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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q/A
                               (Amendment No. 1)


(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

                  For the quarterly period ended MARCH 28, 2004

                                       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 0-14709

                       HUTCHINSON TECHNOLOGY INCORPORATED
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                MINNESOTA                              41-0901840
     -------------------------------               -------------------
     (State or other jurisdiction of               (I.R.S. Employer
      incorporation or organization)               Identification No.)

40 WEST HIGHLAND PARK DRIVE N.E., HUTCHINSON, MINNESOTA             55350
-------------------------------------------------------             -----
      (Address of principal executive offices)                    (Zip code)

                                 (320) 587-3797
                                 --------------
              (Registrant's telephone number, including area code)

       (Former name, address or fiscal year, if changed since last report)

Indicate by check mark 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 check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

As of May 4, 2004 the registrant had 26,073,379 shares of Common Stock issued
and outstanding.

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                                EXPLANATORY NOTE

This Amendment No. 1 to the Registrant's Quarterly Report on Form 10-Q for the
period ended March 28, 2004 is being filed solely to revise Part I, Item 2 --
Management's Discussion and Analysis of Financial Condition and Results of
Operations to correct an inadvertent misstatement regarding the Company's
expectation with respect to gross margin for the third quarter of 2004. The
original filing stated that the Company expects its gross margin to range from
23% to 25% of net sales for the third quarter of 2004. This Amendment revises
such statement to reflect the Company's expectation that its gross margin will
range from 24% to 27% of net sales for the third quarter of 2004.


                       HUTCHINSON TECHNOLOGY INCORPORATED

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                                 OF OPERATIONS.

When we refer to "we," "us," "HTI," or the "Company," we mean Hutchinson
Technology Incorporated and its subsidiaries. Unless otherwise indicated,
references to "2005" mean HTI's fiscal year ending September 25, 2005,
references to "2004" mean HTI's fiscal year ending September 26, 2004,
references to "2003" mean HTI's fiscal year ended September 28, 2003, references
to "2002" mean HTI's fiscal year ended September 29, 2002, references to "2001"
mean HTI's fiscal year ended September 30, 2001, references to "2000" mean HTI's
fiscal year ended September 24, 2000, and references to "1999" mean HTI's fiscal
year ended September 26, 1999.

GENERAL

Since the late 1980s, we have derived virtually all of our revenue from the sale
of suspension assemblies to a small number of customers. We currently supply a
variety of suspension assemblies and suspension assembly components to
manufacturers of disk drives and manufacturers of disk drive components
(including Alps, Fujitsu, Hitachi Global Storage Technologies and its
affiliates, Innovex, Kaifa, K.R. Precision, Maxtor, Pemstar, SAE Magnetics/TDK,
Samsung, Seagate Technology, Toshiba and Western Digital). Suspension assemblies
are a critical component of disk drives and our results of operations are highly
dependent on the disk drive industry. The disk drive industry is intensely
competitive, and demand for disk drive components fluctuates. Our results of
operations are affected from time to time by disk drive industry demand changes,
adjustments in inventory levels throughout the disk drive supply chain,
technological changes that impact suspension assembly demand, shifts in our
market position and our customers' market positions, our customers' production
yields and our own product transitions.

From 1999 to 2002, improvements in data density, the amount of data which can be
stored on magnetic disks, outpaced increases in disk drive storage capacity
requirements. This enabled disk drive manufacturers to reduce their costs by
using fewer components, including suspension assemblies, in each drive. The
average number of suspension assemblies required per drive decreased from
approximately 4.5 in 1999 to approximately 3.3 in 2000, approximately 2.8 in
2001 and approximately 2.5 in 2002. Shifts in our position in the marketplace
had also, to a lesser extent, decreased demand for our products. Slower growth
of disk drive storage demand and a weaker global economy had also decreased
demand for our products since 2001. Consequently, our shipments declined from
583 million in 1999 to 398 million in 2002.

Our shipments of suspension assemblies in 2003 were 526 million, 32% higher than
our shipments in 2002. We shipped 274 million suspension assemblies in the first
half of 2004 compared to 265 million suspension assemblies in the first half of
2003. The increase from the first half of 2003 was due to an increase in disk
drive demand. Overall demand in both six-month periods was impacted by
continuing higher suspension consumption related to lower yields some of our
customers experienced as they transitioned to higher density recording heads.
During the transition to higher density recording heads, some customers are
experiencing higher levels of defective recording heads, which they are unable
to detect until after they have attached the recording heads to our suspension
assemblies.

Shipments of suspension assemblies in the second quarter of 2004 were 127
million, down 20 million or 13% from the first quarter of 2004. This reduction
in shipments was due to reduced suspension assembly demand as a result of
temporarily elevated levels of disk drive inventory. Although we believe this
inventory is being reduced and the reduction in demand to be temporary, we
continue to have limited visibility for future demand and expect shipments to
range from 125 to 135 million units for the third quarter of 2004.

