Registration No.

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               FORM S-8

                         REGISTRATION STATEMENT
                                UNDER
                       THE SECURITIES ACT OF 1933
                       --------------------------


                           MAXTOR CORPORATION
        ------------------------------------------------------
        (Exact name of registrant as specified in its charter)

           Delaware                               77-0123732
- ---------------------------------             --------------------
(State or other jurisdiction                   (I.R.S. employer
of incorporation or organization)              identification no.)

                        211 River Oaks Parkway
                 San Jose, California               95134
         ---------------------------------------------------
         (Address of principal executive offices) (Zip code)

                         MAXTOR CORPORATION
                       1995 STOCK OPTION PLAN
                      ------------------------
                      (Full title of the plan)

                          Glenn H. Stevens
                   Vice President and General Counsel
                         MAXTOR CORPORATION
                       211 River Oaks Parkway
                     San Jose, California  95134
                ---------------------------------------
                (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (408)
432-1700

This registration statement shall hereafter become effective in
accordance with Rule 462 promulgated under the Securities Act of
1933, as amended.

                      CALCULATION OF REGISTRATION FEE



                              Proposed      Proposed
 Title of                      maximum      maximum
securities      Amount        offering      aggregate      Amount of
  to be         to be         price per     offering     registration
registered    registered      share (1)     price (1)       fee (1)
- ---------------------------------------------------------------------

Common Stock   2,000,000      $3.78125    $6,750,000.00    $2607.76
($0.01 par     shares
  value)



(1)   Estimated pursuant to Rule 457 solely for purposes of
calculating the registration fee.  The price is based upon the
average of the high and low prices of the Common Stock on November 7,
1994, as reported on the National Association of Securities Dealers
Automated Quotations system.


                                 PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
              --------------------------------------------------


Item 3.  Incorporation of Documents by Reference
- -------  ---------------------------------------

   Maxtor Corporation (the "Company") hereby incorporates by
reference in this registration statement the following documents:

   (a)  The Company's latest annual report on Form 10-K, filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), containing audited financial
statements for the Company's latest fiscal year.

   (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a) above.

   (c)  The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-B, filed pursuant to
Section 12 of the Exchange Act, as filed with the Commission on
December 23, 1986, including any amendment or report filed for the
purpose of updating such description.

   (d)  The description of the Company's Common Stock Purchase Rights
contained in the Company's Registration Statement on Form 8-A as
filed with the Commission on February 16, 1988.

   All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this registration statement
which indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold, shall be deemed to
be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.


Item 4.  Description of Securities
- -------  -------------------------

   The class of securities to be offered is registered under Section
12 of the Exchange Act.


Item 5.  Interests of Named Experts and Counsel
- -------  --------------------------------------

   Legal Opinion.  The validity of the shares of Common Stock to be
offered hereunder has been passed upon for the Company by Gray Cary
Ware & Freidenrich, A Professional Corporation.  Gregory M. Gallo, an
attorney and a member with Gray Cary Ware & Freidenrich, A
Professional Corporation, and its predecessor since 1973, has been a
director of the Company since December 1987.  As of November 7, 1994,
attorneys of Gray Cary Ware & Freidenrich, a Professional
Corporation, owned 63,500 shares (including shares subject to
options) of the common stock of the Company.


Item 6.  Indemnification of Directors and Officers
- -------  -----------------------------------------

   Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for
monetary damages for breach or alleged breach of the directors'
fiduciary "duty of care."  While the relevant statute does not change
directors' duty of care, it enables corporations to limit available
relief to equitable remedies such as injunction or rescission.  The
statute has no effect on directors' duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or
knowing violations of law, illegal payment of dividends or approval
of any transaction from which a director derives an improper personal
benefit.

