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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 DECEMBER 29, 2002
                                               -----------------

                                       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 incorporation            (I.R.S. Employer
             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 February 3, 2003, the registrant had 25,513,786 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 December 29, 2002 is being filed solely to revise Part I,
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operation to omit disclosure regarding our net income excluding litigation
settlement as a percent of net sales for the thirteen weeks ended December 30,
2001. The omitted disclosure represented a non-GAAP financial measure that was
originally included in Results of Operations; Thirteen Weeks Ended December 29,
2002 vs. Thirteen Weeks Ended December 30, 2001.


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

When we refer to "we," "us," the "Company" or "HTI," we mean Hutchinson
Technology Incorporated and its subsidiaries. Unless otherwise indicated,
references to "2003" mean HTI's fiscal year ending 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 1980's, 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
based on several standard designs to manufacturers of hard disk drives ("disk
drives") and manufacturers of disk drive components (including Alps, Fujitsu,
Hitachi Global Storage Technologies (formerly IBM's Storage Technology
Division), Innovex, Kaifa, KR Precision, Maxtor, Read-Rite, SAE Magnetics/TDK,
Samsung, Seagate, 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 have been adversely affected from time to time due to disk drive
industry slowdowns, technological changes that impact suspension assembly
demand, shifts in our market share and our customers' market share, our
customers' production yields and our own product transitions.

Since 1999, improvements in data density, the amount of data that can be stored
on magnetic disks, have outpaced disk drive storage capacity requirements. This
enabled disk drive manufacturers to reduce their costs by using fewer
components, including suspension assemblies, in each drive. 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 have also decreased demand for our products since 2001. Consequently,
our shipments declined from 583 million in 1999 to 398 million in 2002. While
improvements in data density continued to reduce demand for disk drive
components in 2002, improvements in our market position have increased shipments
of our products since the latter part of 2002.

Our shipments of suspension assemblies for the first quarter of 2003 were 135
million, 22% higher than our shipments in the fourth quarter of 2002. This
increase was due to an increase in disk drive production, an increase in our
market share and a temporary increase in TSA suspension consumption resulting
from lower production yields at some of our customers as they transition to
higher density recording heads. Although we continue to have limited visibility
for future demand, we expect our shipment volumes in the second quarter of 2003
to be similar to our shipment volumes in the first quarter of 2003. We also
expect suspension assembly shipments for the second half of 2003 to range from
240 to 250 million, assuming that recent levels of demand and market share
continue and that our customers improve their production yields from current
rates.

Our selling prices are subject to pricing pressure from our customers and market
pressure from our competitors. 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 a product is introduced, decreasing


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prices when it is mature, and slightly increasing pricing as it is phased out.
To offset price decreases during a product's life, we rely primarily on higher
sales volume and improving our manufacturing yield and production efficiency to
reduce its 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 "just-in-time"
inventory hubs. Customers typically prefer a dual source supply and, therefore,
they 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

-   changes in our product mix

-   changes in our selling prices

-   changes in the utilization of our production capacity

-   changes in our infrastructure costs, and how we control them

-   increases in production and engineering costs associated with production of
    new products

-   changes in our manufacturing yields

-   changes in our production efficiency

-   changes in the cost of raw materials

Gross margins improved in the first quarter of 2003 primarily due to increased
shipments, which resulted in higher utilization of our production capacity, and
productivity improvements made during the quarter.

The disk drive industry is intensely competitive, and our customers' operating
results are dependent on being first-to-market and first-to-volume with new
products at a low cost. Our ability to respond to our customers' needs for new
products and product features on a timely basis is an important factor in our
success. Our dedicated Development Center enables us to shorten development
cycles and achieve high volume output per manufacturing unit more quickly.

