financial statements for the year ended December
28, 1996.


2.   Short-term borrowings

On March 30, 1996, the Company entered into an accounts receivable
securitization program with Citicorp Securities, Inc.  Under  this
program,  the  Company  can  sell  its  qualified  trade  accounts
receivable up to $100 million on a non-recourse basis.   The  face
amount  of  the eligible receivables are discounted based  on  the
Capital Receivables Corporation commercial paper rate (5.65% as of
March 29, 1997) plus commission and is subject to a 10% retention.
As  of  March  29,  1997,  $58.5  million  in  sales  of  accounts
receivable,  for  which proceeds had not yet been  received,  were
included  in  accounts receivable and $37.1 million in collections
of  accounts receivable not yet remitted were included in  accrued
and other liabilities.

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.  This credit  facility  is
guaranteed  by  HEI and all outstanding amounts of  principal  and
accrued  interest  were payable on February 2, 1997.   In  January
1997,  this  facility  was  renewed under  similar  terms  for  an
additional year, due on January 30, 1998.  As of March  29,  1997,
$13.8 million was outstanding.

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.   As  of March 29, 1997, $100 million was  outstanding.
On  April  10,  1997,  all outstanding amounts  of  principal  and
accrued  interest were paid as the Company obtained a $150 million
intercompany  line of credit from HEA which replaces the  previous
HEA  line.  This line of credit allows for draw downs up  to  $150
million  and  interest is payable quarterly.  As of May  3,  1997,
$115 million was outstanding.

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.   In
September  1996, the Facilities were increased by $10  million  to
total  $225  million.  The Facilities are  guaranteed  by  Hyundai
Electronics  Industries Company, Limited (HEI).  A  total  of  $96
million of the Facility is a 364-day committed facility, renewable
annually  at the option of the syndicate banks.  Such facility  is
used  primarily for general operating purposes and bears  interest
at a rate based on LIBOR plus 0.53 percent.  As of March 29, 1997,
$96   million  of  borrowings  under  this  line  of  credit  were
outstanding.  A total of $129 million of the Facilities is a three
year  committed facility that is also  used primarily for  general
operating  purposes and bears interest at a rate  based  on  LIBOR
plus  0.53  percent.   As  of  March 29,  1997,  $129  million  of
borrowings under this line of credit were outstanding.

From  September  30, 1996 to March 29, 1997, the Company  obtained
credit  facilities amounting to $60 million in the aggregate  from
four  banks. The facilities, which are guaranteed by HEI, are used
primarily  for  general operating purposes and  bear  interest  at
rates ranging from 5.97 percent to LIBOR plus 0.60 percent.  As of
March  29,  1997,  $60 million of borrowings under  this  line  of
credit were outstanding.

Under the terms of the Company's line of credit facilities, the
Company may not declare or pay any dividends without the prior
consent of its lenders.


3.   Contingencies

On  December  20,  1996, the Company filed an action  in  Colorado
District  Court, County of Boulder, against StorMedia,  Inc.,  its
subsidiary, StorMedia International, Ltd. and its Chief  Executive
Officer,  William J. Almon.  This action, which arose  out  of  an
agreement for the purchase of media by the Company from StorMedia,
was stayed in March 1997.

The  Company has been notified of certain other claims,  including
claims of patent infringement.  While the ultimate outcome of such
claims  is  not determinable, there can be no assurance  that  the
claims will be resolved favorably to the Company or will not  have
a  material adverse impact on the financial condition, results  of
operations or cash flows of the Company.


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 Discussion  and  Analysis  of
Financial  Condition  and  Results  of  Operations,  "-Results  of
Operations",  "-Liquidity and Capital Resources", and "Trends  and
Uncertainties",  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" 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

QUARTER ENDED MARCH 29, 1997 COMPARED TO QUARTER ENDED MARCH 30, 1996

-------------------------------------------------------------------
(In millions)           March 29,           March 30,
Fiscal  quarter ended    1997      1996      Change
-------------------------------------------------------------------

Revenue                $247.0    $315.0     $(68.0)

Gross margin            $(7.1)    $12.0     $(19.1)
 As a percentage
 of revenue              (2.9%)     3.8%

Net loss               $(55.0)   $(39.8)    $(15.2)
 As a percentage
 of revenue             (22.3%)   (12.6%)