Our selling prices are subject to market pressure from our competitors and
pricing pressure from our customers. Our selling prices also are affected by
changes in overall demand for our products, changes in the specific products our
customers buy and a product's life cycle. A typical life cycle for our products
begins with higher pricing when products are introduced and decreasing prices as
they mature. To offset price decreases during a product's life, we

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rely primarily on higher sales volume and improving our manufacturing yields and
efficiencies to reduce our cost. If we cannot reduce our manufacturing costs as
prices decline during our products' life cycles, our business, financial
condition and results of operations could be materially adversely affected.

We typically allow customers to change or cancel orders on short notice. We plan
our production and inventory based primarily on forecasts of customer demand,
including forecasts of customer pulls of product out of our "vendor managed
inventory" facilities. Disk drive customers often prefer a dual source supply
and, therefore, may allocate their demand among suppliers. Both customer demand
and the resulting forecasts often fluctuate substantially. These factors, among
others, create an environment where scheduled production and capacity
utilization can vary significantly from week to week, leading to variability in
gross margins and difficulty in estimating our position in the marketplace.

Our gross margins have fluctuated and will continue to fluctuate based upon a
variety of factors such as changes in:

-        demand or customer requirements;

-        utilization of our production capacity;

-        product mix;

-        selling prices;

-        infrastructure costs;

-        production and engineering costs associated with production of new
         products;

-        manufacturing yields or efficiencies; and

-        costs of materials.


Gross margins improved in 2003 and the first half of 2004 primarily due to
increased utilization of our production capacity resulting from higher shipment
volumes, improved productivity and continued cost controls. Although we continue
to have limited visibility for future demand, we expect our gross margin to
range from 24% to 27% of net sales for the third quarter of 2004, down from 30%
in the second quarter of 2004 primarily due to lower utilization of our
production capacity.


In 2000 and 2001, as a result of industry forecasts of slower growth for disk
drive storage demand and a significant decrease in our long-term forecast for
suspension demand, we recorded asset impairment charges totaling $56,523,000 and
$20,830,000, respectively. We estimate our annual savings in depreciation and
lease costs were approximately $12,000,000 in 2003 and future annual savings
will be approximately $9,000,000 in 2004 and $5,000,000 in 2005 and thereafter
an aggregate of approximately $8,000,000 in additional savings. However, demand
for suspension assemblies in 2003 improved due to an increase in disk drive
demand, an increase in suspension consumption related to lower yields some of
our customers experienced as they transitioned to higher density recording
heads, improvements in our market position and a slowdown in the rate of
improvement in data density of disk drives in mass production. Consequently, the
majority of the previously impaired assets are currently in use, and our
operating results and gross margins have been, and will continue to be, impacted
favorably by lower depreciation and lease expenses as a result of these previous
charges.

The disk drive industry is intensely competitive, and our customers' operating
results are dependent on being the first-to-market and first-to-volume with new
products at a low cost. Our dedicated Development Center typically enables us to
shorten development cycles and achieve high volume output per manufacturing unit
more quickly than our competitors which is an important factor in our success.
The next generation of smaller disk drives and recording head sizes, such as
femto, will require finer conductive leads on the suspension assembly. This
requirement has lead our Development Center to increase efforts to develop new
production processes and equipment.

New manufacturing processes for advanced suspension assembly features and new
suspension assembly types, such as those currently under development, initially
have lower manufacturing yields than more mature products and processes.
Manufacturing yields generally improve as the process and product matures and


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production volumes increase. Manufacturing yields also vary depending on the
complexity and uniqueness of product specifications. Small variations in
manufacturing yields generally have a significant impact on gross margins.
Because our business is capital intensive and requires a high level of fixed
costs, gross margins are also sensitive to changes in volume and capacity
utilization.

In addition to increases in suspension assembly demand, improvements to our
operating margins depend, in part, on the successful management of our corporate
infrastructure and our suspension assembly production capacity. As part of our
efforts to improve our operating results, we may need to increase or decrease
our employment level to meet customer requirements. Our overall employment level
was 3,446 at the end of 2003 and has increased to 3,638 at March 28, 2004. We
decreased the number of additional production workers supplied by temporary
staffing agencies from 210 at the end of 2003 to 192 at the end of quarter two
of 2004 as demand decreased in the latter part of the quarter.

RESULTS OF OPERATIONS

THIRTEEN WEEKS ENDED MARCH 28, 2004 VS. THIRTEEN WEEKS ENDED MARCH 30, 2003.