New suspension assembly types have lower manufacturing yields and are produced
in smaller quantities than more mature products. Manufacturing yields generally
improve as the product matures and 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 extremely
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, our suspension assembly production capacity and our workforce.
As part of our efforts to improve our operating margins through reduced costs
and improved efficiency, we reduced our overall employment level, through
workforce reductions and managed attrition, from 7,701 at the end of 1999 to
3,336 at the end of 2002. Due to increased production requirements, however, our
overall employment level had increased to 3,416 by the end of the first quarter
of 2003.


RESULTS OF OPERATIONS

THIRTEEN WEEKS ENDED DECEMBER 29, 2002 VS. THIRTEEN WEEKS ENDED DECEMBER 30,
2001.

Net sales for the thirteen weeks ended December 29, 2002 were $132,862,000, an
increase of $40,145,000 or 43% from the comparable period in 2002. Suspension
assembly sales increased $36,165,000 compared to the thirteen weeks ended
December


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30, 2001, as a result of a 48% increase in shipments. Additionally, sales of
suspension assembly components, primarily to our competitors, increased
$3,166,000. Both of these increases were due to an increase in disk drive
production, an increase in our market share and a temporary increase in TSA
suspension consumption resulting from lower production yields at some of our
customers related to their transition to higher density recording heads. The
increase in suspension assembly volume was partially offset by a 2% decline in
average selling prices for our suspension assemblies.

Gross profit for the thirteen weeks ended December 29, 2002 was $41,428,000,
compared to $21,220,000 for the comparable period in 2002. The increase was
primarily due to the increase in net sales mentioned above. Gross profit as a
percent of net sales increased from 23% to 31%, primarily due to higher
utilization of our production capacity and productivity improvements.

Research and development expenses for the thirteen weeks ended December 29, 2002
were $3,448,000 compared to $4,531,000 for the thirteen weeks ended December 30,
2001. The majority of the decrease was due to a $926,000 increase in customer
funding of advanced suspension assembly development costs. As a percent of net
sales, research and development expenses decreased from 5% in the first quarter
of 2002 to 3% in the first quarter of 2003.

Selling, general and administrative expenses for the thirteen weeks ended
December 29, 2002 were $15,044,000, an increase of $2,748,000 or 22% from the
comparable period in 2002. The increase was due primarily to a $3,050,000
increase in incentive compensation costs as profitability improved in the first
quarter of 2003 compared to the first quarter of 2002. Expenses for our
subsidiary, Hutchinson Technology Asia, Inc., also increased by $341,000 as
on-site service and engineering support to our customers in Asia was increased.
These increases were partially offset by a $814,000 reduction in legal fees,
primarily due to reduced patent litigation defense costs. Selling, general and
administrative expenses as a percent of net sales decreased from 13% in the
first quarter of 2002 to 11% in the first quarter of 2003.

During the first quarter of 2002, we recorded an increase to operating income of
$2,632,000 as a result of a reimbursement of legal expenses from another party
and insurance proceeds related to litigation defense costs.

Income from operations for the thirteen weeks ended December 29, 2002 was
$22,936,000, compared to $7,025,000 for the comparable period in 2002. The
increase was primarily due to the increase in net sales mentioned above, which
resulted in higher utilization of our production capacity, and productivity
improvements made during the quarter. Income from operations for the thirteen
weeks ended December 29, 2002 included a $1,302,000 loss from operations for our
BioMeasurement Division segment, compared to a $1,120,000 loss for the
comparable period in 2002.

Interest expense for the thirteen weeks ended December 29, 2002 was $2,235,000,
a decrease of $1,369,000 from the comparable period in 2002, primarily due to a
lower amount of outstanding debt and fewer capitalized leases.

Interest income for the thirteen weeks ended December 29, 2002 was $1,423,000, a
decrease of $622,000 from the comparable period in 2002, primarily as a result
of lower investment yields.

During the first quarter of 2003, we repurchased $10,971,000 of our 6%
Convertible Subordinated Notes before their maturity. In connection with these
transactions, we recorded a $221,000 pre-tax gain on debt extinguishment.

