30
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C. 20549


                                 FORM 10-Q


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

For the period ended September 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

33,542,522 shares of Common Stock and 19,489,000 shares of Class A Common
Stock were issued and outstanding as of November 4, 1995.

This quarterly report on Form 10-Q contains 142 pages of which this is page
number 1.


                              MAXTOR CORPORATION

                                  FORM 10-Q

                              September 30, 1995

                                    INDEX



Part  I.  Financial Information                                 Page


   Item 1.  Consolidated Financial Statements

            Consolidated Statements of Loss-
              Three Months and Six Months Ended
              September 30, 1995 and September 24, 1994               3

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

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

            Notes to Consolidated Financial Statements            7 - 9


   Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations      10 - 16



Part  II.  Other Information

   Item 1.  Legal Proceedings                                        17

   Item 4.  Submission of Matters to a Vote of Stockholders          17

   Item 5.  "Other Information" - Part II                            18

   Item 6.  Exhibits and Reports on Form 8-K                         18



Signature Page                                                       19



                      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          Six Months Ended
                            ----------------------    ----------------------
                            Sept. 30,   Sept. 24,     Sept. 30,   Sept. 24,
                              1995        1994          1995        1994
                            ----------  ----------    ----------  ----------
Revenue                     $ 281,406   $ 174,368     $ 597,300   $ 392,678
Cost of revenue               281,359     191,064       567,392     385,350
                            ----------  ----------    ----------  ----------
Gross margin                       47     (16,696)       29,908       7,328

Operating expenses:
  Research and development     21,847      14,589        44,638      28,625
  Selling, general and
    administrative             19,486      21,437        38,462      42,482
                            ----------  ----------    ----------  ----------
Total operating expenses       41,333      36,026        83,100      71,107
                            ----------  ----------    ----------  ----------
Loss from operations          (41,286)    (52,722)      (53,192)    (63,779)

Interest expense               (2,511)     (2,445)       (4,331)     (4,416)
Interest income                   107       1,050           659       2,489
                            ----------  ----------    ----------  ----------
Loss before income taxes      (43,690)    (54,117)      (56,864)    (65,706)
Provision for income taxes        798         600         1,451       1,200
                            ----------  ---------     ----------  ----------
Net loss                    $ (44,488)  $ (54,717)    $ (58,315)  $ (66,906)
                            ==========  ==========    ==========  ==========

Net loss per share          $   (0.84)  $   (1.09)    $   (1.11)  $   (1.34)
                            ==========  ==========    ==========  ==========

Shares used in computing
  net loss per share           52,866      50,256        52,476      50,091
                            ==========  ==========    ==========  ==========



                               See accompanying notes.




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

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

Current assets:
  Cash and cash equivalents                       $  19,377    $  96,518
  Short-term investments                                  -       11,998
  Accounts receivable, net of allowance for
    doubtful accounts of $3,405 at September
    30, 1995 and $3,850 at March 25, 1995           141,436      111,530
  Inventories:
    Raw materials                                    76,437       40,528
    Work-in-process                                  28,684       28,398
    Finished goods                                   38,036       20,754
                                                  ----------   ----------
                                                    143,157       89,680
  Prepaid expenses and other                         13,409        8,695
                                                  ----------   ----------
      Total current assets                          317,379      318,421

Property, plant and equipment, at cost:
  Buildings                                          22,822       22,575
  Machinery and equipment                           173,683      146,020
  Furniture and fixtures                             13,019       12,177
  Leasehold improvements                             10,734        9,262
                                                  ----------   ----------
                                                    220,258      190,034
  Less accumulated depreciation and amortization   (145,507)    (133,890)
                                                  ----------   ----------
    Net property, plant and equipment                74,751       56,144
Other assets                                          5,627        7,282
                                                  ----------   ----------
                                                  $ 397,757     $ 381,847
                                                  ==========   ==========



                           See accompanying notes.


