10-K

As filed with the Securities and Exchange Commission on June 2, 1994.
	
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

[ x ]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE 
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended March 31, 1994

OR

[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES 
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from 	 to 	

Commission file number 0-12390

QUANTUM CORPORATION
(Exact name of Registrant as specified in its charter)

            Delaware	94-2665054	500 McCarthy Blvd.
(State or other jurisdiction of	(I.R.S. Employer	Milpitas, California 95035
incorporation or organization)	Identification No.)	(408) 894-4000
	(Address of principal
	executive offices)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK
6 3/8% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2002
PREFERRED SHARE RIGHTS
(Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required 
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during 
the preceding 12 months (or for such shorter period that the Registrant was 
required to file such reports), and (2) has been subject to such filing 
requirements for the past 90 days. YES [  X  ]    NO [     ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and 
will not be contained, to the best of registrant's knowledge, in definitive 
proxy or information statements incorporated by reference in Part III of this 
Form 10-K or any amendment to this Form 10-K. [     ]

The aggregate market value of the voting stock held by non-affiliates of the 
Registrant as of May 2, 1994: $702,725,166 based upon the last sale price 
reported for such date on the NASDAQ National Market System.  For purposes of 
this disclosure, shares of Common Stock held by persons who hold more than 5% 
of 
the outstanding shares of Common Stock and shares held by officers and directors 
of the Registrant have been excluded in that such persons may be deemed to be 
affiliates.  This determination is not necessarily conclusive.

The number of shares outstanding of the Registrant's Common Stock as of May 2, 
1994 was 44,692,410.

DOCUMENTS INCORPORATED BY REFERENCE
Parts of the Proxy Statement for Registrant's 1994 Annual Meeting of 
Shareholders (the "Proxy Statement") are incorporated by reference into Part III 
of this Form 10-K Report.

TABLE OF CONTENTS


PART I	Item 1.	Business	
		Executive Officers	
		Products	
		Product Development	
		Manufacturing	
		Sales and Marketing	
		Warranty and Service	
		Backlog	
		Competition	
		Patents and Licenses	
		Employees	

	Item 2.	Properties	

	Item 3.	Legal Proceedings	
			
	Item 4.	Submission of Matters to a Vote of Security Holders	


PART II	Item 5.	Market for the Registrant's Common Equity and
		Related Stockholder Matters	

	Item 6.	Selected Consolidated Financial Data	

	Item 7.	Management's Discussion and Analysis of
		Financial Condition and Results of Operations	

	Item 8.	Financial Statements and Supplementary Data	

	Item 9.	Changes in and Disagreements with Accountants
		on Accounting and Financial Disclosure	


PART III	Item 10.	Directors and Executive Officers of the Registrant 	

	Item 11.	Executive Compensation	

	Item 12.	Security Ownership of Certain Beneficial Owners
		and Management 	

	Item 13.	Certain Relationships and Related Transactions 	


PART IV	Item 14.	Exhibits, Financial Statement Schedules and
		Reports on Form 8-K:	

		(a)	Documents Filed with Report 	
		(b)	Reports on Form 8-K 	
		(c)	Exhibits	
		(d)	Financial Statement Schedules 	

PART I


Item 1.
Business

Quantum Corporation (the "Company" or "Quantum") was incorporated as a 
California corporation in February 1980, and reincorporated as a Delaware 
corporation in April 1987.

Quantum Corporation is a leader in designing, manufacturing and marketing 
advanced small-form-factor hard disk drives for a broad range of computer 
systems, including desktop workstations, personal computers and advanced 
notebook computers.  The Company markets its products directly to major OEMs 
and 
through a broad range of distributors, resellers and systems integrators in more 
than 40 countries worldwide.

Executive Officers

The executive officers of the Company, and certain information about them as of 
March 31, 1994, are as follows:

Name	Age	Position with the Company
William J. Miller	48	Chairman and Chief Executive Officer
Michael A. Brown	35	President, Desktop and Portable Storage Group
Robert K. Maeser	54	President, High-Capacity Storage Group
Kenneth Lee	57	Executive Vice President, Technology and
				Engineering, Chief Technical Officer
William F. Roach	50	Executive Vice President, Worldwide Sales
Joseph T. Rodgers	51	Executive Vice President, Finance,
			Chief Financial Officer and Secretary
Deborah E. Barber	55	Vice President, Human Resources
Gina M. Bornino	33	Vice President, Corporate Development and
				Planning
Kenneth F. Potashner	37	Vice President, Quality and Business Excellence

Mr. Miller joined the Company as Chief Executive Officer in March 1992 and was 
elected Chairman in September 1993.  He has been a member of the Board of 
Directors since May 1992.  He previously served 11 years at Control Data 
Corporation, where his last position was Executive Vice President and President 
of Information Services.  He also served as President and Chief Executive 
Officer of Imprimis Technology, formerly a subsidiary of Control Data 
Corporation.

Mr. Brown joined the Company's marketing organization in August 1984, was 
named 
Vice President, Marketing, in June 1990, and became Executive Vice President in 
February 1992.  In August 1993, he was named President of the Desktop and 
Portable Storage Group.  Prior to June 1990, Mr. Brown held positions in product 
and marketing management.  Prior to joining the Company, he served in the 
marketing organization at Hewlett-Packard Company and provided management 
consulting services at Braxton Associates.

Mr. Maeser joined the Company in 1992 as Vice President and General Manager, 
High-Capacity Storage Group, and was promoted to President, High-Capacity 
Storage Group, in August 1993.  Prior to joining the Company, he served as 
Executive Vice President, Operations and Development, for the Automated 
Wagering 
Division of Control Data Corporation from September 1991 to July 1992, and as 
Vice President, Product Line Management and Product Development, for Seagate 
Technology from October 1989 to September 1991.  Prior to that time, Mr. Maeser 
was employed by Control Data Corporation for over 26 years, last serving as Vice 
President, Operations, for Imprimis Technology.

Dr. Lee joined the Company in 1989 as Director of Advanced Recording 
Technologies and was promoted to Vice President, Engineering, in August 1990.  
In August 1993, he was promoted to Executive Vice President, Technology and 
Engineering, and Chief Technical Officer.  Prior to joining the Company, he 
served for five years as Vice President, Product Development, for Domain 
Technology, and previously spent 15 years at IBM Research Laboratory in San 
Jose, California, working on advanced magnetic storage devices.

Mr. Roach joined the Company in September 1989 as Vice President, Sales, and 
was 
promoted to Executive Vice President, Worldwide Sales, in August 1993.  Prior to 
joining the Company, he spent 12 years in sales at Intel Corporation, last 
serving as Worldwide Director, Distribution Sales and Marketing.

Mr. Rodgers joined the Company in December 1980 as its Vice President, 
Finance, 
and was elected Secretary in May 1981, Treasurer in September 1981 and 
Executive 
Vice President, Finance, in April 1986.  Mr. Rodgers is currently serving as 
Executive Vice President, Finance, Chief Financial Officer and Secretary.  From 
July 1979 to December 1980, he served as Vice President, Finance, of Braegen 
Corporation, a manufacturer of computer equipment.  He also has more than 
nine 
years experience at Price Waterhouse, last serving as an audit manager.

Ms. Barber joined the Company in October 1992 as Vice President, Human 
Resources.  Prior to joining the Company, she served as Vice President, Human 
Resources, for Cray Research from January 1988 to October 1992.  From June 1978 
to January 1988, Ms. Barber was employed by Honeywell, Inc., last serving as 
Director of Human Resources for the Military Avionics Division.

Ms. Bornino joined the Company in August 1993 as Vice President, Corporate 
Development and Planning.  Prior to joining the Company, she served as Director 
of Strategic Planning for Silicon Graphics, Inc., from July 1992 to August 1993.
From November 1989 to July 1992, Ms. Bornino was employed by MIPS Computer 
Systems, Inc., last serving as Director of Engineering.  Prior to joining MIPS, 
she was a general management consultant with the consulting firm of Arthur D. 
Little, Inc., from June 1988 to November 1989.

Mr. Potashner joined Quantum in March 1992 as Vice President, Quality and 
Business Excellence.  Prior to joining the Company, he served 11 years at 
Digital Equipment Corporation (DEC) where he held several positions in 
engineering, operations and manufacturing, and most recently as Group 
Technology 
Manager, providing strategic leadership to DEC's quality and technology 
organization.

Products

Quantum's major products are shown below and are described following the 
chart.

				Average
	Capacity	No.	No.	Seek Time
Products	(MB)	Disks	Heads	(millisec.)	Interface
	Manufacturer
3.5-inch:

ProDrive ELS 85	85	1	2	17	SCSI-2, AT	MKE *
ProDrive ELS 127	127	2	3	17	SCSI-2, AT	MKE
ProDrive ELS 170	170	2	4	17	SCSI-2, AT	MKE
ProDrive LPS 240	245	2	4	16	SCSI-2, AT	MKE
ProDrive LPS 525	525	3	6	10	SCSI-2, AT	Quantum
ProDrive LPS 170	170	1	2	14	SCSI-2, AT	MKE
ProDrive LPS 270	270	1	2	12	SCSI-2, AT	MKE
ProDrive LPS 340	342	2	4	12	SCSI-2, AT	MKE
ProDrive LPS 540	541	2	4	12	SCSI-2, AT	MKE
ProDrive 700	700	4	8	10	SCSI-2	Quantum
ProDrive 1050	1,050	6	12	10	SCSI-2	Quantum
ProDrive 1225	1,225	7	14	10	SCSI-2	Quantum
ProDrive 1800	1,800	7	14	10	SCSI-2	Quantum
Quantum Empire 540	540	2	4	9.5	SCSI-3	Quantum
Quantum Empire 1080	1,080	4	8	9.5	SCSI-3	Quantum
Quantum Empire 1440	1,440	4	8	9.5	SCSI-3	Quantum
Quantum Empire 2160	2,160	6	12	9.5	SCSI-3	Quantum


2.5-inch:

Go-Drive GRS 80	85	1	2	<17	SCSI-2, AT	MKE
Go-Drive 120	127	2	4	<17	SCSI-2, AT	MKE
Go-Drive GRS 160	169	2	4	<17	SCSI-2, AT	MKE
Go-Drive GLS 85	85	1	2	17	SCSI-2, AT	MKE
Go-Drive GLS 127	127	2	3	17	SCSI-2, AT	MKE
Go-Drive GLS 170	170	2	4	17	SCSI-2, AT	MKE
Go-Drive GLS 256	256	3	6	17	SCSI-2, AT	MKE
Quantum Daytona 127	127	1	2	17	SCSI-2, AT	MKE
Quantum Daytona 256	256	2	4	17	SCSI-2, AT	MKE
Quantum Daytona 341	341	3	6	17	SCSI-2, AT	MKE
Quantum Daytona 540	541	4	8	17	SCSI-2, AT	MKE

* Matsushita-Kotobuki Electronics Industries, Ltd., of Japan.  See 
"Manufacturing."

ProDrive (Reg. U.S. Pat. & Tm. Off.) and Quantum Empire (trademark) 3.5-inch 
Products:

Quantum's 3.5-inch hard drives consist of the ProDrive ELS (trademark), 
ProDrive 
LPS (trademark), ProDrive Series (Reg. U.S. Pat. & Tm. Off.) and Quantum 
Empire 
products.  These products are designed to meet the needs of the desktop PC and 
workstation, disk array and file server markets and currently represent the 
majority of the Company's product shipments.

ProDrive ELS 85/127/170.  Mass production of the ProDrive ELS products began in 
July 1992.  These 1-inch-high drives are designed to serve a major segment of 
the personal computer market: entry-level, low-cost desktop PC systems.  The 
enhanced reliability and price performance of the ProDrive ELS product line were 
achieved through a reduced parts count, low-power requirements and the use of 
features such as Quantum's proprietary WriteCache (Reg. U.S. Pat. & Tm. Off.) 
and DisCache (Reg. U.S. Pat. & Tm. Off.) firmware for faster data retrieval and 
throughput.

