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
                         1996 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    10,272,168  $3.00      $30,816,504.00  $10,626.38
  ($0.01 par
  value)
  
  
  
  
  
  
    (1)  Estimated pursuant to Rule 457 solely for purposes of
       calculating the registration fee.  The price is based
       upon the book value of the Company's Common Stock on
       July 11, 1996.
  

                             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.
  
       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 Common Stock,
  par value $0.01.
  
  
  Item 5.  Interests of Named Experts and Counsel
  
       Inapplicable.
  
  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, State of Colorado, on July 15, 1996.
  
                                     MAXTOR CORPORATION
  
  
  
                                     By:\s\Glenn Stevens
                                          Glenn H. Stevens
                                          Vice President,General 
                                          Counsel and Secretary
       


                          POWER OF ATTORNEY
  
  
       The officers and directors of Maxtor Corporation whose
  signatures appear below hereby constitute and appoint
  Michael R. Cannon 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/ Micheal R.Cannon     President, Chief         7/15/96
  Michael R. Cannon        Executive Officer and
                           Director (Principal
                           Executive Officer)
  
  /s/ Nathan Kawaye        Vice President,          7/15/96
  Nathan Kawaye            Finance, and Chief
                           Financial Officer
                           (Principal Financial
                           and Accounting
                           Officer)
  
  ___________________      Chairman of the Board    7/15/96
  M. H. Chung                                       
  
  
  /s/ C. S. Park           Vice Chairman and        7/15/96
  C. S. Park               Director                 
  
  
  /s/ Charles Hill         Director                 7/15/96
  Charles Hill
  
  
  /s/Charles F.Christ      Director                 7/15/96
  Charles F. Christ
  
  
  /s/Y. H. Kim             Director                 7/15/96
  Y.H. Kim
  

  
                             EXHIBIT INDEX
  
  
  
   4.1         Amended and Restated Certificate of Incorporation of
               the Company is incorporated by reference to the
               exhibits to the Company's quarterly report on
               Form 10-K filed July 1, 1996
  
   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 July
               1, 1996
               
   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": "96 STOCK OPTION PLAN", "secsgml_size_bytes": 13336}]
{"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": "333-08181", "film-number": "96595328"}, "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 identification no.)
of incorporation or
organization)
                                
                            211 River Oaks Parkway
                            San Jose, California  95134
         (Address of principal executive offices) (Zip code)
                                
                          MAXTOR CORPORATION
                         1996 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    10,272,168  $3.00      $30,816,504.00  $10,626.38
  ($0.01 par
  value)
  
  
  
  
  
  
    (1)  Estimated pursuant to Rule 457 solely for purposes of
       calculating the registration fee.  The price is based
       upon the book value of the Company's Common Stock on
       July 11, 1996.
  

                             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.
  
       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 Common Stock,
  par value $0.01.
  
  
  Item 5.  Interests of Named Experts and Counsel
  
       Inapplicable.
  
  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, State of Colorado, on July 15, 1996.
  
                                     MAXTOR CORPORATION
  
  
  
                                     By:\s\Glenn Stevens
                                          Glenn H. Stevens
                                          Vice President,General 
                                          Counsel and Secretary
       

                          POWER OF ATTORNEY
  
  
       The officers and directors of Maxtor Corporation whose
  signatures appear below hereby constitute and appoint
  Michael R. Cannon 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/ Micheal R.Cannon     President, Chief         7/15/96
  Michael R. Cannon        Executive Officer and
                           Director (Principal
                           Executive Officer)
  
  /s/ Nathan Kawaye        Vice President,          7/15/96
  Nathan Kawaye            Finance, and Chief
                           Financial Officer
                           (Principal Financial
                           and Accounting
                           Officer)
  
  ___________________      Chairman of the Board    7/15/96
  M. H. Chung                                       
  
  
  /s/ C. S. Park           Vice Chairman and        7/15/96
  C. S. Park               Director                 
  
  
  /s/ Charles Hill         Director                 7/15/96
  Charles Hill
  
  
  /s/Charles F.Christ      Director                 7/15/96
  Charles F. Christ
  
  
  /s/Y. H. Kim             Director                 7/15/96
  Y.H. Kim
  

  
                             EXHIBIT INDEX
  
  
  
   4.1         Amended and Restated Certificate of Incorporation of
               the Company is incorporated by reference to the
               exhibits to the Company's quarterly report on
               Form 10-K filed July 1, 1996
  
   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 July
               1, 1996
               
   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)