Other income, net of other expenses, for the thirteen weeks ended December 29,
2002 was $297,000, an increase of $128,000 from the comparable period in 2002,
primarily due to increased rental income from leasing portions of our facilities
that we do not intend to utilize for the foreseeable future.

The income tax provision for the thirteen weeks ended December 29, 2002 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 ETI provisions related to export of U.S. products and our
estimate of our utilization of net operating loss carryforwards. The increase in
our effective tax rate, from 15% in 2002 to 19% in 2003, is primarily due to
lower growth in the estimated benefit that we may derive from the ETI provisions
in proportion to the estimated growth in our pre-tax income.



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Net income for the thirteen weeks ended December 29, 2002 was $18,340,000,
compared to net income of $4,790,000 for the comparable period in 2002. Our
improved profitability was primarily due to the above-mentioned increase in net
sales, which resulted in higher utilization of our production capacity, and
productivity improvements made during the quarter. Net income for the first
quarter of 2002 included the above-mentioned increase to operating income from
the litigation settlement.


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 $57,852,000 at September 29, 2002
to $65,386,000 at December 29, 2002. Our securities available for sale increased
from $151,257,000 to $164,144,000 during the same period. Overall, this reflects
a $20,421,000 increase in our cash and cash equivalents and securities available
for sale, primarily due to improved profitability in the first quarter of 2003.
We generated cash from operating activities of $42,364,000 for the thirteen
weeks ended December 29, 2002.

As of December 29, 2002, our $50,000,000 credit facility had a borrowing base of
$44,334,000, secured by our accounts receivable and inventory. Letters of credit
and loans outstanding under this facility totaled $5,004,000 as of such date,
including $2,809,000 issued in connection with obligations under equipment
leases. The amount we can borrow under this credit facility is limited by the
levels of our accounts receivable and inventory balances. As of December 29,
2002, $39,330,000 of borrowing capacity remained available to us.

Cash used for capital expenditures totaled $10,453,000 for the thirteen weeks
ended December 29, 2002. We expect total capital expenditures to be
approximately $50,000,000 during 2003, to be spent primarily for new program
tooling, process technology and capability improvements, increases in TSA
production capacity 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.

During the first quarter of 2003, we repurchased $10,971,000 of our 6%
Convertible Subordinated Notes at a pre-tax gain of $221,000. These notes had a
maturity date of March 15, 2005. This extinguishment of debt will reduce our
interest expense in 2003 by approximately $648,000. Our debt-to-equity ratio
improved from 42 percent at the end of 2002 to 36 percent at the end of the
first quarter of 2003.

Certain of our existing financing agreements contain 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 December
29, 2002, 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 credit facility will be sufficient
to meet our operating expenses, debt service requirements and capital
expenditures through 2003. 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


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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 binding 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 delivery has occurred to the
customers' premises.

We also store inventory in warehouses (JIT hubs) that are located close to the
customer's manufacturing facilities. Revenue is recognized on sales from JIT
hubs 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
notifications.

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





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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 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
$56,272,000 as of December 29, 2002, 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 estimates of taxable income by
each jurisdiction in which we operate and the period over which our deferred tax
assets will be recoverable. In the event that actual results differ from these
estimates or we adjust these estimates in future periods, we may need to adjust
the valuation allowance, which could materially impact our financial position
and results of operations.

MARKET TRENDS AND CERTAIN CONTINGENCIES

(a) MARKET TRENDS

We expect that the expanding use of enterprise computing and storage, personal
computers, increasingly complex software and the emergence of new applications
for disk storage, such as digital video recording, gaming consoles, digital
cameras 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, extending from the desktop market to server
drives, have reduced unit shipments of suspension assemblies since the third
quarter of 1999. However, data density improvements have grown at a slower rate
in the past year, and we believe they will continue to grow at a slower rate in
the upcoming year.