ProDrive LPS 240.  Quantum began mass production of this 1-inch-high, 245-
megabyte product in July 1991.  The ProDrive LPS 240 product was designed to 
meet the increasing capacity and performance requirements of desktop PCs, and 
was the first 1-inch-high 200-megabyte-range drive to be offered by a major hard 
disk drive supplier.  The ProDrive LPS 240 includes a number of performance- 
enhancing features and has an average seek time of 16 milliseconds.

ProDrive LPS 525.  Announced in conjunction with the high-capacity ProDrive 
Series 700 and 1225 products, the ProDrive LPS 525 began mass production in 
December 1992.  With an average seek time of 10 milliseconds, the ProDrive LPS 
525 product is a 1-inch-high, three-disk drive that meets the performance and 
capacity needs of high-end personal computers and workstations.

ProDrive LPS 170/270/340/540. Announced in September 1993, Quantum's 
ProDrive 
170/270/340/540 1-inch-high products are designed to meet the capacity and 
performance needs of entry-level, mid-range and high-end desktop PCs.  The 
ProDrive LPS 170/340 drives provide the best value for price-sensitive PCs in 
terms of performance, reliability and versatility.  With internal data transfer 
rates of 46 megabits-per-second and a 12 millisecond seek time, the ProDrive LPS 
270/540 drives provide leading areal density, plus superior performance and 
reliability for high-end, multi-user PC environments.  These ProDrive LPS 
products began shipping in volume during the third quarter of fiscal 1994.

ProDrive 700/1050/1225.  Designed to meet the high-performance and reliability 
needs of technical workstations and multi-user systems, the Company began 
mass 
production shipments of the ProDrive 1050 product in June 1992.  In August 1992, 
the Company began mass production of the ProDrive 700/1225 products, which 
extended the Company's high-capacity, high-performance product line.  
Quantum's 
high-capacity products follow the Company's approach of reducing parts count to 
increase reliability and incorporating performance-enhancing firmware to speed 
data throughput and retrieval.

ProDrive 1800.  In August 1993, Quantum announced its first 2-gigabyte-class 
drive, the ProDrive 1800 product.  This 1.6-inch-high drive is designed for 
workstations, file servers, redundant arrays of independent disks (RAIDs) and 
other disk arrays, and provides a 350,000-hour Mean-Time-Between-Failures 
rating.  With average seek times of 10 milliseconds, the ProDrive 1800 includes 
Quantum's proprietary AutoRead (trademark) and AutoWrite (trademark) ASIC 
hardware and other features designed to optimize drive and overall system 
performance.  Volume production of the ProDrive 1800 began in the third quarter 
of fiscal 1994.

Quantum Empire 540/1080.  Introduced in September 1993, Quantum Empire 
540/1080 
drives broaden Quantum's offering for workstations, servers and disk arrays.  
The 1-inch-high Quantum Empire 540/1080 drives offer average seek times of 9.5 
milliseconds, 5,400 RPM rotational rate and include Quantum's proprietary 
ORCA 
(trademark) (Optimized Reordering of Commands Algorithm) feature, which 
increases system performance. These low-power, high-performance drives began 
shipping in volume during October 1993.

Quantum Empire 1440/2160.  These high-capacity products for advanced 
workstations, servers and disk arrays include Quantum's first 3.5-inch drive 
with more than 2 gigabytes of formatted capacity - the Quantum Empire 2160.  
The 
Quantum Empire 1440 drive is a 1-inch-high model with a formatted capacity of 
1.44 gigabytes.  These drives are also the first to incorporate Quantum's 
patented PRML (Partial Response Maximum Likelihood) read channel 
technology.  
PRML technology leads to the very high sustained data transfer rates that are 
critical to disk-intensive applications such as multimedia and graphics.

Go-Drive (Reg. U.S. Pat. & Tm. Off.) and Quantum Daytona (trademark) 2.5-inch 
Products:

Go-Drive 120, Go-Drive GRS (trademark) 80/160.  Quantum's Go-Drive products 
are 
designed to meet the performance, reliability and low-power requirements of 
portable notebook computers.  Mass production of the Go-Drive 120 began in 
March 
1992.  With the June 1992 announcement of the Go-Drive GRS products, Quantum 
was 
the first major supplier of 2.5-inch hard drives to offer more than 80 megabytes 
of storage per disk.  Mass production of the Go-Drive GRS products began in 
September 1992.

Go-Drive GLS (trademark) 85/127/170/256.  In September 1993, Quantum 
announced 
its Go-Drive GLS series of products for subnotebooks and standard-sized advanced 
notebook computers.  These low-power drives provide capacity, height and 
performance to meet the needs of emerging segments within the notebook 
computer 
marketplace.  Go-Drive GLS drives include heights of 12.5, 17 and 19 
millimeters, and include Quantum's ShockLock (trademark) pivoting magnetic 
actuator latch, which increases drive resistance to non-operating shock, the 
type of shock to which notebook computers are most frequently subjected.

Quantum Daytona 127/256/341/514.  The Quantum Daytona drive family, 
announced in 
November 1993, provides four leading capacities and PC-class performance for 
subnotebook and notebook systems.  The 2.5-inch drive family includes an 
industry first - 256 megabytes of storage in a slim 12.5-millimeter-high package 
for subnotebook systems, as well as a 127-megabyte version for subnotebooks.  
For full-function notebooks, the Quantum Daytona drives provide 341- and 514- 
megabyte, 19-millimeter-high products.  Quantum Daytona drives spin at a rate of 
4,500 RPM, provide a typical seek time of 17 milliseconds and transfer data 
disk-to-buffer at 36 megabits per second.

Additional Products:

The Company also sells products in the Apple after-market directly to end users 
through its wholly-owned subsidiary, La Cie, Ltd.

During fiscal 1994, Quantum discontinued production of the Quantum Hardcard 
EZ 
(trademark) and Quantum DriveKit (Reg. U.S. Pat. & Tm. Off.) products.  In 
March 
1994, Quantum sold the Quantum Passport XL (Reg. U.S. Pat. & Tm. Off.) product 
line to MountainGate Data Systems, Inc., the proceeds of which were immaterial 
to the financial results of the Company.

Product Development

Quantum operates in an industry characterized by rapid technological change 
and 
shortening product life cycles.  As a result, the Company's future is dependent 
on its ability to develop new products, successfully introduce these products to 
the market and ramp production to meet customer demands.  Accordingly, the 
Company is committed to the timely development of new products and the 
continuing evaluation of new technologies.  For the three fiscal years ended 
March 31, 1994, 1993 and 1992, the Company's research and development 
expenses 
were $89.8 million, $63.0 million and $59.3 million, respectively.

The Company is currently concentrating its product development efforts on 
broadening its existing 3.5-inch and 2.5-inch product lines, introducing new 
generations of products and developing new mass storage technologies.  The 
Company expects that sales from new products will account for a significant 
portion of fiscal 1995 revenue and will continue to replace sales from current 
products.  Accordingly, the failure of the Company to successfully develop and 
manufacture new products and manage the transition of customers to these 
products would adversely affect the Company's results of operations.

Manufacturing

The Company believes that its unique manufacturing strategy is a key to its 
success.  For production of its high-volume products, Quantum relies on 
Matsushita-Kotobuki Electronics Industries, Ltd. (MKE), of Japan.  MKE is a 
substantial manufacturer of hard disk drives and other electronic components 
and 
is a majority-owned subsidiary (57.6%) of Matsushita Electric Industries 
Company, Ltd., of Japan.  MKE produces hard disk drives for Quantum in Japan 
and 
in Dundalk, Ireland.  In addition, MKE will begin production of Quantum 
products 
in its Singapore facility during the first quarter of fiscal 1995.  During 
fiscal 1994, approximately 90% of the Company's sales were derived from products 
manufactured by MKE.  MKE's state-of-the-art manufacturing process is highly 
automated, employing integrated computer networks and advanced control 
systems.  
Quantum uses its own state-of-the-art manufacturing facility at its headquarters 
site in California to manufacture its higher capacity, more technically complex 
products.  Quantum's product design efforts are integrated with the design of 
the manufacturing process, enabling the Company to rapidly achieve high-
volume, 
high-quality production to meet customer requirements.

The Company and MKE purchase components, some of which are made to the 
Company's 
specifications, from outside vendors.  Most of the components used in the 
Company's products are available from more than one supplier.  In the past, 
limited availability of certain key components has constrained the Company's 
revenue growth.  There can be no assurance that similar shortages will not recur 
in the future, and the Company's inability to obtain essential components or to 
qualify additional sources as necessary, if prolonged, could have a material 
adverse effect on the Company's results of operations.

The Company and MKE have had a continuous relationship since 1984.  The 
current 
agreement between the Company and MKE gives MKE the exclusive worldwide 
right to 
manufacture, and the Company the exclusive worldwide right to design and 
market, 
certain products as agreed between the companies.  The Company provides MKE 
with 
forecasts of its requirements and places purchase orders approximately three 
months prior to delivery.  The Company has only a limited right to modify these 
purchase orders.  The pricing structure is renegotiated periodically, generally 
on an annual basis.

Sales and Marketing

The Company markets its products directly to major OEMs and distributors 
through 
its worldwide sales force.  During fiscal 1994, sales to Apple Computer, Inc. 
and Compaq Computer, Inc. represented 22% and 10%, respectively, of 
consolidated 
sales.  For fiscal 1993 and 1992, sales to Apple Computer represented 20% and 
25%, respectively, while sales to Compaq Computer represented less than 10% of 
consolidated sales in each year.

Quantum maintains a European headquarters in Neuchatel, Switzerland, an 
Asia-
Pacific headquarters in Singapore, a Japanese headquarters in Tokyo, and sales 
offices throughout the world.  International sales, which include sales to 
foreign subsidiaries of United States companies, accounted for 53% of sales for 
the year ended March 31, 1994, as compared with 48% of sales for the year ended 
March 31, 1993, and 52% of sales for the year ended March 31, 1992.  See also 
Note 11 in the "Notes to Consolidated Financial Statements."

Warranty and Service

Quantum generally warrants its products against defects in design, materials 
and 
workmanship for one to five years.  The Company believes its accrual for 
warranty liability is adequate.  The Company maintains in-house facilities for 
refurbishment or repair of its products in Milpitas, California; Frankfurt, 
Germany, and a temporary facility in Penang, Malaysia.  However, the Company 
is 
currently in the process of closing its Frankfurt facility and establishing a 
permanent worldwide repair facility in Malaysia.

Backlog

The Company's six-month order backlog at May 2, 1994, was approximately $574 
million compared with approximately $304 million at May 2, 1993.  Backlog 
increased year-to-year as a result of increased customer demand, primarily for 
the Company's new products.  Backlog includes only firm orders for which the 
customers have released a specific purchase order and specified a delivery 
schedule.

Lead time for the release of purchase orders depends upon the scheduling 
practices of the individual customer, and the rate of booking of new orders 
varies from month to month.  For this reason and because of the possibility of 
customer changes in delivery schedules or cancellations of orders, Quantum's 
backlog as of any particular date may not be representative of actual sales for 
any succeeding period.  In addition, it has been the Company's practice to 
permit customers to increase or decrease (including canceling) orders for 
products with relatively short notice to the Company.  The Company believes that 
this practice enables customers to improve the management of their inventory, 
minimizes the Company's exposure to disputed accounts receivable and improves 
the Company's relationships with customers.

Competition

Competition in the hard disk drive industry is intense and is based principally 
on time to market, product availability, reliability, performance, product 
capacity and price.  The Company believes that it competes favorably in these 
areas although certain of its competitors have greater financial, marketing and 
technological resources.