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

                                (Continued)


                                                   Sept. 30,    March 25,
                                                     1995         1995
                                                  ----------   ----------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Short-term borrowings                           $  72,000    $  30,000
  Accounts payable                                  161,419      136,746
  Income taxes payable                                7,287        6,807
  Accrued payroll and payroll-related expenses       16,982       14,802
  Accrued warranty                                   23,999       25,058
  Accrued expenses                                   21,856       19,607
  Long-term debt and capital lease obligations
    due within one year                               2,778        2,957
                                                  ----------   ----------
      Total current liabilities                     306,321      235,977

Long-term debt and capital lease obligations
  due after one year                                100,664      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:
    September 30, 1995 - 33,540,710 shares;
    March 25, 1995 - 32,217,287 shares                  335          322
  Additional paid-in capital                        332,528      327,357
  Accumulated deficit                              (342,286)    (283,971)
                                                  ----------   ----------
      Total stockholders' equity (deficit)           (9,228)      43,903
                                                  ----------   ----------
                                                  $ 397,757    $ 381,847
                                                  ==========   ==========




                             See accompanying notes.




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

                                                         Six Months Ended
                                                     Sept. 30,      Sept. 24,
                                                       1995           1994
                                                   -----------    -----------
Increase (decrease) in cash and cash equivalents
Cash flows from operating activities:
  Net loss                                         $  (58,315)    $  (66,906)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation and amortization                      19,322         20,188
    Loss on disposal of property, plant and equipment      47            495
    Change in assets and liabilities:
      Accounts receivable                             (29,906)        11,240
      Inventories                                     (53,477)       (11,489)
      Prepaid expenses and other                       (4,714)           723
      Accounts payable                                 15,157        (19,219)
      Income taxes payable                                480            217
      Accrued payroll and payroll-related expenses      2,180          4,095
      Accrued warranty                                 (1,059)        (3,595)
      Accrued special and restructuring                  (340)       (16,772)
      Accrued expenses                                  2,589          5,432
                                                   -----------    -----------
  Total adjustments                                   (49,721)        (8,685)
                                                   -----------    -----------
  Net cash used in operating activities              (108,036)       (75,591)

Cash flows from investing activities:
  Purchases of short-term investments                       -        (30,091)
  Proceeds from maturity of short-term investments     11,998         44,918
  Purchase of property, plant and equipment           (30,105)       (13,016)
  Proceeds from disposal of property, plant and
    equipment                                             133          2,172
  Other                                                 3,288            329
                                                   -----------    -----------
  Net cash provided by (used in) investing
    activities                                        (14,686)         4,312

Cash flows from financing activities:
  Proceeds from issuance of short-term borrowings,
    net of payments                                    42,000              -
  Proceeds from issuance of debt                            -            125
  Principal payments on debt                           (1,403)        (2,562)
  Principal payments under capital lease obligations     (200)          (260)
  Proceeds from issuance of common stock, net of
    notes receivable, stock repurchases and tax
    benefits                                            5,184          2,286
                                                   -----------    -----------
  Net cash provided by (used in) financing
    activities                                         45,581           (411)
                                                   -----------    -----------
Net change in cash and cash equivalents               (77,141)       (71,690)

Cash and cash equivalents at beginning of period       96,518        144,520
                                                   -----------    -----------
Cash and cash equivalents at end of period         $   19,377     $   72,830
                                                   ===========    ===========

                           See accompanying notes.


(In thousands)
(Unaudited)                                     Six Months Ended
----------------------------------------------------------------------
                                              Sept. 30,    Sept. 24,
                                                 1995         1994
----------------------------------------------------------------------
Supplemental disclosures of cash flow information:
  Cash paid for:
  Interest                                    $   237      $ 3,432
  Income taxes                                    929          563

Supplemental information on noncash investing and financing activities:
  Capital lease obligations                   $   121      $   149
  Purchase of property, plant & equipment
    financed by accounts payable                4,072            -
----------------------------------------------------------------------



                             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  August  31,  1995,  the  Company established a $100  million  unsecured,
revolving line of credit arranged by 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  to
refinance  debt under the CIT agreement, and for general operating purposes.
As of September 30, 1995, $72 million of borrowings were outstanding.  There
were  no  letters  of  credit  outstanding under  this  line.   The  balance
available for additional borrowings under the Citibank facility at September
30, 1995 is $28 million.