   The Certificate of Incorporation and the By-Laws of the Company
provide for mandatory indemnification of its officers, directors and
key employees to the full extent permitted by Section 145 of the
General Corporation Law of the State of Delaware.  The Company also
has entered into indemnification agreements with its officers and
directors which provide, among other things, mandatory
indemnification of such individuals in situations in which
indemnification is only permissive under Section 145.  Section 145 of
the General Corporation Law of the State of Delaware provides for
indemnification in terms sufficiently broad to indemnify such
individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act
of 1933, as amended (the "Securities Act").


Item 7.  Exemption From Registration Claimed
- -------  -----------------------------------

   Inapplicable.


Item 8.  Exhibits
- -------  --------

   See Exhibit Index.


Item 9.  Undertakings
- -------  ------------

   (a)  Rule 415 Offering

   The undersigned registrant hereby undertakes:

     (1)   To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

         (i)   To include any prospectus required by Section 10(a)(3)
of the Securities Act;

         (ii)  To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;

         (iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.

     (2)   That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

   (b)   Filing incorporating subsequent Exchange Act documents by
reference

   The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

   (h)   Request for acceleration of effective date or filing of
registration statement on Form S-8

     Insofar as indemnification for liabilities arises under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                             SIGNATURES


   Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Longmont, Colorado, on November 8, 1994.

                              MAXTOR CORPORATION



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



                        POWER OF ATTORNEY


    The officers and directors of Maxtor Corporation whose signatures
appear  below hereby constitute and appoint J. Larry Smart and  Glenn
H.  Stevens,  and each of them, their true and lawful  attorneys  and
agents,  with  full  power of substitution, each with  power  to  act
alone, to sign and execute on behalf of the undersigned any amendment
or amendments to this registration statement on Form S-8, and each of
the  undersigned does hereby ratify and confirm all that each of said
attorney  and agent, or their and his substitutes, shall do or  cause
to be done by virtue hereof.

    Pursuant  to the requirements of the Securities Act of  1933,  as
amended,  this registration statement has been signed  below  by  the
following persons in the capacities and on the dates indicated:

- ---------------------------------------------------------------------
Signature               Title                               Date


/s/ J. Larry Smart     President, Chief Executive Officer   11/8/94
- ------------------     and Director (Principal Executive    --------
J. Larry Smart         Officer)


/s/ Walter D. Amaral   Vice President, Finance and Chief    11/8/94
- --------------------   Financial Officer (Principal         --------
Walter D. Amaral       Financial Officer)


/s/ R. Balanson        Executive Vice President, Chief      11/8/94
- ---------------        Technical Officer and Director       -------
Richard Balanson


/s/ M. H. Chung        Chairman of the Board                11/8/94
- ---------------                                             -------
M. H. Chung


/s/ Gregory M. Gallo   Director                             11/8/94
- --------------------                                        -------
Gregory M. Gallo


                       Director
- --------------------                                        -------
Charles Hill


/s/ I. B. Jeon         Director                             11/8/94
- --------------                                              -------
I. B. Jeon


/s/ C. S. Park         Director                             11/8/94
- --------------                                              -------
C. S. Park


/s/ Ryal R. Poppa      Director                             11/8/94
- -----------------                                           -------
Ryal R. Poppa


                                EXHIBIT INDEX



4.1   Restated Certificate of Incorporation of the Company is
      incorporated by reference to the exhibits to the Company's
      quarterly report on Form 10-Q filed February 8, 1994


4.2   Amended and Restated By-Laws of the Company are incorporated by
      reference to the exhibits to the Company's quarterly report on
      Form 10-Q filed February 8, 1994

4.3   Stockholders' Rights Agreement is incorporated by reference to
      the exhibits to the Company's current report on Form 8-K
      (No. 0-14016) effective February 8, 1988


5     Opinion regarding legality


23.1  Consent of Counsel (included in Exhibit 5)


23.2  Consent of Ernst & Young LLP, Independent Auditors


24    Power of Attorney (included in signature pages to this
      registration statement)
[{"type": "S-8", "sequence": "1", "description": "S-8 FILING FOR 95 OPTION PLAN", "secsgml_size_bytes": 14688}]
{"company-data": {"conformed-name": "MAXTOR CORP", "cik": "0000711039", "assigned-sic": "3572", "irs-number": "770123732", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56407", "film-number": "94558590"}, "business-address": {"street1": "211 RIVER OAKS PKWY", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4084321700"}}
Registration No.