-------------------------------------------------------------------


Revenue
Revenue  for  the  quarter ended March 29, 1997 decreased  by  $68
million compared with the corresponding quarter of the prior year.
The primary reason was the June 1996 sale of a majority interest 
in a wholly-owned subsidiary.  The subsidiary accounted for $25.7
million in revenues for the quarter ended March 30, 1996.  In 
addition, the Company experienced a 10% decrease in units sold and
a continuing decline  of average unit sales prices of the Company's 
established products as a  result of competitive market conditions, 
offsetting a shift  in product mix to the Company's newer higher 
capacity, higher  priced products.   Over 80% of the Company's unit 
volume for the  quarter ended  March  29,  1997 comprised drives 
with a  capacity  of  1.6 gigabytes  (GB) or higher, whereas the 
Company's unit  volume  for the same quarter in the prior year 
primarily comprised drives with a capacity of less than 1.6GB.  

During  the  quarter  ended March 29, 1997, the  Company  had  one
customer  which accounted for approximately 24% of  the  Company's
revenue.   During  the quarter ended March 30, 1996,  no  customer
accounted for 10% or greater of the Company's revenue.

Gross margin
Gross  margin as a percentage of revenue declined in  the  quarter
ended March 29, 1997 compared to the quarter ended March 30, 1996.
Despite  the  shift in product mix to higher capacity products  as
discussed earlier, gross margin declined primarily as a result  of
the  continuing  decline in average unit selling  prices.

The  Company will continue its efforts to reduce its manufacturing  
costs by focusing on manufacturing expense reductions, yield 
improvements, and asset utilization.  However, gross margins  may  
continue  to  be affected by pricing and other competitive conditions, 
as  well  as the  Company's ability to maintain profit margins during 
the phase out  of older product lines and the introduction and ramp 
of newer product lines that incorporate advances in technology.

Operating expenses

------------------------------------------------------------------
(In millions)                   March 29,   March 30,
Fiscal quarter ended             1997        1996     Change
------------------------------------------------------------------

Research and development        $ 26.4      $ 25.3    $  1.1
  As a percentage of revenue      10.7%        8.0%

Selling, general and
 administrative                 $ 15.1      $ 22.2    $ (7.1)
   As a percentage
   of revenue                      6.1%        7.0%
------------------------------------------------------------------


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 investment in its advance technology group
which was initiated during the second fiscal quarter of 1996.  The
group's  objective  is to ensure product feasibility  as  a  whole
prior  to  product  development by the design  team  in  order  to
attempt  to  facilitate transition of more advanced products  from
design to volume production with acceptable production yields.

The Company intends to continue making investments  in
research  and  development  since  the  timely  introduction   and
transition  to volume production of new products is  essential  to
its future success.

Selling, general and administrative (SG&A) expenses decreased as a
percentage  of  revenue and in absolute dollars  for  the  quarter
ended  March  29,  1997 due to the Company's  ongoing  efforts  to
control  costs and expenditures.  Reductions in overall  headcount
and  controlled  marketing expenses contributed to lower  expenses
for the quarter ended March 29, 1997.


Interest expense and interest income

------------------------------------------------------------------
(In millions)         March 29,    March 30,
Fiscal  quarter ended  1997          1996    Change
------------------------------------------------------------------

Interest expense      $  7.9        $4.0      $3.9

Interest income       $  1.8        $ .3      $1.5
------------------------------------------------------------------


Interest expense increased due to a substantial increase in short-
term  and  long-term  borrowings required in  order  to  fund  the
Company's  operations.  The Company had $269.8 million  of  short-
term  and  $129  million of long-term lines of  credit  borrowings
outstanding  at  March 29, 1997, compared with $175.6  million  of
total  borrowings  outstanding at March  30,  1996.   The  Company
expects  to  maintain approximately the same or higher  levels  of
borrowings for the remainder of the year.

Interest  income  increased  due to payment  received  on  a  note
receivable  accounted for on a recovery basis.  Cash  availability
overall  has and will continue to be tight in 1997 due to  funding
required for the Company's operations.