Quantum faces intense direct competition for its 3.5-inch products from 
companies such as Conner Peripherals, Maxtor, Seagate Technology and 
Western 
Digital.  The Company expects continued strong competition in the 3.5-inch form 
factor in all ranges of capacity and performance.  In the 2.5-inch hard disk 
drive market, the Company competes primarily with Conner Peripherals, JVC, 
Maxtor, Seagate Technology, Toshiba and Western Digital.  The Company also 
competes indirectly with disk drive divisions of large computer manufacturers 
such as Digital Equipment Corporation, Hewlett-Packard and IBM.  These 
companies 
also have a presence in the OEM market.  Should other major OEMs develop 
internal disk drive manufacturing capabilities, the demand for the Company's 
products would be reduced.

The Company also competes with companies offering products based on 
alternative 
data storage and retrieval technologies.  Technological advances in magnetic, 
optical or other technologies, or the development of new technologies, could 
result in the introduction of competitive products with superior performance to 
and substantially lower prices than the Company's products, which could 
adversely affect the Company's results of operations.


Patents and Licenses

Quantum has been granted 65 United States patents, including patents originally 
issued to its former subsidiary Plus Development Corporation.  As a general 
rule, these patents have 17-year terms from the date of issuance.  Quantum also 
has certain foreign patents and applications relative to certain of the products 
and technologies.  Although Quantum believes that its patents and applications 
have significant value, the rapidly changing technology of the computer industry 
makes Quantum's future success dependent primarily upon the technical 
competence 
and creative skills of its personnel rather than on patent protection.  See also 
"Legal Proceedings."

Several companies and individuals have approached Quantum concerning the 
need 
for a license under patented technology that Quantum has assertedly used, or is 
assertedly using, in the manufacture and sale of one or more of Quantum's 
products.  Quantum conducts ongoing investigations into these assertions and 
presently believes that any licenses ultimately determined to be required could 
be obtained on commercially reasonable terms.  However, there is no assurance 
that such licenses are presently obtainable, or if later determined to be 
required, could be obtained.  See also "Legal Proceedings."

Quantum has a cross-licensing agreement with IBM that commenced on May 10, 
1986, 
and runs until expiration of the last of the licensed IBM patents (including 
patents issued and issuing on patent applications filed prior to January 1, 
1991).  This agreement enables Quantum to use certain patents owned by IBM, 
and 
it enables IBM to use certain patents owned by Quantum.

Quantum also has a patent cross-licensing agreement with Seagate Technology 
that 
commenced on July 7, 1992, and runs until expiration of the last of the licensed 
Seagate patents (including patents issued and issuing on patent applications 
filed prior to January 1, 2002).  This agreement enables Quantum to use certain 
patents owned by Seagate, and it enables Seagate to use certain patents owned by 
Quantum.

Quantum also has a patent cross-licensing agreement with the Hewlett-Packard 
Corporation that commenced on September 21, 1993, and runs until expiration of 
the last of the licensed Hewlett-Packard patents (including patents issued and 
issuing on patent applications which are filed during the (5) five-year period 
which begins on the first day after September 21, 1993).  This agreement enables 
Quantum to use certain patents owned by Hewlett-Packard, and it enables 
Hewlett-
Packard to use certain patents owned by Quantum.

Quantum has also entered into limited patent cross-license and license 
agreements with Integral Peripherals, Inc., and Syquest Technology.

Employees

At March 31, 1994, the Company employed 2,984 persons including 593 in 
engineering, 1,729 in manufacturing, 347 in sales and marketing and 315 in 
general management and administration.  In the advanced electronics industry, 
competition for highly skilled employees is intense.  Quantum believes that a 
great part of its future success will depend on its continued ability to attract 
and retain qualified employees.  None of the Company's employees are 
represented 
by a trade union, and the Company has experienced no work stoppage.  Quantum 
believes that its employee relations are favorable.



Item 2.
Properties

During fiscal 1992, the Company moved its corporate headquarters and 
manufacturing operations to a new 37-acre leased campus complex in Milpitas, 
California.  The Company currently occupies four buildings of the planned five-
building campus and will begin construction on the fifth building during the 
first quarter of fiscal 1995.  The Company also leases office and warehouse 
space and repair facilities throughout the world, typically on a short-term 
basis.  In addition, the Company is currently in the process of constructing a 
new repair facility in Malaysia.  Currently all of the Company's facilities are 
fully utilized.  The Company believes that its configuration and warehouse 
facilities are adequate to support customer requirements during fiscal 1995.  
The aggregate lease payments for these facilities in fiscal year 1994 were 
approximately $12.1 million.


Item 3.
Legal Proceedings

On February 26, 1993, Quantum commenced a declaratory judgment lawsuit 
against 
Rodime PLC of Glasgow, Scotland, in the U.S. District Court for the District of 
Minnesota.  Minnesota is the site of Rodime's only U.S. office.  Rodime has 
counterclaimed by asserting that certain Quantum 3.5-inch hard disk drive 
products infringe its U.S. Patent No. 4,638,383 and is seeking royalty payments 
under that patent.  That patent purports to cover hard disk drives using 3.5-
inch disks and specifies an architecture including attributes such as a head 
positioning mechanism consisting of a rotary actuator moved by an open loop 
stepper motor.  Quantum's complaint alleges that the Rodime patent is invalid 
and unenforceable, and that it has not been infringed by Quantum.  On April 11, 
1994, the United States District Court entered a summary judgment in 
Quantum's 
favor, ruling that claims 4, 6, 7, 9, 14 and 19-27 of the Rodime patent are 
invalid because they were impermissibly broadened during earlier patent 
reexamination proceedings conducted by the U.S. Patent and Trademark Office.  
Quantum believes that this ruling, if upheld on appeal, is fully dispositive of 
its dispute with Rodime.  Due to the inherent uncertainties of litigation, there 
can be no assurance that such ruling will be affirmed.

On March 26, 1993, Harry Aine, an individual, filed a complaint with the United 
States International Trade Commission seeking an importation exclusion order 
against hard disks which he alleged infringed his U.S. Reissue Patent No. 32,464 
relating to sputtered carbon coated computer disks.  Quantum was named as a 
respondent, along with certain other disk drive makers and disk manufacturers 
and suppliers.  Quantum believed that the Aine patent was invalid and 
unenforceable and was not infringed by Quantum.  Quantum asked its disk 
vendors 
to participate actively in defending the proceedings before the International 
Trade Commission, and to indemnify Quantum with regard to disk components 
they 
supply to Quantum.  The dispute was settled by agreement during fiscal 1994 on 
immaterial terms, and Quantum is awaiting receipt of a formal dismissal of the 
ITC investigation.


Item 4.
Submission of Matters to a Vote of Security Holders

Not applicable.

PART II


Item 5.
Market for the Registrant's Common Equity and Related Stockholder Matters

Quantum Corporation's common stock has been traded in the over-the-counter 
market under the NASDAQ symbol QNTM since the Company's initial public 
offering 
on December 10, 1982.

The prices per share reflected in the table represent the range of high and low 
closing prices in the NASDAQ National Market System for the quarter indicated.  

Fiscal 1994		High	Low
Fourth quarter ended March 31, 1994		19 1/4	14 1/8
Third quarter ended January 2, 1994		14 3/4	 9 7/8
Second quarter ended October 3, 1993		13 1/2	 9 1/2
First quarter ended July 4, 1993		14 1/2	10 1/2

Fiscal 1993		High	Low
Fourth quarter ended March 31, 1993		17 1/4	12 3/4
Third quarter ended December 27, 1992		17 1/8	12 1/2
Second quarter ended September 27, 1992		16	12 7/8
First quarter ended June 28, 1992		15 3/4	12 1/2

The Company has not paid cash dividends on its common stock and does not plan 
to 
pay cash dividends to its shareholders in the near future.  The Company 
presently intends to retain its earnings to finance future growth of its 
business.

As of May 2, 1994, there were approximately 1,677 shareholders of record of the 
Company.

Item 6.
Selected Consolidated Financial Data

(In thousands except per 	                                  Year Ended March 31,
share amounts, number of 
employees and ratios)	      1994	      1993	      1992	    1991	    1990
Sales		$2,131,054	$1,697,240	$1,127,733	$877,733	$446,291
Net income	$    2,674	$   93,811	$   46,845	$ 73,881	$ 47,212
Net income per share
	Primary	$      .06	$     2.05	$     1.05	$   1.69	$   1.14
	Fully diluted	$      .06	$     1.77	$     1.04	$   1.68	$   
1.14
Total assets	$  997,438	$  926,633	$  550,864	$489,420	$243,209
Total long-term debt	$  212,500	$  212,500	-	-	-
Shareholders' equity
  per share	$     9.22	$     9.19	$     7.19	$   6.09	$   4.14
Number of employees	2,984	2,455	1,752	1,445	763
Sales per average number
  of employees	$      772	$      778	$      713	$    706	$    663
Ratio of earnings to
  fixed charges	1.2	9.3	8.1	19.1	27.5



Item 7.
Management's Discussion and Analysis of Financial Condition and Results of 
Operations

Quantum's results of operations for fiscal 1994 reflect a significant increase 
in sales over the prior fiscal year.  Sales for the year ended March 31, 1994 
grew 26%, to $2.1 billion, compared to sales of $1.7 billion recorded in fiscal 
1993. This increase in sales is the result of an increase in unit shipments 
offset by a significant decline in average unit sales prices.

Unit shipments for fiscal 1994 increased 56% when compared to fiscal 1993.  
Contributing to this increase in unit shipments in fiscal 1994 was a shift in 
product mix to higher capacity products as well as the expansion of product line 
offerings.  The positive impact of these factors on sales was partially offset 
by a significant decline in average unit sales prices, especially during the 
first half of the fiscal year, due to severe pricing pressures in both the 
distribution and OEM channels.

The Company is currently unable to meet demand for certain key products and is 
taking steps to increase the availability of such products.  Should the Company 
be unable to meet customer demand for a prolonged period, results of operations 
could be adversely affected.

Sales for the year ended March 31, 1993, of $1.7 billion increased 51% when 
compared to fiscal 1992.  This increase reflected primarily an increase in unit 
shipments.

The Company continues to focus on meeting the needs of major OEM customers. 
Sales to the top five OEM customers represented 47% of sales for fiscal 1994, 
compared to 45% and 40% for fiscal 1993 and 1992, respectively.  Sales to Apple 
Computer, Inc. were $458 million or 22%, of consolidated sales in fiscal 1994, 
compared to $333 million or 20% of sales in fiscal 1993 and $277 million or 25% 
of sales in fiscal 1992. Sales to Compaq Computer, Inc. were $220 million or 
10%, of consolidated sales in fiscal 1994 compared to less than 10% in fiscal 
1993 and 1992.  Any significant decrease in sales to a major customer or the 
loss of a major customer would have a material adverse effect on the Company's 
results of operations.

Sales to the distribution channel were 20% of consolidated sales or $428 million 
for fiscal 1994, compared to 33%, or $568 million for fiscal 1993 and 36% or 
$406 million for fiscal 1992.  Due to the large degree of volatility experienced 
in the distribution channel during the first half of fiscal 1994, combined with 
the Company's decision to focus on the OEM channel, sales to the distribution 
channel decreased as a percentage of consolidated sales for the year.

Gross margin declined to 11% for fiscal 1994, compared to 19% for fiscal 1993 
and 1992.  The decrease in gross margin is attributable to intense pricing 
pressures in both the distribution and OEM sales channels resulting primarily 
from an industry-wide oversupply of disk drives particularly during the second 
quarter.  During the second half of fiscal 1994 the Company began to transition 
its customers from existing products to the Company's newer more cost effective 
products.  These product transitions along with stabilizing industry conditions 
contributed to an increase in gross margin to 11% for the third quarter and 18% 
for the fourth quarter of fiscal 1994; however, due to the cyclical nature of 
the disk drive industry and the Company's dependence on new product 
introductions, there can be no assurance that the Company will be able to 
sustain the current gross margin levels.

