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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-Q/A

                                AMENDMENT NO. 1
                                       
                                       TO

(Mark one)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 For the period ended September 26, 1998 or 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 For the transition period from ______________ to ______________

Commission file Number:      0-14016
                       --------------------

                               MAXTOR CORPORATION
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                 Delaware                                 77-0123732
       -------------------------------                 ----------------
       (STATE OR OTHER JURISDICTION OF                 (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)                  IDENTIFICATION NO.)

      510 Cottonwood Drive, Milpitas, CA                     95035
   ----------------------------------------                ----------
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)

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

       Securities registered pursuant to Section 12(b) of the Act:  None

   Securities registered pursuant to Section 12(g) of the Act: Common Stock,
        $.01 par value, and 5.75% Convertible Subordinated Debentures,
                               due March 1, 2012

Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 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.
                                        Yes   X    No
                                            ------    ------

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
          ------


As of December 26, 1998, 94,293,499 shares of the registrant's Common Stock,
$.01 par value, were outstanding.

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The undersigned registrant hereby amends the following item to its Quarterly 
Report for the period ending September 26, 1998 on Form 10-Q, as filed with the 
Securities and Exchange Commission (the "Commission") on or about November 10, 
1998 (the "Report"), as set forth in the pages attached hereto:

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(SEE INDEX TO EXHIBITS ON PAGE E-1 OF THIS REPORT.)

There were no reports filed on Form 8-K during the reporting period ended
September 26, 1998.


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                                   SIGNATURES



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



                                                   MAXTOR CORPORATION

                                           By /s/  Glenn H. Stevens
                                              --------------------------------
                                                   Glenn H. Stevens
                                                   
                                                   Vice President, General
                                                   Counsel and Secretary


Date:    January 28, 1999


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                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit No.       Description
-----------       -----------
<S>               <C>
10.167            Supply Agreement, dated as of August 18, 1998, between Maxtor
                  Corporation and MMC Technology, Inc.*

10.168            Purchase and Sale Agreement, dated as of July 31, 1998,
                  between Maxtor Corporation and Maxtor Receivables Corporation
                  58 - 105+

10.169            Receivables Purchase Agreement, dated as of July 31, 1998,
                  among Maxtor Receivables Corporation and Maxtor Corporation
                  and Blue Keel Funding, LLC and Fleet National Bank+

10.170            Appendix A to the Receivables Purchase Agreement, dated as of
                  July 31, 1998, among Maxtor Receivables Corporation, Maxtor
                  Corporation, Blue Keel Funding, LLC and Fleet National Bank+

27                Financial Data Schedule+
</TABLE>




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

* This Exhibit has been filed separately with the Securities and Exchange
  Commission pursuant to an application for confidential treatment. The
  confidential portions of this Exhibit have been omitted and are marked by an
  asterisk.

+ Previously filed.


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