                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               FORM S-8

                         REGISTRATION STATEMENT
                                UNDER
                       THE SECURITIES ACT OF 1933
                       --------------------------

                           MAXTOR CORPORATION
        ------------------------------------------------------
        (Exact name of registrant as specified in its charter)

           Delaware                               77-0123732
- ---------------------------------             --------------------
(State or other jurisdiction                   (I.R.S. employer
of incorporation or organization)              identification no.)

                        211 River Oaks Parkway
                 San Jose, California               95134
         ---------------------------------------------------
         (Address of principal executive offices) (Zip code)

                         MAXTOR CORPORATION
                       1995 STOCK OPTION PLAN
                      ------------------------
                      (Full title of the plan)

                          Glenn H. Stevens
                   Vice President and General Counsel
                         MAXTOR CORPORATION
                       211 River Oaks Parkway
                     San Jose, California  95134
                ---------------------------------------
                (Name and address of agent for service)

Telephone number, including area code, of agent for service:  (408)
432-1700

This registration statement shall hereafter become effective in
accordance with Rule 462 promulgated under the Securities Act of
1933, as amended.

                      CALCULATION OF REGISTRATION FEE

                              Proposed      Proposed
 Title of                      maximum      maximum
securities      Amount        offering      aggregate      Amount of
  to be         to be         price per     offering     registration
registered    registered      share (1)     price (1)       fee (1)
- ---------------------------------------------------------------------

Common Stock   2,000,000      $3.78125    $6,750,000.00    $2607.76
($0.01 par     shares
  value)

(1)   Estimated pursuant to Rule 457 solely for purposes of
calculating the registration fee.  The price is based upon the
average of the high and low prices of the Common Stock on November 7,
1994, as reported on the National Association of Securities Dealers
Automated Quotations system.

                                 PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
              --------------------------------------------------

Item 3.  Incorporation of Documents by Reference
- -------  ---------------------------------------

   Maxtor Corporation (the "Company") hereby incorporates by
reference in this registration statement the following documents:

   (a)  The Company's latest annual report on Form 10-K, filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), containing audited financial
statements for the Company's latest fiscal year.

   (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a) above.

   (c)  The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-B, filed pursuant to
Section 12 of the Exchange Act, as filed with the Commission on
December 23, 1986, including any amendment or report filed for the
purpose of updating such description.

   (d)  The description of the Company's Common Stock Purchase Rights
contained in the Company's Registration Statement on Form 8-A as
filed with the Commission on February 16, 1988.

   All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this registration statement
which indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold, shall be deemed to
be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.

Item 4.  Description of Securities
- -------  -------------------------

   The class of securities to be offered is registered under Section
12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel
- -------  --------------------------------------

   Legal Opinion.  The validity of the shares of Common Stock to be
offered hereunder has been passed upon for the Company by Gray Cary
Ware & Freidenrich, A Professional Corporation.  Gregory M. Gallo, an
attorney and a member with Gray Cary Ware & Freidenrich, A
Professional Corporation, and its predecessor since 1973, has been a
director of the Company since December 1987.  As of November 7, 1994,
attorneys of Gray Cary Ware & Freidenrich, a Professional
Corporation, owned 63,500 shares (including shares subject to
options) of the common stock of the Company.

Item 6.  Indemnification of Directors and Officers
- -------  -----------------------------------------

   Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for
monetary damages for breach or alleged breach of the directors'
fiduciary "duty of care."  While the relevant statute does not change
directors' duty of care, it enables corporations to limit available
relief to equitable remedies such as injunction or rescission.  The
statute has no effect on directors' duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or
knowing violations of law, illegal payment of dividends or approval
of any transaction from which a director derives an improper personal
benefit.