Over the past ten years, Quantum has established a strong business relationship 
with Matsushita Kotobuki Electronics Industries, Ltd. (MKE) of Japan.  This 
relationship has been built on Quantum's engineering and design expertise and 
MKE's high-volume, high-quality manufacturing expertise.  The Company's 
master 
agreement with MKE, which covers the general terms of the business 
relationship, 
was renegotiated during fiscal 1993 for a period of five years.  In fiscal 1994, 
approximately 90% of Quantum's sales were derived from products 
manufactured by 
MKE.  In the event MKE is unable to supply such products or increases its prices 
for manufacturing services, the Company's results of operations would be 
adversely affected.  The Company's transactions with MKE are denominated in 
U.S. 
dollars with prices for product purchases negotiated periodically, usually on an 
annual basis.  Thus fluctuations in the exchange rate have no material short-
term impact on Quantum's results of operations, however, such fluctuations may 
impact future negotiated prices.  

During fiscal 1994, the Company invested $90 million, or 4.2% of sales, in 
research and development, compared to $63 million, or 3.7% of sales, in fiscal 
1993 and $59 million, or 5.2% of sales, in fiscal 1992.  The increases are due 
to increased headcount and higher expenses related to preproduction activity for 
an increased number of new products.  Quantum intends to continue its 
investment 
in research and development as the hard disk drive industry is subject to rapid 
technological advances and the future success of the Company is dependent upon 
continued successful and timely introductions of new products and technologies.

Sales and marketing expenses in fiscal 1994 were $74 million, or 3.5% of sales,
compared to $77 
million, or 4.5% of sales, in fiscal 1993 and $55 million, or 4.9% of sales, in 
fiscal 1992.  The decrease in sales and marketing expenses in fiscal 1994 is 
attributable to lower co-op marketing and channel development expenses as a 
result of a decline in sales to the distribution channel.  These decreases were 
partially offset by costs associated with supporting the higher sales volume and 
expanding the Company's international infrastructure.  The increase in 
expenses 
in fiscal 1993 over 1992 is due to costs associated with supporting the higher 
sales volume, expanding the Company's international infrastructure and the 
introduction of multiple new products.

General and administrative expenses in fiscal 1994 were $42 million, or 2.0% of
sales, compared 
to $34 million, or 2.0% of sales, in fiscal 1993, and $24 million, or 2.1% of 
sales, in fiscal 1992.  The absolute increase in general and administrative 
expenses of $8.1 million reflects the increased costs necessary to support the 
Company's international growth, including the establishment of European and 
Asia-Pacific headquarters operations in Switzerland and Singapore during fiscal 
1993.  Fiscal 1994 was the first full year of operations at these headquarters.

Included in the Company's fiscal 1994 results of operations are restructuring 
and non-recurring charges of $22.8 million.  The charges were primarily 
associated with the write-off of goodwill associated with its former subsidiary, 
Plus Development, the Company's reduction in work force, accelerated product 
transitions, and the consolidation of sales offices and other facilities.  In 
addition, the Company is in the process of consolidating repair facilities from 
three facilities worldwide into a single location in Malaysia, the costs of 
which are included in these restructuring charges.

Net interest and other income and expense for fiscal 1994 was $6.7 million net 
expense compared to $2.3 million net expense and $.9 million net expense for 
fiscal 1993 and 1992, respectively.  This increase is due mainly to lower 
interest income resulting from lower interest rates and lower cash balances 
during fiscal 1994.  The increase in fiscal 1993 over 1992 is due primarily to 
interest incurred on the issuance in April 1992 of the Company's convertible 
subordinated debentures.

The Company's effective tax rates were 27%, 36% and 37% for the fiscal years 
1994, 1993 and 1992, respectively.  The reduction in the rate for fiscal 1994 
was attributable to the benefit of foreign earnings taxed at a lower rate.  

The Company recorded net income for fiscal 1994 of $2.7 million compared to net 
income of $94 million and $47 million for fiscal 1993 and 1992, respectively.  
The decrease in net income for fiscal 1994 is due to a decrease in gross margin 
from lower average sales prices combined with a charge of $22.8 million recorded 
in the second quarter for expenses associated with certain non-recurring write-
offs and restructuring of the Company.  The increase in net income in fiscal 
1993 over fiscal 1992 is due to the increased level of sales combined with gross 
margin and operating expenses remaining flat as a percentage of sales.

Quantum operates in an extremely competitive industry and its rapid growth has 
been the result of the Company's ability to identify customer needs and develop 
quality products to meet those requirements.  The Company expects that sales 
from new products will continue to account for a majority of sales in 1995 and 
will replace sales of some current products.  The Company's ability to produce 
new products economically and manage the transition of customers to these new 
products is essential for continued success.  The hard disk drive industry is 
characterized by increasingly shorter product life cycles and is dependent on 
the strength of unit demand in the personal computer market.  As a result, the 
industry tends to experience periods of excess product inventory and intense 
price competition.  These and other factors may affect the Company's results of 
operations, and past financial performance should not be considered a reliable 
indicator of future performance.  Investors should not use historical trends to 
anticipate results of trends in future periods.

Liquidity and Capital Resources

At March 31, 1994, the Company had $330 million in cash and cash equivalents 
and 
short-term marketable securities, compared to $289 million at March 31, 1993.  
The increase is due primarily to a reduction in inventory that existed at the 
beginning of the year combined with significant cash collections.  Cash 
generated from the reduction in inventory was primarily used to fund operations.
The Company also has available $85 million under a bank agreement for the 
issuance of standby letters of credit.  This credit agreement is secured by cash 
deposits totaling $85 million.  The Company manages its foreign exchange risk, 
to the extent it has any, through the purchase of foreign exchange contracts.

Major expenditures during fiscal 1994 included the investment of $38 million in 
leasehold improvements and capital equipment and $17.5 million to repurchase 
1.5 
million shares of its common stock in the open market.

At this time, the Company expects to spend approximately $40 to $60 million for 
leasehold improvements, capital equipment and the expansion of the Company's 
facilities.  Additionally, the Company has an authorization outstanding from the 
Board of Directors to repurchase an additional 1.5 million shares of its common 
stock in the open market.  The Company believes that its current cash position 
and its anticipated future cash flow from operations are sufficient to meet all 
currently planned expenditures and sustain operations during the next fiscal 
year.


Item 8.
Financial Statements and Supplementary Data

Index to Consolidated Financial Statements	Page

	Financial Statements:
	  Report of Ernst & Young, Independent Auditors

	  Consolidated Statements of Income for each of the 
	    three years in the period ended March 31, 1994

	  Consolidated Balance Sheets at March 31, 1994 and 1993

	  Consolidated Statements of Cash Flows for each of the
	    three years in the period ended March 31, 1994

	  Consolidated Statements of Shareholders' Equity for
	    each of the three years in the period ended
	    March 31, 1994

	  Notes to Consolidated Financial Statements

	Financial Statement Schedules:
	  Schedule I - Marketable Securities and Investments

	  Schedule VIII - Valuation and Qualifying Accounts

All other schedules are omitted because they are not applicable or the required 
information is shown in the financial statements or notes thereto.

Item 9.
Changes In and Disagreements with Accountants on Accounting and Financial 
Disclosure

Not applicable.

Report of Ernst & Young, Independent Auditors



To the Board of Directors and Shareholders
Quantum Corporation

We have audited the accompanying consolidated balance sheets of Quantum 
Corporation as of March 31, 1994 and 1993, and the related consolidated 
statements of income, shareholders' equity and cash flows for each of the three 
years in the period ended March 31, 1994.  Our audits also included the 
financial statement schedules listed in the Index at Item 14(a).  These 
financial statements and schedules are the responsibility of the Company's 
management.  Our responsibility is to express an opinion on these financial 
statements and schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material 
misstatement.  An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements.  An audit also includes 
assessing the accounting principles used and significant estimates made by 
management, as well as evaluating the overall financial statement presentation.  
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present 
fairly, in all material respects, the consolidated financial position of Quantum 
Corporation at March 31, 1994 and 1993, and the consolidated results of its 
operations and its cash flows for each of the three years in the period ended 
March 31, 1994, in conformity with generally accepted accounting principles.
Also, in our opinion, the related financial statement schedules, when considered 
in relation to the basic financial statements taken as a whole, present fairly 
in all material respects the information set forth therein.




Palo Alto, California
April 22, 1994

CONSOLIDATED STATEMENTS OF INCOME


	               Year ended March 31,
(In thousands except per share data)	      1994	     1993	     1992
Sales	$2,131,054	$1,697,240	$1,127,733
Cost of sales	 1,892,211	 1,374,422	   914,348
	238,843	322,818	213,385
Operating expenses:
  Research and development	89,837	63,019	59,255
  Sales and marketing	74,015	77,085	55,027
  General and administrative	41,910	    33,849	  23,852
  Restructuring and non-recurring charges	   22,753	         -	       -
	  228,515	   173,953	 138,134
Income from operations	10,328	148,865	75,251

Interest and other income	8,217	12,077	6,868
Interest expense	  (14,882)	   (14,363)	  (7,763)
Income before income taxes	3,663	146,579	74,356

Income tax provision	      989	    52,768	  27,511

Net income	$   2,674	$   93,811	$ 46,845

Net income per share:
  Primary	$     .06	$     2.05	$   1.05
  Fully diluted	$     .06	$     1.77	$   1.04

Common and common equivalent shares:
  Primary	   44,967	    45,728	  44,672
  Fully diluted	   44,967	    57,499	  45,106


See accompanying notes to consolidated financial statements.

CONSOLIDATED BALANCE SHEETS


	March 31,	March 31,
(In thousands except share and per share data)	     1994	     1993
Assets
  Current assets:
    Cash and cash equivalents	$217,531	$121,838
    Marketable securities	112,508	167,114
    Accounts receivable, net of allowance for
     doubtful accounts of $9,391 in 1994 and
      $8,118 in 1993	324,376	266,994
    Inventories	194,083	223,162
    Deferred taxes	32,821	37,479
    Other current assets	  14,365	    13,094
  Total current assets	895,684	829,681

  Property, plant and equipment, less
	  accumulated depreciation	85,874	74,698
  Investments	-	3,220
  Other assets	  15,880	    19,034

		$997,438	$926,633


Liabilities and Shareholders' Equity
  Current liabilities:
    Accounts payable	$267,189	$215,445
    Accrued warranty expense	55,617	42,410
    Accrued compensation	15,315	17,189
    Income taxes payable	-	19,026
    Other accrued liabilities	  35,545	    21,825
  Total current liabilities	373,666	315,895

  Subordinated debentures	212,500	212,500
  Commitments and contingencies (Notes 9 and 10)		

  Shareholders' equity:
    Preferred stock, $.01 par value; authorized:
	4,000,000 shares; issued: none in 1994 and
	1993	-	-
    Common stock, $.01 par value; authorized:
	150,000,000 shares; issued and outstanding:
	44,603,808 in 1994 and 43,321,588 in 1993	446	433
    Capital in excess of par value	124,084	99,616
    Retained earnings	 286,742	  298,189

  Total shareholders' equity	 411,272	 398,238

		$997,438	$926,633


See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	             Year ended March 31,
(In thousands)		    1994	     1993	     1992
Cash flows from operating activities:
  Net income	$  2,674	$   93,811	$ 46,845
  Adjustments to reconcile net income to
    net cash provided by (used in)
    operations:
      Depreciation and amortization	  29,340	   26,929	   28,126
      Write-off of goodwill	6,338	-	-
      Changes in assets and liabilities:
        Accounts receivable	(57,382)	(72,644)	(32,601)
        Inventories	29,079	(135,787)	14,334
        Accounts payable	51,744	44,099	(26,523)
        Accrued warranty expense	13,207	12,843	11,810
        Other assets and liabilities	  (3,710)	     658	   8,453