Net sales for the thirteen weeks ended March 28, 2004 were $113,354,000, a
decrease of $11,605,000 or 9% from the comparable period in 2003. Suspension
assembly sales decreased $6,535,000 from the comparable period in 2003, as a
result of a 3% decline in average selling prices for our suspension assemblies
and a 2% decrease in suspension assembly unit shipments. The decline in unit
shipments is due to lower suspension demand as a result of customers slowing
build schedules to reduce temporarily elevated levels of disk drive inventory.
Sales of suspension assembly components to other suspension assembly
manufacturers decreased $4,747,000 from the comparable period in 2003.

Gross profit for the thirteen weeks ended March 28, 2004 was $33,789,000,
compared to $38,631,000 for the comparable period in 2003. Gross profit as a
percent of net sales decreased from 31% to 30%. The decrease was primarily due
to the decrease in sales mentioned above resulting in lower utilization of our
production capacity.

Research and development expenses for the thirteen weeks ended March 28, 2004
were $6,819,000 compared to $2,638,000 for the comparable period in 2003. The
comparable period expenses were reduced by customer funding of $1,641,000 for
the development of an advanced suspension assembly. The increase is also
attributable to $1,426,000 of higher labor expenses due to the hiring of
additional personnel to meet increased development efforts and $921,000 of
expenses related to the development of process improvements to support advanced
TSA suspension assembly features. As a percent of net sales, research and
development expenses increased from 2% in the second quarter of 2003 to 7% in
the second quarter of 2004.

Selling, general and administrative expenses for the thirteen weeks ended March
28, 2004 were $16,431,000, an increase of $2,768,000 or 20% from the comparable
period in 2003. The increase is primarily attributable to $1,039,000 in higher
professional service fees, $476,000 in higher expenses related to the design of
our new enterprise resource planning (ERP) business system, $341,000 in higher
labor expense, $319,000 in higher information technology support expenses,
$221,000 in increased expenses for our BioMeasurement Division and $143,000 in
increased on-site service and support to our customers in Asia. Overall,
selling, general and administrative expenses as a percent of net sales increased
from 11% in the second quarter of 2003 to 14% in the second quarter of 2004.

Income from operations for the thirteen weeks ended March 28, 2004 was
$10,539,000, compared to $22,330,000 for the comparable period in 2003. Income
from operations for the thirteen weeks ended March 28, 2004 included a
$1,710,000 loss from operations for our BioMeasurement Division segment,
compared to a $1,477,000 loss for the comparable period in 2003.

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Interest expense for the thirteen weeks ended March 28, 2004 was $878,000, a
decrease of $2,103,000 from the comparable period in 2003, primarily due to the
lower interest rate and lower outstanding balance of our convertible notes.

Interest income for the thirteen weeks ended March 28, 2004 was $1,198,000, a
decrease of $412,000 from the comparable period in 2003. This was primarily a
result of lower investment yields, partially offset by a higher average
investment balance.

Other income, net of other expenses, for the thirteen weeks ended March 28, 2004
was $990,000, an increase of $681,000 from the comparable period in 2003
primarily due to increased royalty income.

During the second quarter of 2003, we retired $132,529,000 of our 6% Convertible
Notes before their maturity. In connection with this transaction, we recorded a
$3,486,000 pre-tax loss on debt extinguishment. See Note 9, "Loss on Debt
Extinguishment," in the notes to the condensed consolidated financial
statements.

The income tax provision for the thirteen weeks ended March 28, 2004 and March
30, 2003 was based on an estimated effective tax rate for the fiscal year of
19%, which is below the statutory federal rate primarily due to our estimate of
the benefit derived from the FSC Repeal and Extraterritorial Income Exclusion
Act of 2000 provisions related to export of U.S. products and our estimate of
our utilization of net operating loss carryforwards.

Net income for the thirteen weeks ended March 28, 2004 was $9,598,000 or 8% of
net sales, compared to net income of $14,403,000 or 12% of net sales for the
comparable period in 2003. Net income for the thirteen weeks ended March 30,
2003 included the above-mentioned loss on debt extinguishment.

TWENTY-SIX WEEKS ENDED MARCH 28, 2004 VS. TWENTY-SIX WEEKS ENDED MARCH 30, 2003.

Net sales for the twenty-six weeks ended March 28, 2004 were $246,990,000, a
decrease of $10,831,000 or 4% from the comparable period in 2003. Suspension
assembly sales decreased $8,780,000 from the comparable period in 2003, as a
result of a 7% decline in average selling prices for our suspension assemblies,
somewhat offset by a 3% increase in suspension assembly unit shipments. Sales of
suspension assembly components to other suspension assembly manufacturers
decreased $1,686,000 from the comparable period in 2003.

