<PAGE>  1
                  SECURITIES AND EXCHANGE COMMISSION
                          Washington D.C. 20549

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

                                FORM S-8
                         REGISTRATION STATEMENT
                                UNDER
                       THE SECURITIES ACT OF 1933

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

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

                          ---------------------
         Delaware                                       84-0988566
--------------------------                ------------------------------------
 (State of Incorporation)                 (I.R.S. Employer Identification No.)

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

                            1685 38th Street
                        Boulder, Colorado 80301
                (Address of principal executive offices)

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

                         INCENTIVE STOCK PLAN
                       (Full title of the plans)


                           William L. Marriner
            President (acting), Chief Executive Officer (acting)
                           Exabyte Corporation
                            1685 38th Street
                         Boulder, Colorado 80301
                            (303) 442-4333
          (Name, address, including zip code, and telephone number, 
                   including area code, of agent for service)

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


                      CALCULATION OF REGISTRATION FEE

==============================================================================
            |               |                 |             |
Title of    |  Amount to be |  Proposed       | Proposed    |  Amount of 
Securities  |  Registered   |  Maximum        | Maximum     |  Registration
to be       |               |  Offering Price | Aggregate   |  Fee
Registered  |               |  Per Share(1)   | Offering    |
            |               |                 | Price       |
------------------------------------------------------------------------------
Stock Option|  1,500,000    |  $12.91         | $19,365,000 |  $5,868.19 
and Common  |               |                 |             |
Stock (par  |               |                 |             |
Value $.001 |               |                 |             |
==============================================================================
<PAGE>  2

(1)  Estimated solely for the purpose of calculating the amount of the 
     registration fee pursuant to Rule 457(c) and (h) of the Securities Act 
     of 1933.  The  price per share and aggregate offering price are based 
     upon the average of the high and low price of the Registrant's Common 
     Stock on June 11, 1997 as reported on the Nasdaq National Market.  

     Approximate date of commencement of proposed sale to the public:  As 
     soon as practicable after this Registration Statement becomes effective.


















































<PAGE>  3





                 INCORPORATION BY REFERENCE OF CONTENTS OF
                    REGISTRATION STATEMENTS ON FORM S-8 
              NOS. 33-33414, 33-42182, 33-65168 AND 33-64591



        The contents of the Registration Statements on Form S-8 Nos. 33-33414,
33-42182, 33-65168 and 33-64591 filed with the Securities and Exchange 
Commission on February 9, 1990, November 12, 1991, June 25, 1993, and 
November 27, 1995, respectively, are incorporated by reference herein.






                                  EXHIBITS

Exhibit
Number
-------

5.1         Opinion of General Counsel.

23.1        Consent of Price Waterhouse LLP.

23.2        Consent of General Counsel is contained in Exhibit 5.1.

24.1        Power of Attorney.   Reference is made to the signature pages.

99.1        Incentive Stock Plan, as amended and restated on January 16, 1997.























<PAGE>  4

SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933, 
as amended, the Registrant certified 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 Boulder, State of 
Colorado, on June 17, 1997.

EXABYTE CORPORATION



                     By:      /s/ William L. Marriner
                              -----------------------	
                              William  L. Marriner
                     Title:   President (acting) and 
                              Chief Executive Officer (acting)


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints Peter D. Behrendt and William L. Marriner, and 
each or any of them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place,
and stead, in any and all capacities, to sign any and all amendments 
(including post-effective amendments) to this Registration Statement, and to 
file the same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or 
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, or their or his substitute or substitutes,
may lawfully 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 by the following persons in the 
capacities and on the dates indicated.


/s/ Peter D. Behrendt         Chairman of the Board           June 17, 1997
------------------------
Peter D. Behrendt
                              

/s/ William L. Marriner       President (acting) and Chief    June 17, 1997
------------------------      Executive Officer (acting)
William L. Marriner           (Principal Executive Officer)
                              Executive Vice President
                              Chief Financial Officer


/s/ David L. Riegel           Executive Vice President        June 17, 1997
------------------------      and Chief Operating Officer
David L. Riegel

<PAGE> 5



/s/ Bruce M. Holland          Director                       June 17, 1997
------------------------
Bruce M. Holland



/s/ Thomas E. Pardun         Director                        June 17, 1997
------------------------
Thomas E. Pardun



/s/ Mark W. Perry             Director                       June 17, 1997
------------------------
Mark W. Perry



/s/ Ralph Z. Sorenson         Director                       June 17, 1997
------------------------
Ralph Z. Sorenson



/s/ Thomas G. Washing         Director                       June 17, 1997
------------------------
Thomas G. Washing

























<PAGE> 6




                                INDEX TO EXHIBITS
                                -----------------

										
Exhibit
Number
-------


5.1       Opinion of General Counsel.                                 


23.1      Consent of Price Waterhouse LLP.                            


23.2      Consent of General Counsel is contained in                  
          Exhibit 5.1.  


24.1      Power of Attorney.   Reference is made to the               
          signature pages.


99.1      Incentive Stock Plan, as amended and restated on            
          January 16, 1997.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 7873}]
{"company-data": {"conformed-name": "EXABYTE CORP /DE/", "cik": "0000855109", "assigned-sic": "3572", "irs-number": "840988566", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29403", "film-number": "97625365"}, "business-address": {"street1": "1685 38TH ST", "city": "BOULDER", "state": "CO", "zip": "80301", "phone": "3034424333"}, "mail-address": {"street1": "1685 38TH ST", "city": "BOULDER", "state": "CO", "zip": "80307"}}
1
                  SECURITIES AND EXCHANGE COMMISSION
                          Washington D.C. 20549

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

                                FORM S-8
                         REGISTRATION STATEMENT
                                UNDER
                       THE SECURITIES ACT OF 1933

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

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

                          ---------------------
         Delaware                                       84-0988566
--------------------------                ------------------------------------
 (State of Incorporation)                 (I.R.S. Employer Identification No.)