Net cash provided by (used in)
  operating activities	  71,290	 (30,091)	  50,444

Cash flows from investing activities:
  Purchase of marketable securities	(134,581)	(434,797)	(62,024)
  Proceeds from sale of marketable
    securities	192,407	351,228	-
  Investment in property and equipment	 (38,372)	 (36,055)	 (37,766)

Net cash provided by (used in)
  investing activities	  19,454	(119,624)	 (99,790)

Cash flows from financing activities:
  Repurchase of common stock	(17,479)	(19,868)	-
  Proceeds from issuance of common stock	22,428	10,095	9,111
  Net proceeds from issuance of
    convertible subordinated debentures	       -	   206,840	       -

Net cash provided by financing activities	   4,949	   197,067	   9,111

Increase (decrease) in cash and
  cash equivalents	95,693	47,352	(40,235)

Cash and cash equivalents at beginning
  of year	 121,838	    74,486	 114,721

Cash and cash equivalents at end of year	$217,531	$  121,838	$ 74,486

Supplemental disclosure of cash flow
  information:
    Cash paid during the year for:
      Interest	$13,707	$    7,939	$  7,559
      Income taxes	$18,100	$   59,738	$ 22,642

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


				Capital
		Common Stock		in excess	Retained
(In thousands)		Shares	Amount	of par value	Earnings	  Total

Balances at March 31, 1991	39,146	$ 391	$ 62,584   	$175,280
	$238,255

Shares repurchased from
  employees	(232)	(2)	(473)	(2,747)	(3,222)
Shares issued under employee
  stock option plans	3,530	35	8,686	-	8,721
Shares issued under employee
  stock purchase plan	449	5	3,607	-	3,612
Tax benefits related to stock
  option plans	-	-	14,178	-	14,178
Net income for year ended
  March 31, 1992	     -	   -	      -	  46,845	  46,845

Balances at March 31, 1992	42,893	429	88,582	219,378
	308,389

Shares repurchased in the open
  market	(1,500)	(15)	(5,211)	(14,642)	(19,868)
Shares repurchased from
  employees	(29)	-	(104)	(358)	(462)
Shares issued under employee
  stock option plans	1,449	14	5,784	-	5,798
Shares issued under employee
  stock purchase plan	509	5	4,754	-	4,759
Tax benefits related to stock
  option plans	-	-	5,811	-	5,811
Net income for year ended
  March 31, 1993	     -	  -	       -	  93,811	  93,811

Balances at March 31, 1993	43,322	433	99,616	298,189
	398,238

Shares repurchased in the open
  market	(1,500)	(15)	(3,494)	(13,970)	(17,479)
Shares repurchased from
  employees	(11)	-	(63)	(151)	(214)
Shares issued under employee
  stock option plans	2,058	21	15,581	-	15,602
Shares issued under employee
  stock purchase plan	735	7	6,251	-	6,258
Tax benefits related to stock
  option plans and other	-	-	6,193	-	6,193
Net income for year ended
  March 31, 1994	     -	   -	       -	   2,674	   2,674

Balances at March 31, 1994	44,604	$446	$124,084	$286,742
	$411,272

See accompanying notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Summary of significant accounting policies
The summary of significant accounting policies is presented to assist the reader 
in understanding and evaluating the consolidated financial statements.  These 
policies are in conformity with generally accepted accounting principles.  

Principles of consolidation: The accompanying consolidated financial statements 
include the accounts of Quantum Corporation and its subsidiaries.  All 
significant intercompany accounts and transactions have been eliminated.

Revenue recognition: Revenue from sales of products is recognized upon 
shipment 
to customers with provision made for estimated returns.

Foreign currency transactions and translation: A significant percentage of the 
Company's sales are made to customers in non-U.S. locations, and a significant 
percentage of the Company's products are manufactured by MKE in Japan.  
However, 
the majority of the Company's transactions are denominated in U.S. dollars.  
Accordingly, the application of SFAS No. 52, "Foreign Currency Transactions," to 
the Company's historical financial statements has not resulted in transaction or 
translation gains or losses which are material to the Company's consolidated 
financial statements for any year presented.  The effect of foreign
currency exchange rate fluctuations on cash flows was also not material for any 
year presented.

Net income per share: Net income per share is computed using the weighted 
average number of common and dilutive common equivalent shares outstanding.  
Net 
income per share in fiscal 1993 computed on a fully diluted basis, assumes 
conversion of the Company's outstanding 6 3/8% convertible subordinated 
debentures having a principal value of $212.5 million.  For fiscal 1994, the net 
income per share is the same for both primary and fully diluted, as the 
convertible subordinated debentures are anti-dilutive.

Cash equivalents and marketable securities: The Company has classified all cash 
and highly liquid investments with original maturities of three months or less 
at the date of acquisition as cash equivalents.  All other short-term 
investments have been classified as marketable securities and are stated at 
cost, which approximates fair value.  The carrying amount for the short-term 
investments approximates fair value due to the short-term maturity of these 
instruments.  The Company will adopt Statement of Financial Accounting 
Standards 
No. 115 (SFAS 115), "Accounting for Certain Investments in Debt and Equity 
Securities," effective April 1, 1994.  Had SFAS 115 been adopted for the March 
31, 1994 balance sheet, the impact on the Company's financial position would be 
immaterial.

Concentration of credit risk: The Company designs, manufactures and sells hard 
disk drives to desktop personal computer, workstation and notebook computer 
manufacturers and distributors throughout the world.  The Company performs 
ongoing credit evaluations of its customers' financial condition and generally 
requires no collateral from its customers. The Company maintains reserves for 
potential credit losses and such losses have historically been within 
management's expectations.

The Company invests its excess cash in deposits with major banks and in money 
market and short-term debt securities of companies with strong credit ratings 
from a variety of industries.  These securities mature within 365 days and, 
therefore, bear minimal risk.  The Company has not experienced any material 
losses on its investments. The Company, by Corporate policy, limits the amount 
of credit exposure to any one issuer and to any one type of investment.

Foreign exchange contracts: The Company enters into foreign exchange contracts 
to minimize the effects of exchange rate fluctuations on foreign cash flows 
which are converted into U.S. dollars.  Foreign exchange gains and losses from 
market rate changes on these contracts are recorded as offsets to the underlying 
transactions.  At March 31, 1994, the Company had foreign exchange contracts 
with maturities between April 8, 1994 and August 5, 1994 to sell 2.7 billion yen 
for $25.3 million.  The fair value of the yen underlying these instruments at 
March 31, 1994 totaled $26.3 million.

Inventories: Inventories are stated at the lower of cost or market.  Cost is 
determined on a first-in, first-out basis.

Property, plant and equipment: Property, plant and equipment are stated at cost 
and depreciated using the straight-line method over the estimated useful lives 
of the assets, which range from three to seven years.  Amortization of leasehold 
improvements is computed over the useful life of the improvements or the terms 
of their respective leases, whichever is shorter.

Goodwill: Goodwill and purchased intangibles of approximately $8 million are 
included in other assets at March 31, 1993 and represented the excess of cost 
over fair value of net assets acquired as a result of the acquisition of the 
minority interest in Plus Development Corporation (Plus) on December 22, 1987, 
and the acquisition of La Cie, Ltd., on November 19, 1990.  The unamortized 
balance of $6.4 million related to goodwill and purchased intangibles for Plus 
was written off during fiscal 1994 (see Note 7).  The goodwill and purchased 
intangibles relating to La Cie, Ltd. are being amortized using the straight-line 
method over a 10-year period.  

Warranty expense: The Company generally warrants its products against defect 
for 
a period of one to five years.  A provision for estimated future costs relating 
to warranty expense is recorded when products are shipped.

Note 2: Inventories
Inventories consisted of:
	 Year ended March 31,
(In thousands)			    1994	    1993
Materials and purchased parts		$ 27,841	$ 25,994
Work in process		14,729	14,517
Finished goods		 151,513	 182,651
		$194,083	$223,162

Note 3: Property, plant and equipment
Property, plant and equipment consisted of:
	Year ended March 31,
(In thousands)			   1994	    1993
Machinery and equipment		$ 81,800	$ 72,049
Furniture and fixtures		32,329	25,740
Leasehold improvements		  44,546	  34,351
		158,675	 132,140
Less accumulated depreciation and amortization		 (72,801)	 (57,442)
		$ 85,874	$ 74,698



Note 4: Credit agreements
The Company has a secured credit agreement expiring in August 1994, with 
certain 
banks totaling $85 million for the issuance of standby letters of credit.  The 
Company has pledged as collateral cash of $85 million related to this agreement.
This agreement requires the Company to maintain a specific financial covenant 
relating to tangible net worth and as of March 31, 1994, the Company was in 
compliance with this covenant.  

Note 5: Long-term debt
In April 1992, the Company issued $212.5 million of 6 3/8% convertible 
subordinated debentures.  Each debenture is convertible, at the option of the 
holder, into the Company's common stock at a conversion price of $18.15 per 
share.  The debentures are redeemable at the Company's option on or after April 
2, 1995, at prices ranging from 104.5% of the principal to 100% at maturity.  
The debentures are due April 1, 2002, and are subordinated to all existing and 
future senior indebtedness of the Company.

The estimated fair value at March 31, 1994, of the Company's subordinated 
debentures was $219 million, based on the quoted market price as of that date.

Note 6: Shareholders' equity
Stock Option Plans: The Company has Stock Option Plans (the "Plans") under 
which 
an aggregate of 6.3 million shares of common stock have been reserved for future 
issuance.  Options under the Plan are granted at prices determined by the Board 
of Directors, but at not less than the fair market value, and expire five to ten 
years from the date of grant.  Options generally vest ratably over one to four 
years.  At March 31, 1994, options with respect to 435,000 shares were available 
for grant.

A summary of transactions relating to outstanding stock options follows:

	                           Year ended March 31,
	                  1994	                  1993
(In thousands)		Options	Price	 Options	Price
Outstanding beginning of
  period	6,985	$  .82-16.00	5,968	$  .82-13.75
Granted	1,637	$ 9.50-12.00	3,201	$12.50-16.00
Canceled	(680)	$ 2.22-13.75	(735)	$  .82-16.00
Exercised	(2,028)	$  .82-13.75	(1,449)	$  .82-13.75
Outstanding end of period	5,914	$  .82-16.00	 6,985	$  .82-16.00

Exercisable end of period	1,887		 1,807

Stock Purchase Plan: The Company has an employee stock purchase plan (the 
"Purchase Plan") under which 4.3 million shares of common stock have been 
reserved for issuance.  The Purchase Plan is qualified under Section 423 of the 
Internal Revenue Code.

During fiscal 1994, 1993 and 1992, 735,000, 509,000 and 449,000 shares, 
respectively, were issued under this plan.

1993 Long-Term Incentive Plan: During fiscal 1994, shareholders approved the 
Company's 1993 Long-Term Incentive Plan which provides for the issuance of 
stock 
options, stock appreciation rights, stock purchase rights and long-term 
performance awards.  The plan has available and reserved for issuance 2,000,000 
shares and allows for an annual increase in the number of shares available for 
issuance, subject to a limitation.  As of March 31, 1994, only stock options had 
been granted under this plan.

A summary of transactions relating to the 1993 Long-Term Incentive Plan 
follows:

		Year ended March 31, 1994
(In thousands)				 Shares	Option Price
Outstanding beginning of
  period			-	$          -
Granted			1,045	$9.875-15.50
Canceled			(3)	$      9.875
Exercised			   (30)	$      9.875
Outstanding end of period			 1,012	$9.875-15.50

Exercisable end of period			   170

Shareholder Rights Plan: The Company has a shareholder rights plan (the 
"Rights 
Plan") which provides existing shareholders with the right to purchase 1/100 
preferred share for each common share held in the event of certain changes in 
the Company's ownership.  The Rights Plan may serve as a deterrent to takeover 
tactics which are not in the best interests of shareholders.