Under the terms of the guarantee, HEI may elect, at its sole discretion,  to
receive shares of the Company and its subsidiaries in lieu of payment.

In  September  1993,  the Company obtained a secured, asset-based  revolving
line  of  credit.   The  original committed  line  of  credit  provided  for
borrowings  up  to  $76  million over a two-year term  and  was  secured  by
receivables, certain inventories and other assets.  This revolving  line  of
credit includes sublines for letters of credit and bears interest at various
rates.  Borrowings under this line of credit were limited to a percentage of
eligible receivables.  The agreement includes covenants to maintain  certain
financial  ratios and precludes the Company from paying cash dividends.   On
August 2, 1995, the Company received an unconditional waiver of defaults  of
minimum operating profit and capital expenditures covenants that occurred as
of  the  fiscal quarter ended July 1, 1995.  This waiver enabled the Company
to  borrow,  if  necessary, through the fiscal quarter ending September  30,
1995.   On  October  11,  1995, the Company received  another  unconditional
waiver  of  defaults  of maximum capital expenditures, maximum  and  minimum
working  capital,  leverage ratio, maximum operating loss  and  minimum  net
worth covenants that occurred as of the fiscal quarter ending September  30,
1995.   The  Company reduced the line of credit to $20 million.  On  October
17,  1995,  the  Company received an amendment to its line  of  credit  with
respect to each of the financial covenants that are measured at the  end  of
each  fiscal quarter and fiscal year end.  The amendment specified that  the
commitment  on the line will terminate on August 29, 1996.  As of  September
30,  1995, there were no borrowings under the secured credit line, but there
were  $1.3  million of letters of credit outstanding.  The balance available
for additional borrowings under this line of credit as of September 30, 1995
was approximately $18.7 million using the September 30, 1995 borrowing base.


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 September
30, 1995 and September 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 21.1%  and  12.7%,  respectively,  of
revenues for the three-month and six-month periods ended September 30, 1995.
Additionally, this customer accounted for 33.0% of the outstanding  accounts
receivable  balance at September 30, 1995.  If the Company fails to  perform
its  obligations to the Company, such failure would have significant adverse
effects  upon the Company's financial position, results of operations,  cash
flows  and  liquidity.   Another customer accounted  for  10.5%  and  12.5%,
respectively,  of  the  revenues for the three-month and  six-month  periods
ended September 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

On  November  2,  1995, the Company entered into an Agreement  and  Plan  of
Merger with Hyundai Electronics America (HEA) and its subsidiary (Purchaser)
pursuant to which Purchaser has agreed to acquire by a cash tender offer  of
$6.70  per  share for all of the outstanding shares of the Company's  common
stock which are not owned by HEA or its affiliates.

The  acquisition by Purchaser was approved by the Board of Directors and  is
subject to approval of both the U.S. and Korean governments and satisfaction
of other normal and customary closing conditions.  The Agreement and Plan of
Merger  has  been  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 also intensely competitive and significant  price
erosion is typical during the life of a product.  At times, the industry  is
subject  to  excess production capacity, and component cost and availability
pressures.   In  addition to being impacted by these industry  factors,  the
Company  has  been less successful 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 greater financial and other resources and 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 eleven 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,
cost  and time-to-market issues with regard to its new products, the Company
was not profitable during the first two quarters of fiscal year 1996 and the
Company does not expect to be profitable during the remainder of fiscal year
1996.

As  noted  above, the disk drive industry is subject to rapid  technological
change   and  short  product  life  cycles  as  data  storage  manufacturers
continually  strive  for  smaller form factors, larger  storage  capacities,
higher  performance  and  lower  cost.  Shorter  product  life  cycles  also
increase  the  importance of the Company's ability  to  successfully  manage
product  transitions.   The  Company  has  been  less  successful  than  its
competitors  in  managing product transitions, and successful  new  products
introduced by competitors have tended to displace older products,  including
the   Company's   products.   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.