Provision for income taxes

------------------------------------------------------------------
(In millions)                   March 29,  March 30,
Fiscal  quarter ended             1997          1996     Change
------------------------------------------------------------------

Provision for income taxes       $0.3      $  0.7   $   (0.4)
------------------------------------------------------------------


The  provision  for  income taxes consists  primarily  of  foreign
taxes.  The decrease of $.4 million is due to the sale in 1996  of
a  subsidiary  which had operations in Hong Kong.   The  Company's
effective tax rate for fiscal years 1997 and 1996 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

-----------------------------------------------------------------
                                       As of and for
                                      the quarter ended
(In millions)                          March 29, 1997
-----------------------------------------------------------------

Cash and cash equivalents                     $19.4

Short-term borrowings                        $169.8

Short-term borrowings due to affiliate       $100.0

Net cash used in operating activities        $120.4

Net cash used in investing activities         $11.5

Net cash provided by financing activities    $120.0
-----------------------------------------------------------------


As of March 29, 1997, the Company had cash and cash equivalents of
$19.4  million  as compared to $31.3 million as  of  December  30,
1996,  a  decrease of $11.9 million. The decrease in the Company's
cash  and  cash equivalents was primarily the result of  operating
losses  and  capital expenditures offset by credit  borrowings  to
fund those activities.

Net  cash used in operating activities during quarter ending March
29,   1997  was  primarily  attributable  to  the  net  loss  from
operations  net  of  non-cash depreciation  and  amortization,  an
increase  in  accounts receivable and inventories offset  by  cash
provided  by  increases  in  accounts payable  and  other  current
liabilities.   Other significant uses of cash during  the  quarter
ended  March  29,  1997 were $8.8 million in capital  expenditures
related   primarily  to  the  acquisition  of  manufacturing   and
engineering   equipment  to  develop  new  products  and   enhance
productivity of the Singapore manufacturing facility.  In order to
fund  these  combined  uses of cash, the Company  drew  down  $120
million  on its credit facilities.  Credit lines are discussed  at
length below.

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.  This credit  facility  is
guaranteed  by  HEI and all outstanding amounts of  principal  and
accrued  interest  were payable on February 2, 1997.   In  January
1997,  this  facility  was  renewed under  similar  terms  for  an
additional year, due on January 30, 1998.  As of March  29,  1997,
$13.8 million was outstanding.

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.   As  of March 29, 1997, $100 million was  outstanding.
On  April  10,  1997,  all outstanding amounts  of  principal  and
accrued  interest were paid as the Company obtained a $150 million
intercompany  line of credit from HEA which replaces the  previous
HEA  line.  This line of credit allows for draw downs up  to  $150
million  and  interest is payable quarterly.  As of May  3,  1997,
$115 million was outstanding.

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.   In
September  1996, the Facilities were increased by $10  million  to
total $225 million. The Facilities are guaranteed by HEI.  A total
of  $96  million of the Facility is a 364-day committed  facility,
renewable  annually  at the option of the syndicate  banks.   Such
facility  is  used  primarily for general operating  purposes  and
bears interest at a rate based on LIBOR plus 0.53 percent.  As  of
March  29,  1997,  $96 million of borrowings under  this  line  of
credit  were  outstanding.   A  total  of  $129  million  of   the
Facilities is a three year committed facility that is  also   used
primarily for general operating purposes and bears interest  at  a
rate based on LIBOR plus 0.53 percent.  As of March 29, 1997, $129
million of borrowings under this line of credit were outstanding.

From  September  30, 1996 to March 29, 1997, the Company  obtained
credit  facilities amounting to $60 million in the aggregate  from
four  banks. The facilities, which are guaranteed by HEI, are used
primarily  for  general operating purposes and  bear  interest  at
rates ranging from 5.97 percent to LIBOR plus 0.60 percent.  As of
March  29,  1997,  $60 million of borrowings under  this  line  of
credit were outstanding.

The  liquidity  of the Company continued to be adversely  affected
during  the quarter ended March 29, 1997 by losses from operations
and  liquidity has been significantly reduced compared to the same
period  last  year.  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  controlling other operating expenses. 

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 line of credit
borrowing  capabilities (supported by HEI and  HEA)  and  expected
equity  infusion,  should  be sufficient  to  fund  the  Company's
working  capital  and  capital  expenditure  requirements  through
fiscal year 1997.  There can be no assurance, however, that financing
will be available on terms which are favorable to the Company.


TRENDS AND UNCERTAINTIES

General
The  Company  competes in the highly cyclical disk drive  industry
and  is  subject  to  a number of risks which  have  affected  the
Company's operating results in the past and may affect its  future
operating  results.  The  industry  is  characterized   by   rapid
technological  change,  intense competition,  short  product  life
cycles, 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.   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.