Note 7: Restructuring and non-recurring expenses
During fiscal 1994, the Company recorded $22.8 million in restructuring and non-
recurring charges to operations.  The charges were primarily related to the 
write-off of goodwill associated with its former subsidiary, Plus Development, 
the Company's reduction in force, accelerated product transitions, and the 
consolidation of sales offices and other facilities, including the costs 
associated with the consolidation of repair facilities into a single location in 
Malaysia.

Note 8: Income taxes
The provision for income taxes computed under Statement of Financial 
Accounting 
Standards No. 109 (SFAS 109), "Accounting for Income Taxes," consists of the 
following:

	             Year ended March 31,
(In thousands)		    1994	     1993	     1992
Federal: current	$(10,396)	$ 48,637	$ 28,466
         deferred	   4,805	 (12,725)	  (7,500)
	  (5,591)	  35,912	  20,966
State: current	3,965	11,066	5,874
       deferred	  (3,219)	  (2,255)	       -
	     746	   8,811	   5,874
Foreign: current	1,244	7,915	671
         deferred	   4,590	     130	       -
	   5,834	   8,045	     671
	$    989	$ 52,768	$ 27,511

The tax benefits associated with nonqualified stock options, disqualifying 
dispositions of stock options, or employee stock purchase plan shares, as shown 
above, are $5.4 million, $5.8 million and $14.2 million in fiscal 1994, 1993 and 
1992, respectively.  Such benefits are credited to capital in excess of par 
value when realized.


The Company's provision for income taxes differs from the amount computed by 
applying the Federal statutory rates of 35% for 1994 and 34% for 1993 and 1992 
to income before income taxes for the following reasons:

	              Year ended March 31,
(In thousands) 		     1994	     1993	     1992

Tax at Federal statutory rate	$ 1,282	$49,837	$25,281
State income tax, net of
  Federal benefit	485	5,815	3,877
Amortization and write-off of goodwill	2,386	299	299
Foreign earnings taxed at different
  rates	(3,007)	(517)	58
Research and development
  credit	-	-	(1,531)
Other 	   (157)	 (2,666)	   (473)

	$   989	$52,768	$27,511

Effective tax rate	27%	36%	37%

Deferred income taxes reflect the net tax effects of temporary differences 
between the carrying amounts of assets and liabilities for financial reporting 
purposes and the amounts used for income tax purposes.  Significant components 
of deferred tax assets and liabilities are as follows:

	  Year ended March 31,
(In thousands)			     1994	     1993
Deferred tax assets
  Inventory valuation methods	$ 18,221	$ 10,995
  Accrued warranty expense	13,627	16,159
  Allowance for doubtful accounts	3,218	2,993
  Distribution reserves	1,402	4,130
  Capital equipment reserve	136	271
  Depreciation methods	4,730	1,728
  Foreign tax on unremitted foreign earnings
    net of related U.S. tax liability	-	3,066
  Other accruals and reserves not currently
    deductible for tax purposes	   3,318	   2,369
Deferred tax liabilities	44,652	41,711
  Tax on unremitted foreign earnings
    net of foreign tax credits and
    foreign deferred taxes 	 (8,454)	-
  Other	  (3,240)	  (2,577)

	$ 32,958	$ 39,134

Management has concluded that no valuation allowance in any year is required 
based on its assessment that current levels of taxable income will be sufficient 
to realize the tax benefit.

Pretax income from foreign operations was $49.2 million, 	$14.8 million and 
$923,000 for the years ended March 31, 1994, 1993 and 1992, respectively.  U.S. 
taxes have not been provided for unremitted foreign earnings of $15.7 million.  
The residual U.S. tax liability if such amounts were remitted would be 
approximately $3,925,000.

Note 9: Litigation
On February 26, 1993, Quantum commenced a declaratory judgment lawsuit 
against 
Rodime PLC of Glasgow, Scotland, in the U.S. District Court for the District of 
Minnesota.  Minnesota is the site of Rodime's only U.S. office.  Rodime has 
counterclaimed by asserting that certain Quantum 3.5-inch hard disk drive 
products infringe its U.S. Patent No. 4,638,383 and is seeking royalty payments 
under that patent.  That patent purports to cover hard disk drives using 3.5-
inch disks and specifies an architecture including attributes such as a head 
positioning mechanism consisting of a rotary actuator moved by an open loop 
stepper motor.  Quantum's complaint alleges that the Rodime patent is invalid 
and unenforceable, and that it has not been infringed by Quantum.  On April 11, 
1994, the United States District Court entered a summary judgment in 
Quantum's 
favor, ruling that claims 4, 6, 7, 9, 14 and 19-27 of the Rodime patent are 
invalid because they were impermissibly broadened during earlier patent 
reexamination proceedings conducted by the U.S. Patent and Trademark Office.  
Quantum believes that this ruling, if upheld on appeal, is fully dispositive of 
its dispute with Rodime.  Due to the inherent uncertainties of litigation, there 
can be no assurance that such ruling will be affirmed.  The Company is also 
subject to other legal proceedings and claims which arise in the ordinary course 
of its business.  

In the opinion of management, the amount of ultimate liability, if any, with 
respect to these actions will not materially affect the financial position or 
results of operations of the Company.

On March 26, 1993, Harry Aine, an individual, filed a complaint with the United 
States International Trade Commission seeking an importation exclusion order 
against hard disks which he alleged infringed his U.S. Reissue Patent No. 32,464 
relating to sputtered carbon coated computer disks.  Quantum was named as a 
respondent, along with certain other disk drive makers and disk manufacturers 
and suppliers.  Quantum believed that the Aine patent was invalid and 
unenforceable and was not infringed by Quantum.  Quantum asked its disk 
vendors 
to participate actively in defending the proceedings before the International 
Trade Commission, and to indemnify Quantum with regard to disk components 
they 
supply to Quantum.  The dispute was settled by agreement during fiscal 1994 on 
immaterial terms, and Quantum is awaiting receipt of a formal dismissal of the 
ITC investigation.

Note 10: Commitments
The Company leases its present facilities under non-cancelable operating lease 
agreements for periods of up to 15 years with various expiration dates through 
2006.  Some of the leases have renewal options ranging from one to ten years and 
contain provisions for maintenance, taxes or insurance.

Rent expense was $12.1 million, $8.3 million and $7.9 million for the years 
ended March 31, 1994, 1993 and 1992, respectively.

Future minimum lease payments under operating leases are as follows:

Year ended March 31,		(In thousands)
1995	$ 11,282
1996	10,764
1997	8,992
1998	8,202
1999	8,355
Thereafter	  68,284
Total future minimum lease payments	$115,879

Note 11: Business segment and foreign operations
The Company is engaged in a single business segment consisting of the design, 
manufacture and marketing of hard disk drives based on Winchester technology.  
The Company is a leading supplier of small-form-factor hard disk drives for 
desktop personal computers, workstations and notebook computers, providing a 
broad range of 3.5-inch and 2.5-inch hard disk drives with capacities ranging 
from 80 megabytes to 2.1 gigabytes.  The Company also designs and markets 
storage enhancement products that upgrade the capacity of existing desktop 
personal computer systems.

During fiscal 1994, the Company began operations in its European headquarters.
Prior to fiscal 1994, export sales from domestic operations accounted for a 
significant portion of the Company's sales.  Following is a table that 
summarizes U.S. export sales to certain geographic areas for each of the three 
years ended March 31:

(In thousands)		     1994	    1993	    1992
Europe	$140,000	$408,000	$344,000
Asia-Pacific	59,000	322,000	220,000
Other	  21,000	  91,000	  27,000
	$220,000	$821,000	$591,000

Geographic information at March 31, 1994 and for the year ended March 31, 1994 
is presented in the table below.  Transfers between geographic areas are 
accounted for at amounts which are generally above cost and are eliminated in 
the consolidated financial statements.  Identifiable assets are those assets 
that can be directly associated with a particular geographic location.  
Operating income (loss) by geographic segment does not include an allocation of 
general corporate expenses.

	        Geographic Area
				Rest	
(In millions)		U.S.	Europe	of World	Eliminations	  Total

Revenue from unaffiliated
  customers	$1,218	$  837	$   76	$     -	$2,131
Transfers between geographic
  locations	   261	    77	     -	   (338)	     -
Total net sales	$1,479	$  914	$   76	$  (338)	$2,131
Operating income (loss)	$ (106)	$  120	$   (4)	$     -	$   10
Identifiable assets	$  692	$  252	$   53	$     -	$  997

Foreign operations in prior years were not material.

One major customer accounted for 22%, 20% and 25% of consolidated sales in 
1994, 
1993 and 1992, respectively.  In addition, another customer accounted for 10% of 
consolidated sales in 1994 and less than 10% in 1993 and 1992.

Note 12: Unaudited quarterly consolidated financial data

(In thousands except	                                         Fiscal 1994
  per share data)   		1st Quarter	2nd Quarter	3rd Quarter	4th 
Quarter
Sales	$479,112  	$493,955	$523,021	$634,966
Gross profit	58,494	10,533	56,822	112,994
Net income (loss)	3,373	(45,340)	6,139	38,502
Net income (loss) per share
  Primary	.08	(1.02)	.14	.83
  Fully diluted	.08	(1.02)	.14	.70


(In thousands except	                                         Fiscal 1993
  per share data)   		1st Quarter	2nd Quarter	3rd Quarter	4th 
Quarter
Sales	$368,549  	$362,806	$459,315	$506,570
Gross profit	74,365	66,343	89,689	92,421
Net income	21,492	18,040	28,011	26,268
Net income per share
  Primary	.47	.39	.62	.58
  Fully diluted	.41	.35	.52	.50


Item 9.
Changes In and Disagreements with Accountants on Accounting and Financial 
Disclosure

Not applicable.


Part III
Item 10.
Directors and Executive Officers of the Registrant
The information required by this item is incorporated by reference to Part I, 
Item 1 of this document and to the Company's Proxy Statement.


Item 11.
Executive Compensation
The information required by this item is incorporated by reference to the 
Company's Proxy Statement.


Item 12.
Security Ownership of Certain Beneficial Owners and Management
The information required by this item is incorporated by reference to the 
Company's Proxy Statement.


Item 13.
Certain Relationships and Related Transactions
The information required by  this item is incorporated by reference to the 
Company's Proxy Statement.


With the exception of the information incorporated in Items 10, 11, 12 and 13 of 
this Form 10-K Annual Report, the Company's definitive Proxy Statement for its 
1994 Annual Meeting of Stockholders is not deemed "filed" as part of this Form 
10-K Annual Report.

PART IV

Item 14.
Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)	The following documents are filed as a part of this Report:

1.	Financial Statements and Financial Statement Schedules - See Index to 
Consolidated Financial Statements at Item 8 on page    of this report.