World-wide suspension assembly shipments increased in the first quarter of 2003
due to an increase in disk drive production and temporary lower production
yields at some disk drive and recording head manufacturers as they transition to
higher density recording heads. Unless disk drive and recording head
manufacturers can substantially improve their production yields, we expect
world-wide suspension assembly shipment volumes in the second quarter of 2003 to
be similar to the shipment volumes in the first quarter of 2003. We also expect
world-wide suspension assembly shipments for the second half of 2003 to decrease
as disk drive and recording head manufacturers improve their production yields
from current rates. Beyond 2003, we believe that world-wide suspension assembly
shipments will gradually increase as average suspension assembly counts within
disk drives stabilize and overall disk drive demand growth increases. 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 megabyte 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.


<PAGE>
The continual pursuit of increasing data density and lower storage costs are
leading to further adoption of value-added features for TSA suspensions, such as
extended arms, headlifts, limiters, static dissipative coatings and switch
shunts. TSA suspensions also allow for dual stage actuation, which incorporates
a second stage actuator on the suspension to improve head positioning over
increasingly tighter data tracks. Additionally, TSA suspensions can be
configured to allow for attachment of preamplifiers near the head to improve
data transfer signals.

The introduction of new types or sizes of read/write heads and new disk drive
designs 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 that reduced production yields at some of our customers
due to their transition to higher density recording heads resulted in increased
shipments of our suspension assemblies in the first quarter of 2003. 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.


(b) CONTINGENCIES

We and certain users of our products have from time-to-time 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, 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 or cash flows.

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


(c) OTHER MATTERS

Over the course of the last two years, the World Trade Organization ("WTO") has
ruled that the Foreign Sales Corporation ("FSC") provisions of the United States
Internal Revenue Code ("IRC"), and the FSC's replacement provisions contained in
the Extraterritorial Income Exclusion Act of 2002 ("ETI") are prohibited export
subsidies under the rules of the WTO. Federal legislation was proposed in 2002
that included a provision to repeal the ETI. Until the ETI provisions of the IRC
are repealed, we expect to earn a net benefit under the ETI provisions similar
to that previously earned under the FSC provisions of the IRC.

In accordance with Section 10A of the Securities Exchange Act of 1934, as
amended by Section 202 of the Sarbanes-Oxley Act of 2002, non-audit services
approved in the first quarter by the Audit Committee of our Board of Directors
and to be performed by Deloitte & Touche LLP, our independent auditors, are as
follows: (i) tax compliance services, (ii) tax planning services, and (iii) tax
controversy services.


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, including TSA suspensions, the statements above under the heading
"Market Trends and Certain Contingencies" about data density improvements in
disk drives 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 which affect suspension



<PAGE>
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 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.



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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.


                                     HUTCHINSON TECHNOLOGY INCORPORATED


Date: May 6, 2003                     By  /s/ Wayne M. Fortun
                                         ---------------------------------------
                                         Wayne M. Fortun
                                         President and Chief Executive Officer


Date: May 6, 2003                    By  /s/ John A. Ingleman
                                         ---------------------------------------
                                         John A. Ingleman
                                         Vice President, Chief Financial Officer
                                         and Secretary



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                                 CERTIFICATIONS

I, Wayne M. Fortun, Chief Executive Officer of Hutchinson Technology
Incorporated, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Hutchinson
      Technology Incorporated;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934,
      as amended) for the registrant and we have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      c)    presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of the registrant's board of directors (or persons performing
      the equivalent function):

      a)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

Date: May 6, 2003

                                          /s/ Wayne M. Fortun
                                          -------------------------------------
                                          Wayne M. Fortun
                                          President and Chief Executive Officer
<PAGE>
                                 CERTIFICATIONS

I, John A. Ingleman, Chief Financial Officer of Hutchinson Technology
Incorporated, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Hutchinson
      Technology Incorporated;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934,
      as amended) for the registrant and we have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      c)    presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of the registrant's board of directors (or persons performing
      the equivalent function):

      a)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

Date: May 6, 2003


                                     /s/ John A. Ingleman
                                     ------------------------------------------
                                     John A. Ingleman
                                     Vice President and Chief Financial Officer