As  a result of the rapid technological change and short product life cycles
characteristic of the industry, bringing new products to market on a  timely
basis   has  become  increasingly  critical  to  competing  in  this   price
competitive environment.  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, which  are
being  produced  at  lower costs.  If competitors introduce  products  which
offer  greater capacity, better performance, lower prices or any combination
of  these  factors, the Company's results of operations would  be  adversely
affected.  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 six months of fiscal year 1996, there  can  be  no
assurance that price erosion will not increase substantially.

As  a  result of volatile business conditions in the personal computer  (PC)
industry,  including the trend toward consolidation among PC  manufacturers,
sales  to  original equipment manufacturers (OEMs) have become  increasingly
important  to the success of the disk drive industry participants.   In  the
first  six  months of fiscal year 1996, the Company experienced a change  in
channel  mix  towards  higher percentage of OEM sales  primarily  due  to  a
component  shortage  which  reduced the availability  of  products,  thereby
requiring  the  Company  to  reduce its allocation  of  inventories  to  the
distribution  channel.   Although the Company intends  to  continue  in  its
efforts  to increase its share of the OEM market, there can be no  assurance
that  the  Company  will  be successful in such efforts.   The  Company  has
experienced  and  continues  to  be heavily dependent  on  the  distribution
channel,  which subjects the Company to certain pricing pressures and  other
factors  unique  to that channel, including historically  higher  levels  of
product  returns  compared  to the levels of returns  experienced  with  OEM
customers.

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.  However,
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  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.

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
practicable; the Company believes, however, that it will have to continue to
utilize  leading edge components which may only be available from  a  single
source.

With  the  expansion  of production experienced by the disk  drive  industry
during  fiscal year 1995 and continuing into fiscal year 1996, shortages  of
certain  key  components  for the disk drive industry  have  increased,  the
Company  has  experienced shortages, and the Company expects  that  industry
shortages  and increased costs of key components will continue  into  future
quarters.   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.

--------------------------------------------------------------------------
                            Three Months Ended       Six Months Ended
                        Sept. 30,   Sept. 24,      Sept. 30,   Sept. 24,
(In millions)            1995        1994           1995        1994
--------------------------------------------------------------------------
Revenue               $  281.4    $  174.4       $  597.3    $  392.7

Gross margin          $    0.0    $  (16.7)      $   29.9    $    7.3
  As a percentage
    of revenue             0.0%       (9.6%)          5.0%        1.9%

Net loss              $  (44.5)   $  (54.7)      $  (58.3)   $  (66.9)
  As a percentage
    of revenue           (15.8%)     (31.4%)         (9.8%)     (17.0%)

Net loss per share    $   (0.84)  $   (1.09)     $   (1.11)  $   (1.34)
---------------------------------------------------------------------------

Revenue
Revenue  for  the Company's second quarter of fiscal year 1996 increased  by
61% from the same quarter of the prior fiscal year, primarily as a result of
an  increase in unit volumes and a shift to the higher-capacity drives which
have  higher  average  unit selling prices, offset in  part  by  competitive
pricing  pressures.  In the second quarter of fiscal year 1996, unit volumes
increased  by nearly 50% from approximately 1.0 million units in the  second
quarter of fiscal year 1995 to approximately 1.5 million units in the second
quarter  of  fiscal  year 1996.  Approximately 32% of the  Company's  second
quarter  fiscal  year  1996  unit volumes was comprised  of  drives  with  a
capacity  of  1.0 gigabytes (GB) or higher and 67% was comprised  of  drives
with  a capacity between 540 megabytes (MB) and 1.0GB; whereas the Company's
unit  volume  for the second quarter of the prior fiscal year  comprised  of
approximately  90%  drives with a capacity of 540MB or less.   Average  unit
selling  prices,  in  terms  of megabyte per dollar,  dropped  substantially
between  fiscal years 1995 and 1996, particularly for drives with capacities
of  540MB  or less.  During the second 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 has shifted to
the  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 six month period ended September 30, 1995 with the six  month
period ended September 24, 1994, revenue increased by 52% or $204.6 million,
primarily as a result of an increase in unit volumes and a shift in  product
mix to higher-capacity product offerings which generally have higher average
unit  selling prices.  Revenue for the first six months of fiscal year  1996
also reflects a 27-week period as compared to a 26-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.  However,  revenues  in
fiscal  year  1996  were lower than expected as a result of  a  shortage  in
required volumes of certain components which reduced production volumes.