2.	Exhibits

		Sequentially
Exhibit		Numbered
Number   		        Page

3.1(a) (2)	Certificate of Incorporation of Registrant
	
3.1(b) (11)	Certificate of Amendment of Certificate of 
Incorporation of Registrant
	
3.2 (11)	By-laws of Registrant, as amended
	
4.1 (10)	Indenture between Registrant and LaSalle National 
Bank, Trustee, covering $212.5 million of 6 3/8% 
Convertible Subordinated Debentures due 2002 
(including form of Debenture)

4.2 (16)	Shareholder Rights Plan

10.7 (2)	Registrant's 1984 Incentive Stock Option Plan and 
Agreement
	
10.8 (4)	Registrant's 1986 Stock Option Plan and 
Agreement, as amended
	
10.9 (5)	Registrant's Employee Stock Purchase Plan and 
form of Subscription Agreement, as amended
	
10.10 (1)	Form of Indemnification Agreement between 
Registrant and Certain Officers and Directors
	
10.11 (12)	Agreement between Registrant and MKE

10.12 (3) (6)	Purchase Agreement between Registrant and MKE
	
10.13 (7)	Lease (dated October 13, 1989) between Registrant 
and John Arrillaga and Richard T. Perry, Separate 
Property Trusts
	
10.14 (8)	Lease (dated September 17, 1990) between 
Registrant and John Arrillaga and Richard T. 
Perry, Separate Property Trusts
	
10.15 (11)	Lease (dated April 10, 1992) between Registrant 
and John Arrillaga and Richard T. Perry, Separate 
Property Trusts
	
10.16 (11)	Loan agreement dated March 30, 1992, between 
Registrant and William F. Roach
	
10.17 (9)	Form of Statement of Employment Terms executed by 
Stephen M. Berkley, David A. Brown and William J. 
Miller, directors of Registrant, and Joseph T. 
Rodgers, William F. Roach and Michael A. Brown, 
executive officers of Registrant
	
10.18 (12)	Lease (dated November 13, 1992) and First 
Amendment to Lease (dated November 17, 1992) 
between Registrant and Milpitas Realty Delaware, 
Inc.
	
10.19 (3)(13)	Credit Agreement dated August 18, 1992, among 
Registrant, Bank of America NT&SA as agents and 
other financial institutions party hereto
	
10.20 (14)	Third Amendment to the Purchase Agreement between 
Registrant and MKE dated December 31, 1992

10.21 (15)	1993 Long-Term Incentive Plan

10.22 		Amendment dated August 18, 1993 to Credit 
Agreement (dated August 18, 1992), among 
Registrant, Bank of America NT&SA as agents and 
other financial institutions party hereto

10.23		Second Amendment (dated April 15, 1993) to Lease 
(dated November 13, 1992) between Registrant and 
Milpitas Realty Delaware, Inc.

10.24		Lease (dated April 14, 1993) between Registrant 
and Milpitas Realty Delaware, Inc.

11	Statement of Computation of Earnings Per Share

12	Statement of Computation of Ratios of Earnings to 
Fixed Charges
	
21	Subsidiaries of Registrant
	
23	Consent of Ernst & Young, Independent Auditors

24	Power of Attorney.  See page 35.
	

(1)	Incorporated by reference to the Registrant's Definitive Special 
Meeting Proxy Statement filed with the Securities and Exchange 
Commission on March 24, 1987.

(2)	Incorporated by reference from Annual Report on Form 10-K for 
Registrant's fiscal year ended March 31, 1987.

(3)	Confidential Treatment Requested.  Granted by the Securities and 
Exchange Commission.

(4)	Incorporated by reference from exhibits filed with Registrant's Form 
S-8, No. 33-52190 filed with the Securities and Exchange Commission 
on September 21, 1992.

(5)	Incorporated by reference from exhibits filed with Registrant's Form 
S-8, No. 33-52192 filed with the Securities and Exchange Commission 
on September 21, 1992.

(6)	Incorporated by reference from Annual Report on Form 10-K for 
Registrant's fiscal year ended March 31, 1988.

(7)	Incorporated by reference from exhibits filed with Registrant's Form 
10-Q for the quarterly period ended December 31, 1989, filed with the 
Securities and Exchange Commission on February 14, 1990.

(8)	Incorporated by reference from exhibits filed with Registrant's Form 
10-Q for the quarterly period ended December 30, 1990, filed with the 
Securities and Exchange Commission on February 13, 1991.

(9)	Incorporated by reference to the Registrant's Amendment No. 1 to Form 
10-Q for the quarter ended June 30, 1991.

(10)	Incorporated by reference from Registration Statement No. 33-46387 on 
Form S-3.

(11)	Incorporated by reference from exhibits filed with Registrant's 
Annual Report on Form 10-K for fiscal year ended March 31, 1992.

(12)	Incorporated by reference from exhibits filed with Registrant's Form 
10-Q for the quarterly period ended December 27, 1989, filed with the 
Securities and Exchange Commission on February 10, 1993.

(13)	Incorporated by reference from exhibits filed with Registrant's Form 
10-Q for the quarterly period ended September 27, 1992, filed with 
the Securities and Exchange Commission on November 10, 1992.

(14)	Incorporated by reference from Annual Report on Form 10-K for 
Registrant's fiscal year ended March 31, 1993.

(15)	Incorporated by reference from Registration Statement No. 33-72222 on 
Form S-8 filed with the Securities and Exchange Commission on 
November 30, 1993.

(16)	Incorporated by reference from Form 8-A filed with the Securities and 
Exchange Commission on August 5, 1988.

(b)	Reports on Form 8-K
	None.

(c)	Exhibits
	See Item 14(a) above.

(d)	Financial Statement Schedules
	See Item 14(a) above.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange 
Act of 1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned, thereunto duly authorized.

QUANTUM CORPORATION

Dated:  June 1, 1994			
Joseph T. Rodgers
Executive Vice President, Finance
Chief Financial Officer
and Secretary

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears 
below constitutes and appoints William J. Miller and Joseph T. Rodgers, jointly 
and severally, his attorneys-in-fact, each with the power of substitution, for 
him in any and all capacities, to sign any amendments to this Report on Form 10-
K, and to file the same, with exhibits thereto and other documents in connection 
therewith, with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said attorneys-in-fact, or his substitute or 
substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report 
has been signed below by the following persons in the capacities and on June 1, 
1994.

Signature                  	                   Title	 

                           	Chairman of the Board and Chief Executive
(William J. Miller)	Officer (principal executive officer)


                           	Executive Vice President, Finance, Chief
(Joseph T. Rodgers)	Financial Officer and Secretary (principal
	financial and accounting officer)


                           	Director
(Stephen M. Berkley)


                           	Director
(David A. Brown)


                           	Director
(Robert J. Casale)


                           	Director
(Edward M. Esber, Jr.)


                           	Directorfiler
(Steven C. Wheelwright)

SCHEDULE I
MARKETABLE SECURITIES AND INVESTMENTS


Marketable Securities:
	     March 31, 1994
				Value on
			Market	Balance
Type of security (In thousands)	Principal	    Cost	   Value	Sheet

Ford Motor Credit MTN	$  2,000	$  2,090	$  2,098	$  2,033
TransAmerica Finance MTN	1,700	1,766	1,776	1,743
New Zealand Govt Notes	3,000	3,102	3,115	3,064
Key Corp MTN	5,000	5,204	5,333	5,187
US Government Notes	5,650	5,727	5,745	5,665
Dillard Dept Stores Inc CP	1,000	1,069	1,076	1,046
Hydro Quebec MTN	1,000	1,067	1,073	1,046
Bank of America: 140-day
  Eurodollar CD	36,825	36,825	36,825	36,825
ABN-AMRO Bank: 140-day
  Eurodollar CD	26,332	26,332	26,332	26,332
CIBC: 140-day Eurodollar CD	26,347	26,347	26,347	26,347
Puerto Rico Bonds	   3,220	   3,304	   3,249	   3,220

	$112,074	$112,833	$112,969	$112,508




SCHEDULE VIII
VALUATION AND QUALIFYING ACCOUNTS


	Balance at	Additions		Balance at
Classification	beginning of	charged to		end of
(In thousands)          	      period	   expense	Write-offs	    period

Allowance for doubtful
  accounts year ended:
    March 31, 1994	$8,118	$6,296	$(5,023)	$9,391
    March 31, 1993	6,474	4,724	(3,080)	8,118
    March 31, 1992	5,397	3,595	(2,518)	6,474

EX-11

Exhibit 11

STATEMENT OF COMPUTATION OF EARNINGS PER SHARE


	             Year ended March 31,
(In thousands except per share data)	    1994	     1993	     1992
Primary
Weighted average number of common
  shares outstanding	43,341	43,038	41,139
Incremental common shares attributable
  to outstanding options	  1,626	   2,690	  3,533
Total shares	 44,967	  45,728	 44,672
Net income	$ 2,674	$ 93,811	$46,845
Net income per share	$   .06	$   2.05	$  1.05


Fully Diluted
Weighted average number of common
  shares outstanding	43,341	43,038	41,139
Incremental common shares attributable to:
  Outstanding options	1,759	2,753	3,967
  6 3/8% convertible subordinated
    debentures	 11,708	  11,708	      -
Total shares	 56,808	  57,499	 45,106
Net income:
  Net income	$ 2,674	$ 93,811	$46,845
  Add interest on convertible subordinated
    debentures, net of tax	  8,128	   8,127	      -
  Adjusted net income	$10,802	$101,938	$46,845
Net income per share	$   .19	*	$   1.77	$  1.04



*  The primary net income per share is shown in the statements of income
   for both primary and fully diluted, as the effect of the assumed conversion
   of the subordinated debentures is anti-dilutive.

EX-12

Exhibit 12

STATEMENT SETTING FORTH THE COMPUTATION OF RATIOS
OF EARNINGS TO FIXED CHARGES


		Years Ended March 31,
(In thousands)	1994	1993	1992	1991	1990

Income before income taxes	$ 3,663	$146,579	$74,356	$115,959	$72,069
Add fixed charges	 19,483	  17,711	 10,409	   6,409	  2,722
  Earnings (as defined)	$23,146	$164,290	$84,765	$122,368	$74,791

Fixed charges
  Interest expense	$14,882	$ 14,363	$ 7,763	$  5,205	$ 1,820
  Amortization of debt
    issuance costs	577	586	-	-	-
  Estimated interest
    component of rent
    expenses	  4,024	   2,762	  2,646	   1,204	    902
    Total fixed charges	$19,483	$ 17,711	$10,409	$  6,409	$ 2,722

Ratio of earnings to fixed
  charges		    1.2	     9.3	    8.1	    19.1	   27.5

EX-21

Exhibit 21

SUBSIDIARIES OF REGISTRANT


1.	Quantum International, Inc., a California corporation.

2.	Quantum International DISC Inc., a California corporation.

3.	Quantum Foreign Sales Corporation, a Barbados corporation.

4.	Quantum GmbH, a German corporation.

5.	Quantum Peripheral Products, Ltd., a United Kingdom corporation.

6.	Quantum France SARL, a French corporation.

7.	Quantum Asia Pacific Pte., Ltd., a Singapore corporation.

8.	La Cie, Ltd., an Oregon corporation.

9.	Quantum Japan Corporation, a Japanese corporation.

10.	Quantum Data Storage B.V., a Netherlands corporation.

11.	Quantum Peripheral Products (Ireland), Ltd., an Ireland corporation.

12.	Quantum Peripherals (Europe) S.A., a Swiss corporation.

13.	Quantum Singapore Pte. Ltd., a Singapore corporation.

14.	Quantum Korea Corporation, a Korean corporation.

15.	Quantum Hong Kong, Ltd., a Hong Kong corporation.

16.	Quantum Peripherals (Malaysia) Sdn. Bhd., a Malaysian corporation.

EX-23

Exhibit 23

CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS





We consent to the incorporation by reference in the Prospectus constituting 
part of the Post-Effective Amendment on Form S-8 to the Registration 
Statement on Form S-1 (No. 2-81255) pertaining to the 1981 Incentive Stock 
Option Plan and Employee Stock Purchase Plan, in the Prospectus constituting 
part of the Registration Statement on Form S-8 (No. 2-94170) pertaining to 
the 1984 Stock Option Plan, in the Prospectus constituting part of the 
Registration Statement on Form S-8 (No. 33-1412) pertaining to the Plus 
Development 1987 Stock Option Plan of Quantum Corporation, in the Prospectus 
constituting part of the Registration Statement on Form S-8 (No. 33-52192) 
pertaining to the Employee Stock Purchase Plan and in the Prospectus 
constituting part of the Registration Statement on Form S-8 (No. 33-72222) 
pertaining to the 1993 Long-Term Incentive Plan, of our report dated April 
22, 1994, with respect to the consolidated financial statements and schedules 
of Quantum Corporation included in the Annual Report on Form 10-K for the 
year ended March 31, 1994.