Gross profit for the twenty-six weeks ended March 28, 2004 was $77,075,000,
compared to $80,059,000 for the comparable period in 2003. The decrease was
primarily due to the lower sales mentioned above. Gross profit as a percent of
net sales was 31% for both periods.

Research and development expenses for the twenty-six weeks ended March 28, 2004
were $11,674,000 compared to $6,086,000 for the comparable period in 2003. The
comparable period expenses were reduced by customer funding of $2,441,000 for
the development of an advanced suspension assembly. The increase is also
attributable to $2,044,000 in higher labor expenses due to the hiring of
additional personnel to meet increased development efforts and $921,000 of
expenses related to the development of process improvements to support advanced
TSA suspension assembly features. As a percent of net sales, research and
development expenses increased from 2% in the first half of 2003 to 5% for the
first half of 2004.

Selling, general and administrative expenses for the twenty-six weeks ended
March 28, 2004 were $33,118,000, an increase of $4,411,000 or 15% from the
comparable period in 2003. The increase is primarily attributable to $905,000 in
higher expenses related to the design of our new enterprise resource planning
(ERP) business system, $774,000 in higher professional service fees, $641,000 in
higher labor expense, $590,000 in higher information technology support
expenses, $478,000 in increased expenses for our BioMeasurement Division and
$286,000 in increased on-site service and support to our customers in Asia. The
increase was also related to higher insurance expenses offset by lower incentive
compensation costs. Overall, selling, general and administrative expenses as a
percent of net sales increased from 11% in the first half of 2003 to 13% in the
first half of 2004.

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Income from operations for the twenty-six weeks ended March 28, 2004 was
$32,283,000, compared to $45,266,000 for the comparable period in 2003. Income
from operations for the twenty-six weeks ended March 28, 2004 included a
$3,353,000 loss from operations for our BioMeasurement Division segment,
compared to a $2,779,000 loss for the comparable period in 2003.

Interest expense for the twenty-six weeks ended March 28, 2004 was $1,806,000, a
decrease of $3,410,000 from the comparable period in 2003, primarily due to the
lower interest rate and lower outstanding balance of our convertible notes.

Interest income for the twenty-six weeks ended March 28, 2004 was $2,143,000, a
decrease of $890,000 from the comparable period in 2003. This was primarily a
result of lower investment yields and a loss on the sale of certain securities,
partially offset by a higher average investment balance.

Other income, net of other expenses, for the twenty-six weeks ended March 28,
2004 was $1,724,000, an increase of $1,118,000 from the comparable period in
2003 primarily due to increased royalty income.

During the second quarter of 2003, we retired $132,529,000 of our 6% Convertible
Notes before their maturity. In connection with this transaction, we recorded a
$3,486,000 pre-tax loss on debt extinguishment. See Note 9, "Loss on Debt
Extinguishment," in the notes to the condensed consolidated financial
statements.

The income tax provision for the twenty-six weeks ended March 28, 2004 and March
30, 2003 was based on an estimated effective tax rate for the fiscal year of
19%, which is below the statutory federal rate primarily due to our estimate of
the benefit derived from the FSC Repeal and Extraterritorial Income Exclusion
Act of 2000 provisions related to export of U.S. products and our estimate of
our utilization of net operating loss carryforwards.

Net income for the twenty-six weeks ended March 28, 2004 was $27,819,000
compared to net income of $32,743,000 for the comparable period in 2003. Net
income as a percent of net sales decreased from 13% in the first half of 2003 to
11% in the first half of 2004. Net income for the twenty-six weeks ended March
30, 2003 included the above-mentioned loss on debt extinguishment.

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity are cash and cash equivalents, securities
available for sale, cash flow from operations and additional financing capacity.
Our cash and cash equivalents increased from $67,505,000 at September 28, 2003
to $126,618,000 at March 28, 2004. Our securities available for sale decreased
from $224,860,000 to $194,023,000 during the same period. Overall, this reflects
a $28,276,000 increase in our cash and cash equivalents and securities available
for sale for the twenty-six weeks ended March 28, 2004, primarily as a result of
generating cash from operating activities of $63,929,000 offset by our capital
expenditures of approximately $38,181,000.

On January 30, 2004, we entered into a Loan Agreement with LaSalle Bank National
Association, establishing a $10,000,000 unsecured credit facility. As of March
28, 2004, we had no outstanding loans under this facility. Letters of credit
outstanding under this facility totaled approximately $1,789,000 as of such
date, resulting in approximately $8,211,000 of remaining availability. Our
Financing Agreement with The CIT Group/Business Credit, Inc. of $50,000,000
was terminated during the quarter ended March 28, 2004.