   The Certificate of Incorporation and the By-Laws of the Company
provide for mandatory indemnification of its officers, directors and
key employees to the full extent permitted by Section 145 of the
General Corporation Law of the State of Delaware.  The Company also
has entered into indemnification agreements with its officers and
directors which provide, among other things, mandatory
indemnification of such individuals in situations in which
indemnification is only permissive under Section 145.  Section 145 of
the General Corporation Law of the State of Delaware provides for
indemnification in terms sufficiently broad to indemnify such
individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act
of 1933, as amended (the "Securities Act").

Item 7.  Exemption From Registration Claimed
- -------  -----------------------------------

   Inapplicable.

Item 8.  Exhibits
- -------  --------

   See Exhibit Index.

Item 9.  Undertakings
- -------  ------------

   (a)  Rule 415 Offering

   The undersigned registrant hereby undertakes:

     (1)   To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

         (i)   To include any prospectus required by Section 10(a)(3)
of the Securities Act;

         (ii)  To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;

         (iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.

     (2)   That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

   (b)   Filing incorporating subsequent Exchange Act documents by
reference

   The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

   (h)   Request for acceleration of effective date or filing of
registration statement on Form S-8

     Insofar as indemnification for liabilities arises under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                             SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Longmont, Colorado, on November 8, 1994.

                              MAXTOR CORPORATION

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

                        POWER OF ATTORNEY

    The officers and directors of Maxtor Corporation whose signatures
appear  below hereby constitute and appoint J. Larry Smart and  Glenn
H.  Stevens,  and each of them, their true and lawful  attorneys  and
agents,  with  full  power of substitution, each with  power  to  act
alone, to sign and execute on behalf of the undersigned any amendment
or amendments to this registration statement on Form S-8, and each of
the  undersigned does hereby ratify and confirm all that each of said
attorney  and agent, or their and his substitutes, shall do or  cause
to be done by virtue hereof.

    Pursuant  to the requirements of the Securities Act of  1933,  as
amended,  this registration statement has been signed  below  by  the
following persons in the capacities and on the dates indicated:

- ---------------------------------------------------------------------
Signature               Title                               Date

/s/ J. Larry Smart     President, Chief Executive Officer   11/8/94
- ------------------     and Director (Principal Executive    --------
J. Larry Smart         Officer)

/s/ Walter D. Amaral   Vice President, Finance and Chief    11/8/94
- --------------------   Financial Officer (Principal         --------
Walter D. Amaral       Financial Officer)

/s/ R. Balanson        Executive Vice President, Chief      11/8/94
- ---------------        Technical Officer and Director       -------
Richard Balanson

/s/ M. H. Chung        Chairman of the Board                11/8/94
- ---------------                                             -------
M. H. Chung

/s/ Gregory M. Gallo   Director                             11/8/94
- --------------------                                        -------
Gregory M. Gallo

                       Director
- --------------------                                        -------
Charles Hill

/s/ I. B. Jeon         Director                             11/8/94
- --------------                                              -------
I. B. Jeon

/s/ C. S. Park         Director                             11/8/94
- --------------                                              -------
C. S. Park

/s/ Ryal R. Poppa      Director                             11/8/94
- -----------------                                           -------
Ryal R. Poppa

                                EXHIBIT INDEX

4.1   Restated Certificate of Incorporation of the Company is
      incorporated by reference to the exhibits to the Company's
      quarterly report on Form 10-Q filed February 8, 1994

4.2   Amended and Restated By-Laws of the Company are incorporated by
      reference to the exhibits to the Company's quarterly report on
      Form 10-Q filed February 8, 1994

4.3   Stockholders' Rights Agreement is incorporated by reference to
      the exhibits to the Company's current report on Form 8-K
      (No. 0-14016) effective February 8, 1988

5     Opinion regarding legality

23.1  Consent of Counsel (included in Exhibit 5)

23.2  Consent of Ernst & Young LLP, Independent Auditors

24    Power of Attorney (included in signature pages to this
      registration statement)