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 identification no.)
of incorporation or organization)

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

                         MAXTOR CORPORATION
                   FISCAL 1992 STOCK OPTION PLAN
                     (Full title of the plan)

                           Mark Chandler
     Vice President, Corporate Development 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, including all exhibits and attachments,
contains 11 pages.  The exhibit index may be found on page 9 of the
consecutively numbered pages of the registration statement.

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  1,600,000    $6.0625        $9,700,000       $3,345.00
  ($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 February 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 ended March 27, 1993, as
  filed with the Commission on May 28, 1993.
  
       (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 8A 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 February 8, 1994, attorneys of Gray
  Cary Ware & Freidenrich, a Professional Corporation, owned 59,736 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.
  
  
  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 of 1933;
  
                 (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 Securities
  Exchange Act of 1934 that are incorporated by reference in the
  registration statement.
  
            (2)  That, for the purpose of determining any liability under
  the Securities Act of 1933, 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 of 1933, each filing
  of the registrant's annual report pursuant to section 13(a) or section
  15(d) of the Securities Exchange Act of 1934 (and, where applicable,
  each filing of an employee benefit plan's annual report pursuant to
  section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 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 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 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 San Jose,
  State of California, on this 10th day of February, 1994.
  
                                    MAXTOR CORPORATION
  
  
  
                                    By: /s/ Mark Chandler
                                        Mark Chandler
                                        Vice President, Corporate
                                        Development and General Counsel
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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 identification no.)
of incorporation or organization)

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

                         MAXTOR CORPORATION
                   FISCAL 1992 STOCK OPTION PLAN
                     (Full title of the plan)

                           Mark Chandler
     Vice President, Corporate Development 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, including all exhibits and attachments,
contains 11 pages.  The exhibit index may be found on page 9 of the
consecutively numbered pages of the registration statement.

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  1,600,000    $6.0625        $9,700,000       $3,345.00
  ($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 February 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 ended March 27, 1993, as
  filed with the Commission on May 28, 1993.
  
       (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 8A 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 February 8, 1994, attorneys of Gray
  Cary Ware & Freidenrich, a Professional Corporation, owned 59,736 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.
  
  
  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 of 1933;
  
                 (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 Securities
  Exchange Act of 1934 that are incorporated by reference in the
  registration statement.
  
            (2)  That, for the purpose of determining any liability under
  the Securities Act of 1933, 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 of 1933, each filing
  of the registrant's annual report pursuant to section 13(a) or section
  15(d) of the Securities Exchange Act of 1934 (and, where applicable,
  each filing of an employee benefit plan's annual report pursuant to
  section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 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 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 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 San Jose,
  State of California, on this 10th day of February, 1994.
  
                                    MAXTOR CORPORATION
  
  
  
                                    By: /s/ Mark Chandler
                                        Mark Chandler
                                        Vice President, Corporate
                                        Development and General Counsel