Industry Characteristics
As  with  all companies in the disk drive industry, the  Company's
financial results continue to be heavily dependent on the  success
of  its  products.  Competitive areal densities are continuing  to
increase  dramatically.  Several larger competitors  have  already
focused  their  desktop  drive products on magneto-resistive  (MR)
head  technology.    MR  heads  provide  more  signal  than  older
inductive head technologies at today's high densities.  Currently,
the  Company believes this more aggressive MR-based areal  density
curve is dictating the capacities of choice at major OEM accounts.
Additionally,  the Company believes alternative head  technologies
are  lagging  behind  the MR curve by four  to  six  months.   The
Company's reliance on alternative head technologies will not allow
it  to  capture  key customer accounts which is  critical  to  the
Company's  success.  Because of the factors discussed  above,  the
Company's  strategy  in  1997 forward is centered  on  introducing
desktop  products which incorporate MR technology  and  which  are
increasingly less expensive to manufacture.

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.  During 1996, the Company
successfully   managed  certain  product  transitions.    However,
certain  new products introduced by competitors, as well as  those
introduced  by the Company, tend to displace older products.   The
failure  to adequately manage product transitions could result  in
the  loss  of  market  opportunities,  significantly  lower  gross
margins,   decreased 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.


Manufacturing Characteristics
The  Company's  manufacturing processes require large  volumes  of
leading edge, high-quality components supplied by outside vendors.
Generally,  the Company does not have long-term supply  agreements
with  its  vendors.  The Company has qualified multiple vendors
for  components  where  practical.   However,  some  leading  edge
components for the Company's new generation of products  may  only
be  available from a limited number of vendors.  The  Company  has
periodically received notices from vendors that they are unable to
supply  required  volumes of certain key components.   Vendor  de-
commitments  can  adversely impact the Company's ability  to  ship
products  as  scheduled to its customers.  While the  Company  has
qualified  and  continues  to qualify multiple  vendors  for  many
components, it is reliant on, and will continue to be reliant  on,
the  availability of supply from its vendors for many  semi-custom
and  custom  integrated  circuits,  heads,  media  and  other  key
components.    Because  the Company is less vertically  integrated
than  its  competitors, an extended shortage of required materials
and  supplies  could have a more severe effect  on  the  Company's
revenues  and earnings as compared to its competition.   In  light
of   current  industry  conditions,  the  Company  is  focused  on
developing  excellent business relationships with its vendors  and
utilizing   strategic  alliances  for  certain  components   where
practical.


                          PART II. OTHER  INFORMATION
                                
Item 1.  LEGAL PROCEEDINGS


On  December  20,  1996, the Company filed an action  in  Colorado
District  Court, County of Boulder, against StorMedia,  Inc.,  its
subsidiary, StorMedia International, Ltd. and its Chief  Executive
Officer,  William J. Almon.  This action, which arose  out  of  an
agreement for the purchase of media by the Company from StorMedia,
was stayed in March 1997.

The  Company has been notified of certain other claims,  including
claims of patent infringement.  While the ultimate outcome of such
claims  is  not determinable, there can be no assurance  that  the
claims will be resolved favorably to the Company or will not  have
a  material adverse impact on the financial condition, results  of
operations or cash flows of the Company.


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

a)Exhibits:
  The  exhibits  listed  on the accompanying  index  to  exhibits
  immediately following the signature page are filed as  part  of
  this report.

b)Reports on Form 8-K:
  None





                             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:  May 12, 1997                By:  \s\ Paul J. Tufano
                                      Paul J. Tufano
                                      Vice President, Finance and
                                      Chief Financial  Officer





                             Maxtor Corporation
                             Index to Exhibits

Exhibit
Number


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.

10.163          Intercompany Loan Agreement, dated as of April 10, 1997,
                between Maxtor Corporation and Hyundai Electronics America

27              Financial Data Schedule
------------------------------------------------------------------
 (3) Incorporated by reference to exhibits to Registration
     Statement No. 33-12123 effective February 26, 1987
 (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
(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
(31) Incorporated by reference to exhibit III of Schedule 14D-9 fi
     led November 9, 1995
(32) Incorporated by reference to exhibit VI of schedule 14D-9
     filed November 9, 1995
(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 Augu
     st 13, 1996