Cash used for capital expenditures totaled $38,181,000 for the twenty-six weeks
ended March 28, 2004. We anticipate capital expenditures to total approximately
$90,000,000 in 2004 primarily for increases in production capacity, process
technology and capability improvements, new program tooling and new business
systems. Financing of these capital expenditures will be principally from
internally generated funds, cash and cash equivalents and securities available
for sale.

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During the first quarter of 2003, we repurchased $10,971,000 of our 6%
Convertible Notes at a pre-tax gain of $221,000. On March 26, 2003, we redeemed
the remaining $132,529,000 of our 6% Convertible Notes at a pre-tax loss of
$3,486,000. The pre-tax loss consisted of a $2,266,000 redemption premium that
we paid and a $1,220,000 write-off of unamortized debt issuance costs associated
with the 6% Convertible Notes. These notes had a maturity date of March 15,
2005. Prior to the redemption of our 6% Convertible Notes in February 2003, we
issued and sold $150,000,000 aggregate principal amount of 2.25% Convertible
Notes to Salomon Smith Barney Inc. and Needham & Company, Inc., which resold the
2.25% Convertible Notes to qualified institutional buyers, and outside the
United States in accordance with Regulation S under the Securities Act. We used
net proceeds of $145,421,000 from the issuance and sale of the 2.25% Convertible
Notes primarily to redeem our 6% Convertible Notes, with the remaining proceeds
intended to be used for general corporate purposes. In connection with the
issuance and sale of the 2.25% Convertible Notes, we incurred and capitalized
debt issuance costs of $4,579,000, which are being amortized over the term of
the 2.25% Convertible Notes. Beginning in the third quarter of 2003, the
redemption of the 6% Convertible Notes, combined with the issuance and sale of
the 2.25% Convertible Notes, has reduced our interest expense by approximately
$1,140,000 per quarter.

Certain of our existing financing agreements contain financial covenants as well
as covenants which, among other things, restrict our ability to pay dividends to
our shareholders and may restrict our ability to enter into certain types of
financing. As of March 28, 2004, we were in compliance with all such covenants.
If, however, we are not in compliance with the covenants in our financing
agreements at the end of any future quarter and cannot obtain amendments on
terms acceptable to us, our future financial results and liquidity could be
materially adversely affected.

We currently believe that our cash and cash equivalents, securities available
for sale, cash generated from operations and our credit facility will be
sufficient to meet our operating expenses, debt service requirements and capital
expenditures through 2004. Our ability to obtain additional financing, if
needed, will depend upon a number of factors, including our future performance
and financial results and general economic and capital market conditions. We
cannot be sure that we will be able to raise additional capital on reasonable
terms or at all, if needed.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of these financial statements requires estimation
and judgment that affect the reported amounts of revenues, expenses, assets and
liabilities. We base our estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Following are our most critical accounting policies that affect significant
areas and involve judgment and estimates. If these estimates differ materially
from actual results, the impact to the consolidated financial statements may be
material.

Revenue Recognition

In recognizing revenue in any period, we apply the provisions of SEC Staff
Accounting Bulletin No. 101, "Revenue Recognition." We recognize revenue from
the sale of our products when persuasive evidence of an arrangement exists, the
product has been delivered, the fee is fixed and determinable and collection of
the resulting receivable is reasonably assured. Amounts billed to customers for
shipping and handling costs associated with products sold are classified as
revenue.

For all sales, we use a purchase order as evidence of an arrangement. Delivery
generally occurs when product is delivered to a common carrier. Certain of our
products are delivered on an FOB destination basis. We defer our revenue
associated with these transactions until the product has been delivered to the
customers' premises.

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We also store inventory in warehouses ("vendor managed inventory" (VMI)
facilities) that are located close to the customer's manufacturing facilities.
Revenue is recognized on sales from VMI facilities upon the transfer of title
and risk of loss, following the customer's acknowledgement of the receipt of the
goods.

We also enter into arrangements with customers that provide us with
reimbursement for guaranteed capacity. We recognize the associated revenue over
the estimated life of the program for which the capacity is guaranteed.

Accounts Receivable

We are dependent on a limited number of customers, and as a result, our trade
accounts receivable is highly concentrated. We establish an allowance for
doubtful accounts by analyzing specific customer accounts and assessing the risk
of uncollectability based on past transaction history with the customer and the
customer's financial condition. While we perform ongoing credit reviews of our
customers and have established an allowance for doubtful accounts, a significant
deterioration in the financial condition of any significant customer may result
in additional charges to increase the allowance for doubtful accounts or to
write off certain accounts.

We record a provision against revenue for estimated returns on sales of our
products in the same period that the related revenues are recognized. We base
the allowance on historical returns as well as existing product return
authorizations.

Inventory Valuation

Inventories are valued at the lower of cost (first-in, first-out method) or
market by analyzing market conditions, current sales prices, inventory costs and
inventory balances.