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 six 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.

During  the second quarter of fiscal year 1996, the Company had one customer
which  accounted  for  approximately 21% of  the  Company's  revenue.   This
customer  also accounted for approximately 13% of the Company's revenue  for
the first six months of fiscal year 1996.  This percentage may fluctuate  in
future  periods  and  there can be no assurance that  it  will  not  decline
significantly.  During the second quarter of fiscal year 1995  one  customer
accounted for approximately 10% of the Company's revenue.

Gross Margin
Gross  margin as a percentage of revenue was zero for the second quarter  of
fiscal year 1996 as compared to (10%) for the second quarter of fiscal  year
1995.   For the first half of fiscal year 1996, gross margin as a percentage
of revenue increased to 5% from 2% for the first half of fiscal year 1995.

Although  the shift of the Company's products sold was towards  the  higher-
capacity  products which generally have a higher average selling  price  per
unit, any increase in margin which would have resulted from this shift  were
offset  by  the following: continued lower prices on products of  850MB  and
lower capacities due to industry driven pricing pressures which commenced in
the  prior  quarter, pricing pressures on 1.0GB and 1.2GB  products  in  the
latter  part  of the first quarter and early part of the second  quarter  of
fiscal  year 1996, and lower volumes during the quarter due to shortages  of
certain key components.  The negative gross margin for the second quarter of
fiscal  year  1995 was primarily attributable to intense price  competition,
particularly  among low-capacity products, and excess industry capacity,  as
well  as  to  cost and time-to-market issues with regard to certain  of  the
Company's products.  Further, the Company was more heavily dependent on  the
aftermarket  in  the  prior year and, therefore,  more  susceptible  to  the
pricing pressures inherent to the distribution channel.

The  Company's gross margin improved from (9.6%) for the second  quarter  of
fiscal year 1995 to 9.0% for the third quarter, 10.0% for the fourth quarter
of  fiscal  year  1995 and 9.5% for the first quarter of fiscal  year  1996,
before  it  declined to 0% for the second quarter of fiscal year  1996.  The
improvement  in gross margin through the first quarter of fiscal  year  1996
occurred primarily as a result of both a product mix shift from low-capacity
products  to  higher-capacity products which  have  higher  margins  and  an
increase  in  unit  sales volumes of the higher-capacity products.   In  the
second  quarter of fiscal year 1995, the Company incurred charges  amounting
to  approximately  $18  million related to the write-down  of  obsolete  and
excess  inventory and equipment for 170MB and 340MB products nearing end  of
life,  price protection, excess 1.8-inch inventory, and a substantial return
from an OEM customer.  In the third quarter of fiscal year 1995, even though
the level of price competition was still intense, the magnitude of the price
erosion had slowed down.  The price competition started to pick up again  in
the  first quarter of fiscal year 1996.  In the first quarter of fiscal year
1996,  the  Company  experienced a shortage of  a  key  component  from  its
supplier which drove up the price of that component.  The component shortage
affected the Company's manufacture of the higher-capacity products  and  its
average manufacturing costs, thereby reducing the gross margin in the second
quarter of fiscal year 1996.

As  noted  earlier, the level of price competition increased again  in  June
1995 and continued through August 1995.  The Company is currently working on
pricing  of  its new 1.6GB products to generate the unit volume required  to
improve gross margin.  The Company will also continue its efforts to  reduce
its  average  unit manufacturing costs.  However, there can be no  assurance
that  average unit selling prices will not decline at a more rapid  rate  or
that  the Company will be successful in its efforts to improve gross margin.
In  addition, given the cyclical nature of the disk drive industry  and  the
Company's  dependence  on  the  success of certain  products,  as  discussed
earlier, there can be no assurance that the Company will be able to  improve
or maintain its current gross margin.