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

                            1685 38th Street
                        Boulder, Colorado 80301
                (Address of principal executive offices)

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

                         INCENTIVE STOCK PLAN
                       (Full title of the plans)

                           William L. Marriner
            President (acting), Chief Executive Officer (acting)
                           Exabyte Corporation
                            1685 38th Street
                         Boulder, Colorado 80301
                            (303) 442-4333
          (Name, address, including zip code, and telephone number, 
                   including area code, of agent for service)

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

                      CALCULATION OF REGISTRATION FEE

==============================================================================
            |               |                 |             |
Title of    |  Amount to be |  Proposed       | Proposed    |  Amount of 
Securities  |  Registered   |  Maximum        | Maximum     |  Registration
to be       |               |  Offering Price | Aggregate   |  Fee
Registered  |               |  Per Share(1)   | Offering    |
            |               |                 | Price       |
------------------------------------------------------------------------------
Stock Option|  1,500,000    |  $12.91         | $19,365,000 |  $5,868.19 
and Common  |               |                 |             |
Stock (par  |               |                 |             |
Value $.001 |               |                 |             |
==============================================================================
2

(1)  Estimated solely for the purpose of calculating the amount of the 
     registration fee pursuant to Rule 457(c) and (h) of the Securities Act 
     of 1933.  The  price per share and aggregate offering price are based 
     upon the average of the high and low price of the Registrant's Common 
     Stock on June 11, 1997 as reported on the Nasdaq National Market.  

     Approximate date of commencement of proposed sale to the public:  As 
     soon as practicable after this Registration Statement becomes effective.
3

                 INCORPORATION BY REFERENCE OF CONTENTS OF
                    REGISTRATION STATEMENTS ON FORM S-8 
              NOS. 33-33414, 33-42182, 33-65168 AND 33-64591

        The contents of the Registration Statements on Form S-8 Nos. 33-33414,
33-42182, 33-65168 and 33-64591 filed with the Securities and Exchange 
Commission on February 9, 1990, November 12, 1991, June 25, 1993, and 
November 27, 1995, respectively, are incorporated by reference herein.

                                  EXHIBITS

Exhibit
Number
-------

5.1         Opinion of General Counsel.

23.1        Consent of Price Waterhouse LLP.

23.2        Consent of General Counsel is contained in Exhibit 5.1.

24.1        Power of Attorney.   Reference is made to the signature pages.

99.1        Incentive Stock Plan, as amended and restated on January 16, 1997.
4

SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933, 
as amended, the Registrant certified 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 Boulder, State of 
Colorado, on June 17, 1997.

EXABYTE CORPORATION

                     By:      /s/ William L. Marriner
                              -----------------------	
                              William  L. Marriner
                     Title:   President (acting) and 
                              Chief Executive Officer (acting)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints Peter D. Behrendt and William L. Marriner, and 
each or any of them, as his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place,
and stead, in any and all capacities, to sign any and all amendments 
(including post-effective amendments) to this Registration Statement, and to 
file the same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or 
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, or their or his substitute or substitutes,
may lawfully 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 by the following persons in the 
capacities and on the dates indicated.

/s/ Peter D. Behrendt         Chairman of the Board           June 17, 1997
------------------------
Peter D. Behrendt
                              

/s/ William L. Marriner       President (acting) and Chief    June 17, 1997
------------------------      Executive Officer (acting)
William L. Marriner           (Principal Executive Officer)
                              Executive Vice President
                              Chief Financial Officer

/s/ David L. Riegel           Executive Vice President        June 17, 1997
------------------------      and Chief Operating Officer
David L. Riegel
5

/s/ Bruce M. Holland          Director                       June 17, 1997
------------------------
Bruce M. Holland

/s/ Thomas E. Pardun         Director                        June 17, 1997
------------------------
Thomas E. Pardun

/s/ Mark W. Perry             Director                       June 17, 1997
------------------------
Mark W. Perry

/s/ Ralph Z. Sorenson         Director                       June 17, 1997
------------------------
Ralph Z. Sorenson

/s/ Thomas G. Washing         Director                       June 17, 1997
------------------------
Thomas G. Washing
6

                                INDEX TO EXHIBITS
                                -----------------

										
Exhibit
Number
-------

5.1       Opinion of General Counsel.                                 

23.1      Consent of Price Waterhouse LLP.                            

23.2      Consent of General Counsel is contained in                  
          Exhibit 5.1.  

24.1      Power of Attorney.   Reference is made to the               
          signature pages.

99.1      Incentive Stock Plan, as amended and restated on            
          January 16, 1997.