We are dependent on a limited number of customers and a limited number of
product programs for each customer. Because our products are custom-built, we
typically cannot shift work-in-process or finished goods from customer to
customer, or from one program to another for a particular customer. We evaluate
inventory balances for excess quantities and obsolescence on a regular basis by
analyzing backlog, estimated demand, inventory on hand, sales levels and other
information. We write down excess and obsolete inventory to the lower of cost or
market based on the analysis.

Long-Lived Assets

We evaluate the carrying value of long-lived assets, consisting primarily of
property, plant and equipment, whenever certain events or changes in
circumstances indicate that the carrying amount of these assets may not be
recoverable. Such events or circumstances include, but are not limited to, a
prolonged industry downturn or significant reductions in projected future cash
flows. In assessing the recoverability of long-lived assets, we compare the
carrying value to the undiscounted future cash flows the assets are expected to
generate. If the total of the undiscounted future cash flows is less than the
carrying amount of the assets, the assets will be written down based on the
excess of the carrying amount over the fair value of the assets. Fair value
would generally be determined by calculating the discounted future cash flows
using a discount rate based upon our weighted average cost of capital.
Significant judgments and assumptions are required in the forecast of future
operating results used in the preparation of the estimated future cash flows.
Changes in these estimates could have a material effect on the assessment of
long-lived assets.

Income Taxes

We account for income taxes in accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes." As part of the process of
preparing our consolidated financial statements, we are required to estimate our
income taxes in each of the jurisdictions in which we operate. This process
involves estimating our current tax exposure together with assessing temporary
differences resulting from differing treatment of items for

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tax and accounting purposes. These differences result in deferred tax assets and
liabilities, which are included within our consolidated balance sheet. We must
then assess the likelihood that our deferred tax assets will be recovered from
future taxable income and to the extent we believe that recovery is not likely,
we must establish a valuation allowance. To the extent we establish a valuation
allowance or change this allowance in a period, we must include an expense or a
benefit within the tax provision in our statement of operations.

Significant judgment is required in determining our provision for income taxes,
our deferred tax assets and liabilities and any valuation allowance recorded
against our deferred tax assets. We have recorded a valuation allowance of
$48,643,000 as of March 28, 2004, due to the uncertainty of realizing the
benefits of certain tax credits and net operating loss carryforwards before they
expire. The valuation allowance is based on our historical taxable income and
our estimates of future taxable income in each jurisdiction in which we operate
and the period over which our deferred tax assets will be recoverable. To the
extent that operating results continue to be favorable for 2004 and we
anticipate favorable operating results beyond 2004, the valuation allowance may
be materially reduced. Such adjustment may significantly reduce our reported
income tax provision in the period of adjustment, and may increase our reported
income tax provision in subsequent periods. We will continue to assess the
likelihood that the deferred tax assets will be realizable and the valuation
allowance will be adjusted accordingly, which could materially impact our
financial position and results of operations.

MARKET TRENDS AND CERTAIN CONTINGENCIES

MARKET TRENDS

We expect that the expanding use of enterprise computing and storage, personal
computers, increasingly complex software and the growth of new applications for
disk storage, such as personal video recorders, gaming consoles, digital cameras
and audio players, together with emerging opportunities in cell phones, guidance
systems for automobiles and other consumer applications, will increase disk
drive demand and, therefore, suspension assembly demand in the future. We also
believe demand for disk drives will continue to be subject, as it has in the
past, to rapid or unforeseen changes resulting from, among other things, changes
in disk drive inventory levels, technological advances, responses to competitive
price changes and unpredicted high or low market acceptance of new drive models.
Improvements in data density of disk drives, across all disk drive market
segments, have reduced unit shipments of suspension assemblies since the third
quarter of 1999. However, data density has improved at a slower rate in the past
year, and we believe it will continue to improve at a slower rate in 2004.

Worldwide suspension assembly shipments increased in 2003 due to overall growth
in disk drives shipped and increased consumption of suspension assemblies
resulting from lower yields some customers are experiencing because of the
continuing challenges posed by the use of higher density recording heads. We
believe that worldwide suspension assembly shipments are likely to track more
closely with the growth in industry-wide disk drive shipments, which is
currently forecasted by industry observers to be 12% to 15% annually over the
next two years. During the second quarter of 2004, suspension assembly demand
declined due to temporarily elevated levels of disk drive inventory. Although we
believe this inventory is being reduced and the reduction in demand to be
temporary, we continue to have limited visibility for future demand.

As in past years, disk drives continue to be the storage device of choice for
applications requiring low access times and higher capacities because of their
speed and low cost per gigabyte of stored data. The cost of storing data on disk
drives continues to decrease primarily due to increasing data density, thereby
increasing storage capacity in disk drives or reducing the number of components,
including suspension assemblies, required in a disk drive.