Operating expenses
----------------------------------------------------------------------------
                                Three Months Ended         Six Months Ended
                               Sept. 30,  Sept. 24,     Sept. 30,  Sept. 24,
(In millions)                    1995       1994          1995       1994
----------------------------------------------------------------------------
Research and development      $  21.8    $  14.6       $  44.6    $  28.6
  As a percentage of revenue      7.7%       8.4%          7.5%       7.3%

Selling, general and
  administrative              $  19.5    $  21.4       $  38.5    $  42.5
  As a percentage of revenue      6.9%      12.3%          6.4%      10.8%
----------------------------------------------------------------------------

Research and development (R&D) expenses for the second quarter and first six
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  flat  during  the
remainder  of  fiscal  year 1996 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 second quarter and first six 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
decreased  and  reflects 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.

Interest expense and interest income
----------------------------------------------------------------------------
                         Three Months Ended       Six Months Ended
                      Sept. 30,   Sept. 24,     Sept. 30,    Sept. 24,
(In millions)           1995        1994          1995         1994
----------------------------------------------------------------------------
Interest expense      $   2.5     $   2.4       $   4.3     $   4.4

Interest income       $   0.1     $   1.0       $   0.7     $   2.5
----------------------------------------------------------------------------

Interest  expense remained flat due to the same average amount of borrowings
outstanding  during the second quarter and first six months of  fiscal  year
1996  as  compared to the same periods of the prior fiscal year.  On  August
31,  1995, the Company established a $100 million unsecured, revolving  line
of  credit  arranged  by Citicorp Securities Inc. and syndicated  among  ten
banks which is guaranteed by Hyundai Electronics Industries Co., Ltd. (HEI).
The  Company  had $72 million of borrowings outstanding as of September  30,
1995  and  intends  to  keep  approximately the  same  or  higher  level  of
borrowings  throughout  the  year.   Therefore,  the  interest  expense  may
increase  in  future quarters depending upon interest rates and the  average
amount  of borrowings outstanding.  Interest income decreased in the  second
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.

Provision for income taxes
----------------------------------------------------------------------------
                               Three Months Ended      Six Months Ended
                               Sept. 30, Sept. 24,   Sept. 30, Sept. 24,
(In millions)                   1995      1994        1995      1994
----------------------------------------------------------------------------

Provision for income taxes    $  0.8    $  0.6      $  1.5    $  1.2
----------------------------------------------------------------------------

The  provision  for income taxes consists primarily of foreign  taxes.   The
Company's  effective tax rate for the second quarters 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
---------------------------------------------------------------------------
                                                      Sept. 30,
(In millions)                                           1995
---------------------------------------------------------------------------
Cash, cash equivalents and short-term investments     $  19.4

Short-term borrowings                                 $  72.0

Net cash used in operating activities                 $  108.0

Net cash used in investing activities                 $   14.7

Net cash provided by financing activities             $   45.6
----------------------------------------------------------------------------

As  of September 30, 1995, the Company had cash, cash equivalents and short-
term  investments of $19.4 million as compared to $108.5 million as of March
25,  1995, a decrease of $89.1 million.  The decrease in the Company's  cash
and cash equivalents was primarily the result of operating losses as well as
an  increase in accounts receivable and purchases of inventory and property,
plant and equipment.

Of  the net cash used in operating activities during the first six months of
fiscal  year  1996,  net  loss less non-cash depreciation  and  amortization
accounted  for  approximately  $39.0  million.   An  increase  in   accounts
receivable, inventory and accounts payable, net of payables used to  finance
purchases of property, plant and equipment, accounted for a net use of  cash
of   approximately  $29.9  million,  $53.5  million  and  ($15.2)   million,
respectively.   The  increase  in  accounts  receivable  of  $29.9   million
primarily reflects a higher concentration of sales during the last month  of
the quarter for the quarter ended September 30, 1995.  Despite the Company's
efforts  to  balance production with demand and control inventory purchases,
the  increase in inventories occurred in raw materials as a result  of  some
planned  purchases  of  available key components in anticipation  of  future
industry-wide  component  shortages and build up  of  other  components  for
products  which  could  not  be completed due to shortages  of  certain  key
components  during the quarter.  Accounts payable, net of payables  used  to
finance purchases of property, plant & equipment, increased by approximately
$15.2 million primarily due to the growth of cost of revenue.