The continual pursuit of increasing data density and lower storage costs are
leading to further adoption of features for suspensions, such as dampers,
extended arms, polished headlifts, limiters, anti-static coatings and plated
grounds. Our suspension assemblies also allow for dual stage actuation, which
incorporates a second stage actuator on the suspension to improve head
positioning over increasingly tighter data tracks.

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<PAGE>

The introduction of new types or sizes of read/write heads and disk drives tends
to initially decrease customers' yields with the result that we may experience
temporary elevations of demand for some types of suspension assemblies. We
believe reduced yields at some of our customers due to their transition to
higher density recording heads resulted in increased shipments of our suspension
assemblies in 2003 and may continue to have a positive impact on demand in 2004.
As programs mature, higher customer yields decrease the demand for suspension
assemblies. The advent of new heads and new drive designs may require rapid
development and implementation of new suspension assembly types which
temporarily may reduce our manufacturing yields and efficiencies. These changes
will continue to affect us.

CONTINGENCIES

We and certain users of our products have received, and may in the future
receive, communications from third parties asserting patents against us or our
customers which may relate to certain of our manufacturing equipment or products
or to products that include our products as a component. In addition, we and
certain of our customers have been sued on patents having claims closely related
to products sold by us. If any third party makes a valid infringement claim and
a license is not available on terms acceptable to us, our operating results
could be adversely affected. We expect that, as the number of patents issued
continues to increase, and as we grow, the volume of intellectual property
claims could increase. We may need to engage in litigation to enforce patents
issued or licensed to us, protect trade secrets or know-how owned by us or
determine the enforceability, scope and validity of the intellectual property
rights of others. We could incur substantial costs in such litigation or other
similar legal actions, which could have a material adverse effect on our results
of operations.

We are a party to certain claims arising in the ordinary course of business. In
the opinion of our management, the outcome of such claims will not materially
affect our current or future financial position or results of operations.

OTHER MATTERS

Over the course of the last three years, the WTO has ruled that the FSC
provisions of the IRC, and the FSC's replacement provisions contained in ETI,
are prohibited export subsidies under the rules of the WTO. Federal legislation
introduced since 2002 has proposed the repeal of ETI. Until such legislation is
signed into law, we expect to earn a net benefit under the ETI provisions
similar to that previously earned under the FSC provisions of the IRC. If such
legislation is signed into law, our effective tax rate could increase
significantly and our business, financial condition and results of operations
could be materially adversely affected.

FORWARD-LOOKING STATEMENTS

The statements above under the headings "General" and "Market Trends and Certain
Contingencies" about demand for and shipments of disk drives and suspension
assemblies, the impact of customer yields on suspension assembly demand and disk
drive and suspension assembly technology and development, the statements under
the heading "General" about our gross margins and operating results, the
statements above under the heading "Market Trends and Certain Contingencies"
about data density improvements in disk drives and expected tax benefits and the
statements above, under the heading "Liquidity and Capital Resources," about
capital expenditures and capital resources, are forward-looking statements based
on current expectations. These statements are subject to risks and
uncertainties, including slower or faster customer acceptance and adoption of
new product features, fluctuating order rates, faster or slower improvements in
disk drive data densities and other technological advances which affect
suspension assembly and component demand, changes in market consumption of disk
drives or suspension assemblies, difficulties in producing our TSA suspensions,
difficulties in managing capacity, changes in manufacturing efficiencies,
changes in tax laws and the other risks and uncertainties discussed above. These
factors may cause our actual future results to differ materially from historical
earnings and from the financial performance we presently anticipate.

                                       10
<PAGE>

                                   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.

                                              HUTCHINSON TECHNOLOGY INCORPORATED


Date: May 10, 2004                            By /s/ Wayne M. Fortun
                                                 -------------------------------
                                                 Wayne M. Fortun
                                                 President and Chief Executive
                                                 Officer



Date: May 10, 2004                            By /s/ John A. Ingleman
                                                 -------------------------------
                                                 John A. Ingleman
                                                 Vice President and Chief
                                                 Financial Officer


                                       11
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
  No.                                                                                                               Page
  ---                                                                                                               ----
<S>             <C>                                                                                       <C>
  3.1           Amended and Restated Articles of Incorporation of HTI (incorporated by reference to       Incorporated by Reference
                Exhibit 3.1 to HTI's Quarterly Report on Form 10-Q for the quarter ended 12/29/02).

  3.2           Restated By-Laws of HTI (incorporated by reference to Exhibit 4.2 to HTI's Registration   Incorporated by Reference
                Statement on Form S-3, Registration No. 333-104074).