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 21.1%  and  12.7%,  respectively,  of
revenues for the three-month and six-month periods ended September 30, 1995.
Additionally, this customer accounted for 33.0% of the outstanding  accounts
receivable balance at September 30, 1995.  If the customer fails to  perform
its  obligations to the Company, such failure would have significant adverse
effects  upon the Company's financial position, results of operations,  cash
flows  and  liquidity.   Another customer accounted  for  10.5%  and  12.5%,
respectively,  of  the  revenues for the three-month and  six-month  periods
ended September 24, 1994.

Net  cash used in investing activities during the first six months of fiscal
year   1996   was  primarily  attributable  to  $30.1  million  of   capital
expenditures  offset  in  part  by $12.0 million  of  short-term  investment
maturities,  net  of  purchases.   A  significant  portion  of  the  capital
expenditures  activity  was  related to  the  acquisition  of  manufacturing
equipment.   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  and
equipment financing and cash flow from operations.

On  August  31,  1995,  the  Company established a $100  million  unsecured,
revolving line of credit arranged by Citicorp Securities Inc. and syndicated
among  ten  banks  which is guaranteed by HEI.  This $100  million  line  of
credit  is  a  364-day committed facility, renewable annually  up  to  three
years,  that will be used to refinance debt.  As of September 30, 1995,  $72
million  of  borrowings were outstanding.  There were no letters  of  credit
outstanding   under  this  line.   The  balance  available  for   additional
borrowings  as  of  September 30, 1995 under the Citibank  facility  is  $28
million.

Under the terms of the guarantee, HEI may elect, at its sole discretion,  to
receive shares of the Company and its subsidiaries in lieu of payment.

In  September  1993,  the Company obtained a secured, asset-based  revolving
line  of  credit.   The  original committed  line  of  credit  provided  for
borrowings  up  to  $76  million over a two-year  term  and  is  secured  by
receivables, certain inventories and other assets.  This revolving  line  of
credit includes sublines for letters of credit and bears interest at various
rates.  Borrowings under this line of credit are limited to a percentage  of
eligible receivables.  The agreement includes covenants to maintain  certain
financial  ratios and precludes the Company from paying cash dividends.   On
August 2, 1995, the Company received an unconditional waiver of defaults  of
minimum operating profit and capital expenditures covenants that occurred as
of  the  fiscal quarter ended July 1, 1995.  This waiver enables the Company
to  borrow,  if  necessary, through the fiscal quarter ending September  30,
1995.   On  October  11,  1995, the Company received  another  unconditional
waiver  of  defaults  of maximum capital expenditures, maximum  and  minimum
working  capital,  leverage ratio, maximum operating loss  and  minimum  net
worth covenants that occurred as of the fiscal quarter ending September  30,
1995.   The  Company reduced the line of credit to $20 million.  On  October
17,  1995,  the  Company received an amendment to its line  of  credit  with
respect to each of the financial covenants that are measured at the  end  of
each  fiscal quarter and fiscal year end.  The amendment specified that  the
commitment  on the line will terminate on August 29, 1996.  As of  September
30,  1995, there were no borrowings under the secured credit line, but there
were  $1.3  million of letters of credit outstanding.  The balance available
for  additional  borrowings  under the line as of  September  30,  1995  was
approximately $18.7 million using the September 30, 1995 borrowing base.

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

The  liquidity  of  the Company has been adversely affected  by  significant
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 improving liquidity.  In addition to attempting to improve
gross  margin on product sales through the introduction of new products  and
reduction of manufacturing costs, the Company remains focused on controlling
other  operating expenses.  As discussed earlier, the Company believes  that
it  must  continue to make substantial investments in R&D since  the  timely
introduction  and  transition  to  volume  production  of  new  products  is
essential to its future success, but expects that R&D expenses will  flatten
in future quarters until margins improve and the Company is profitable.  The
Company  anticipates a more linear shipment pattern during the remainder  of
fiscal  year  1996, which coupled with efforts to improve gross  margin,  is
expected to result in an improvement in liquidity.