  4.1           Instruments defining the rights of security holders, including an indenture. The
                Registrant agrees to furnish the Securities and Exchange Commission upon request copies
                of instruments with respect to long-term debt.

  4.2           Share Rights Agreement dated as of 7/19/00, between HTI and Wells Fargo Bank Minnesota,   Incorporated by Reference
                N.A., as Rights Agent (incorporated by reference to Exhibit 1 to HTI's Registration
                Statement on Form 8-A, dated 7/24/00).

  4.3           Indenture dated as of 2/24/03 between HTI and LaSalle Bank National Association, as       Incorporated by Reference
                Trustee (incorporated by reference to Exhibit 4.5 to HTI's Registration Statement on
                Form S-3, Registration No. 333-104074).

  4.4           Purchase Agreement dated 2/18/03 by and among HTI, Salomon Smith Barney Inc. and Needham  Incorporated by Reference
                & Company, Inc. (incorporated by reference to Exhibit 4.6 to HTI's Registration
                Statement on Form S-3, Registration No. 333-104074).

  4.5           Registration Rights Agreement dated as of 2/24/03 by and among HTI, Salomon Smith Barney  Incorporated by Reference
                Inc. and Needham & Company, Inc. (incorporated by reference to Exhibit 4.7 to HTI's
                Registration Statement on Form S-3, Registration No. 333-104074).

  10.1          Office/Warehouse Lease between OPUS Corporation, Lessor, and HTI, Lessee, dated 12/29/95  Incorporated by Reference
                (incorporated by reference to Exhibit 10.2 to HTI's Quarterly Report on Form 10-Q for
                the quarter ended 3/24/96), and First Amendment to Office/Warehouse Lease dated 4/30/96
                (incorporated by reference to Exhibit 10.2 to HTI's Quarterly Report on Form 10-Q for
                the quarter ended 6/23/96).

  10.2          Directors' Retirement Plan effective as of 1/1/92 (incorporated by reference to Exhibit   Incorporated by Reference
                10.12 to HTI's Annual Report on Form 10-K for the fiscal year ended 9/27/92) and
                Amendment effective as of 11/19/97 (incorporated by reference to Exhibit 10.5 to HTI's
                Quarterly Report on Form 10-Q for the quarter ended 12/28/97).

  10.3          Hutchinson Technology Incorporated 1988 Stock Option Plan, as amended (incorporated by    Incorporated by Reference
                reference to Exhibit 10.3 to HTI's Annual Report on Form 10-K for the fiscal year ended
                9/28/03).

  10.4          Patent License Agreement, effective as of 9/1/94, between HTI and International Business  Incorporated by Reference
                Machines Corporation (incorporated by reference to Exhibit 10.11 to HTI's Quarterly
                Report on Form 10-Q/A for the quarter ended 6/25/95).
</TABLE>

                                       12
<PAGE>

<TABLE>
<S>             <C>                                                                                       <C>
  10.5          Lease Agreement between Meridian Eau Claire LLC and HTI, dated 5/1/96 (incorporated by    Incorporated by Reference
                reference to Exhibit 10.10 to HTI's Quarterly Report on Form 10-Q for the quarter ended
                6/23/96) and First Amendment to Lease (incorporated by reference to Exhibit 10.6 to
                HTI's Annual Report on Form 10-K for the fiscal year ended 9/24/00).

  10.6          Hutchinson Technology Incorporated 1996 Incentive Plan, as amended (incorporated by       Incorporated by Reference
                reference to Exhibit 10.6 to HTI's Annual Report on Form 10-K for the fiscal year ended
                9/28/03).

  10.7          Hutchinson Technology Incorporated Incentive Bonus Plan (incorporated by reference        Incorporated by Reference
                to Exhibit 10.13 to HTI's Quarterly Report on Form 10-Q for the quarter ended 12/28/97).

  10.8          Description of Fiscal Year 2004 Management Bonus Plan of Hutchinson Technology            Incorporated by Reference
                Incorporated (incorporated by reference to Exhibit 10.8 to HTI's Quarterly Report on
                Form 10-Q for the quarter ended 12/28/03).

  10.9          Description of Fiscal Year 2004 BioMeasurement Division Bonus Plan of Hutchinson          Incorporated by Reference
                Technology Incorporated (incorporated by reference to Exhibit 10.9 to HTI's Quarterly
                Report on Form 10-Q for the quarter ended 12/28/03).

  31.1          Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.                        Filed Electronically

  31.2          Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.                        Filed Electronically

   32           Section 1350 Certifications (incorporated by reference to Exhibit 32 to HTI's Quarterly   Incorporated by Reference
                Report on Form 10-Q or the quarter ended March 28, 2004).
</TABLE>

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