On  November  2,  1995, the Company entered into an Agreement  and  Plan  of
Merger with Hyundai Electronics America (HEA) and its subsidiary (Purchaser)
pursuant to which Purchaser has agreed to acquire by a cash tender offer  of
$6.70  per  share for all of the outstanding shares of the Company's  common
stock which are not owned by HEA or its affiliates.

The  acquisition by Purchaser was approved by the Board of Directors and  is
subject to approval of both the U.S. and Korean governments and satisfaction
of other normal and customary closing conditions.  The Agreement and Plan of
Merger  has  been  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 line of credit  and  term  loan
facilities,  the  Company may not declare or pay any dividends  without  the
prior consent of its lenders.



                         PART II. OTHER  INFORMATION

Item 1.  LEGAL PROCEEDINGS

As  part  of  the acquisition of the MiniScribe business in June  1990,  the
Company  was  assigned  a  patent license agreement between  MiniScribe  and
Rodime  plc (Rodime) covering patents related to 3.5-inch disk drives.   The
Company  believes that the assignment was valid; however, Rodime  has  taken
the  position  that the assignment was invalid and would not  in  any  event
cover  3.5-inch  drives  manufactured and sold by  the  Company  before  the
acquisition  of MiniScribe's assets.  In February 1993, Maxtor commenced  an
action  for declaratory relief in 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 4.  SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS

At the annual meeting of stockholders held on August 10, 1995, the following
persons  were  reelected  to serve as Class II directors:  C.  S.  Park  and
Charles  Hill.  Director Ryal R. Poppa resigned effective July 21, 1995  and
the  Board of Directors substituted Mr. Hill, formerly a Class III director,
as nominee in place of Mr. Poppa.

The  following matters were submitted to a vote of the stockholders with the
results of the voting being as shown:
----------------------------------------------------------------------------
                                                                    Broker
                                                                    "Non-
                                   For       Against      Abstain    Votes"
----------------------------------------------------------------------------
Approval of the Maxtor
  Corporation 1996 Outside
  Directors Stock Option Plan,
  under which 340,000 shares
  of Common Stock are reserved
  for issuance pursuant to the
  Directors Plan                29,403,704  1,986,742    142,759  13,467,239

Approval of the amendment to
  the Company's 1992 Employee
  Stock Purchase Plan to
  increase the number of
  shares of Common Stock
  reserved for issuance under
  the Plan from 2,900,000
  to 4,400,000                 27,282,622   3,999,294    251,289  13,467,239

Approval and ratification of
  the appointment of Ernst &
  Young LLP as the Company's
  independent auditors         44,676,534     230,091     93,819          -
----------------------------------------------------------------------------

On  August 16, 1995, Charles F. Christ was appointed to fill the vacancy  on
the Board arising from Mr. Poppa's resignation.


Item 5.  OTHER INFORMATION

On  November  2,  1995, the Company entered into an Agreement  and  Plan  of
Merger with Hyundai Electronics America (HEA) and its subsidiary (Purchaser)
pursuant to which Purchaser has agreed to acquire by a cash tender offer  of
$6.70  per  share for all of the outstanding shares of the Company's  common
stock which are not owned by HEA or its affiliates.

The  acquisition by Purchaser was approved by the Board of Directors and  is
subject to approval of both the U.S. and Korean governments and satisfaction
of other normal and customary closing conditions.  The Agreement and Plan of
Merger  has  been  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 20 to 29 hereof.


                                 SIGNATURE


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


                                              MAXTOR CORPORATION



Date:  November 14, 1995               By:     /s/ Nathan Kawaye
                                           -------------------------
                                                Nathan Kawaye
                                           Vice President, Finance,
                                           Chief Accounting Officer



                            INDEX TO EXHIBITS

Exhbit 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

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                                   30 - 117

10.143       The Guaranty and Recourse Agreement among Registrant
             and Hyundai Electronics Industries Co., Ltd.,
             dated August 31, 1995                                  118 - 122

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                                       123 - 133

10.145       Amendment to the Financing Agreement among Registrant
             and the CIT Group/Business Credit, Inc., dated
             October 17, 1995                                       134 - 138

11.1         Computation of Net Loss Per Share                      139 - 140

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                                141 - 142

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