Ernst & Young
Palo Alto, California
June 1, 1994

EX-10

EXHIBIT 10.22
AMENDMENT TO CREDIT AGREEMENT


THIS AMENDMENT TO CREDIT AGREEMENT (the "Amendment") is entered into as 
of August l8 , 1993, among QUANTUM CORPORATION , a Delaware corporation 
(the "Company"), the several financial institutions party to the 
Agreement (collectively, the "Banks," and individually, a "Bank" 3, and 
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent for the 
Banks (in such capacity, the "Agent") .

RECITALS

	A.	The Company, Banks, and Agent are parties to a Credit 
Agreement dated as of August 18, 1992 (the "Agreement") pursuant to 
which the Agent and the Banks have extended certain credit facilities to 
the Company.

	B.	The Company has requested that the Banks extend the 
Termination Date and agree to certain other amendments of the Agreement 
.

	C .	The Banks are willing to amend the Agreement, subject to the 
terms and conditions of this Amendment.

	NOW, THEREFORE, for valuable consideration, the receipt and 
adequacy of which are hereby acknowledged, the parties hereto hereby 
agree as follows:

	1.	Defined Terms. Unless otherwise defined herein, capitalized 
terms used herein shall have the meanings, if any, assigned to them in 
the Agreement.

	2.	Amendments to Agreement.

		(a)	Section 1.01 of the Agreement shall be amended at the 
defined term "Termination Date" by deleting it in its entirety and 
restating it as follows:

		"Termination Date" means the earliest to occur of: (a) 
August 18, 1994; and (b) the date on which the Commitments shall 
terminate in accordance with the provisions of this Agreement."

		(b) Section 7.02 shall be amended by adding the following 
after the word "quarter" at the end thereof:

		"provided, however, that for purposes of this Section 7.02 
only, any decrease in its Consolidated Tangible Net Worth during any 
given fiscal quarter from Consolidated Tangible Net Worth at the end of 
its previous fiscal quarter attributable solely to the purchase for cash 
by the Company of its capital stock (but only to the extent that such 
purchases do not exceed one hundred million dollars ($100,000,000) in 
the aggregate from and after July 1, 1993) shall not be deemed to be a 
decrease in Consolidated Tangible Net Worth"

	3.	Representations and Warranties. The Company hereby 
represents and warrants to the Agent and the Banks as follows:

		(a)	No Default or Event of Default has occurred and is 
continuing.

		(b)	The execution, delivery and performance by the Company 
of this Amendment have been duly authorized by all necessary corporate 
and other action and do not and will not require any registration with, 
consent or approval of, notice to or action by, any Person (including 
any Governmental Authority) in order to be effective and enforceable. 
The Agreement as amended by this Amendment constitutes the legal, valid 
and binding obligations of the Company, enforceable against it in 
accordance with its respective terms, without defense, counterclaim or 
offset.

		(c)	All representations and warranties of the Company 
contained in the Agreement are true and correct.

		(d)	The Company is entering into this Amendment on the 
basis of its own investigation and for its own reasons, without reliance 
upon the Agent and the Banks or any other person.

	4.	Effective Date. This Amendment will become effective as of 
August 18, 1993 (the "Effective Date"), Provided that each of the 
following conditions precedent has been satisfied:

		(a)	The Agent has received from the Company and each of 
the Banks a duly executed original of this Amendment.

		(b)	The Agent has received from the Company a copy of a 
resolution passed by-the board of directors of such corporation, 
certified by the Secretary or an Assistant Secretary of such corporation 
as being in full force and effect on the date hereof, authorizing the 
execution, delivery and performance of this Amendment.

	5.	Miscellaneous.

		(a)	Except as herein expressly amended, all terms, 
covenants and provisions of the Agreement and the Collateral Documents 
are and shall remain in full force and effect and all references therein 
to such Agreement shall henceforth refer to the Agreement as amended by 
this Amendment. This Amendment shall be deemed incorporated into, and a 
part of, the Agreement.

		(b)	This Amendment shall be binding upon and inure to the 
benefit of the parties hereto and thereto and their respective 
successors and assigns. No third party beneficiaries are intended in 
connection with this Amendment.

		(c)	This Amendment shall be governed by and construed in 
accordance with the law of the State of California; provided that the 
Agent and the Banks shall retain all rights arising under Federal law.

		(d)	This Amendment may be executed in any number of 
counterparts, each of which shall be deemed an original, but all such 
counterparts together shall constitute but one and the same instrument.

		(e)	This Amendment, together with the Agreement and the 
other Documents, contains the entire and exclusive agreement of the 
parties hereto with reference to the matters discussed herein and 
therein. This Amendment supersedes all prior drafts and communications 
with respect thereto. This Amendment may not be amended except in 
accordance with the provisions of Section 10.01 of the Agreement.

		(f)	If any term or provision of this Amendment shall be 
deemed prohibited by or invalid under any applicable law, such provision 
shall be invalidated without affecting the remaining provisions of this 
Amendment or the Agreement, respectively.

		(g)	Company covenants to pay to or reimburse the Agent and 
the Banks, upon demand, for all costs and expenses (including allocated 
costs of in-house counsel) incurred in connection with the development, 
preparation, negotiation, execution and delivery of this Amendment.

		IN WITNESS WHEREOF, the parties hereto have executed and 
delivered this Amendment as of the date first above written.

QUANTUM CORPORATION
By:		Joseph T. Rodgers
Title:	Executive Vice President, Finance, & Secretary

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Agent
By:	
Title:	Vice President

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as a Bank

By:
Title:	Vice President

ABN AMRO BANK N.V.
By:		Jeffrey A. French
Title:	Vice President

By:		Robert N. Hartinger
Title:	Vice President

EX-10

EXHIBIT 10.23
AMENDMENT NO. 2 TO LEASE

THIS AMENDMENT NO. 2 TO LEASE, dated April 15, 1993, is entered into by 
and between MILPITAS REALTY DELAWARE, INC., a Delaware corporation 
("Landlord") and QUANTUM CORPORATION, a Delaware corporation ("Tenant").

	A.	Landlord and Tenant have entered into that certain Multi-
Tenant Net Lease Agreement dated November 13, 1992 (the "Lease") for 
certain premises located 501 Sycamore Drive, Milpitas, California, 
located in the property commonly known as Sycamore Business Park in the 
city of Milpitas, California. All capitalized terms not otherwise 
defined herein shall have the meanings set forth in the Lease.

	B.	The Lease was subsequently modified by an Amendment No. 1 
dated November 17, 1992. The initial Lease as so modified is hereinafter 
referred to as the "Lease".

	C.	Landlord and Tenant desire to amend the Lease to modify the 
term, rent, operating expenses and the options to extend the Lease, all 
on the terms and conditions set forth below.

	NOW, THEREFORE, Landlord and Tenant hereby agree as follows:

	1.	Sub-paragraphs 3.1 and 3.2 of the Lease shall be deleted and 
replaced by the following:

"3.1	The term of this Lease shall be a period of thirty-two (32) 
months, commencing on December 1, 1992 and terminating on July 31, 
1995, unless sooner terminated as provided herein.

3.2 Tenant agrees that if landlord, for any reason whatsoever, is 
unable to deliver possession of the Premises on the commencement 
date, Landlord shall not be liable to Tenant for any loss or 
damage therefrom, nor shall this Lease be void or voidable; but in 
such event the commencement date shall be postponed until the date 
when Landlord can deliver possession and the expiration of the 
Lease term shall be thirty (30) months after such commencement 
date. No delay in delivery of possession shall operate to extend 
the term hereof or the date for adjustment of rental or exercise 
of any option set forth herein."

	2.	Sub-paragraph 4.1 of the Lease shall be deleted and replaced 
by the following:

"4.1 Tenant shall pay in lawful money of the United States to 
Landlord, for each month of the term of this Lease, "Base Monthly 
Rent" as follows:

(i) The minimum Base Monthly Rent from month one to month nine of 
the lease term will be seventeen thousand nine hundred dollars 
($17,900.00) based on a minimum occupancy of 35,800 square feet. 
During the first nine months of the lease term any occupied space 
in excess of 35,800 square feet will increase the minimum Base 
Monthly Rent at the rate of $0.50 per square foot occupied per 
month payable on the first day of each calendar month without 
abatement, deduction, offset, prior notice or demand.

(ii) The minimum Base Monthly Rent from month ten to month 
eighteen of the lease term will be thirty five thousand eight 
hundred dollars ($35,800.00) based on full occupancy of 71,600 
square feet.

(iii) The minimum Base Monthly Rent from month nineteen to month 
thirty-two of the lease term will be thirty-nine thousand three 
hundred eighty dollars ($39,380.00) based on full occupancy of 
71,600 square feet.

First month's advanced rental for the first month's rent under the 
Lease shall be due upon execution of this Lease. If the 
commencement date is not the first (1st) day of a month, or if the 
termination date is not the last day of a month, a prorated 
monthly installment based on a thirty (30) day month shall be paid 
at the then current rate for the fractional month during which the 
Lease commences or terminates."

	3.	Sub-paragraph 10.5 of the Lease shall be deleted.

	4.	Paragraph 35 of the Lease shall be deleted in its entirety 
and replaced by the following:

"35. Option to extend lease

35.1	At the expiration of the initial term, and if Tenant 
is not in default of any of the terms and conditions of this 
Lease, Tenant shall have one option (the "First Option") to extend 
this Lease for an additional twelve (12) month term (from August 
1, 1995 to July 31, 1996) (the "First Extended Term") for the 
Premises. Base Monthly Rent for the First Extended Term shall be 
thirty-nine thousand three hundred eighty dollars ($39,380.00).  
Such option will require at least four (4) months advance written 
notice, and must be exercised no earlier than February 1, 1995 nor 
later than April 1, 1995.

35.2	At the expiration of the First Extended Term, and if 
Tenant is not in default of any of the terms and conditions of 
this Lease, Tenant shall have one option (the "Second Option") to 
extend this Lease for an additional twenty-four (24) month term 
(from August 1, 1996 to July 31, 1998) (the "Second Extended 
Term") for the Premises.  Base Monthly Rent for the Second 
Extended Term shall be forty-two thousand two hundred forty-four 
dollars ($42,244.00).  Such option will require at least four (4) 
months advance written notice, and must be exercised no earlier 
than February 1, 1996 nor later than April 1, 1996.

35.3	At the expiration of the Second Extended Term, and if 
Tenant is not in default of any of the terms and conditions of 
this Lease, Tenant shall have one option (the "Third Option") to 
extend this Lease for an additional twenty-four (24) month term 
(from August 1, 1998 to July 31, 2000) (the "Third Extended Term") 
for the Premises.  Base Monthly Rent for the Second Extended Term 
shall be at 95% of fair market net rental value as defined below, 
but no less than the Base Monthly Rental in the last month of the 
Second Extended Term.  Such option will require at least four (4) 
months advance written notice, and must be exercised no earlier 
than February 1, 1998 nor later than April 1, 1998.  Landlord and 
Tenant shall meet, negotiate and attempt to agree upon the fair 
market net rental value for the Premises for the Third Extended 
Term.  If Landlord and Tenant have not agreed in writing on such 
fair market net rental value within thirty (30) days after 
Landlord's receipt of Tenant's written notice of exercise of the 
Third Option, then upon written notice of either party to the 
other requesting determination of such fair market net rental 
value by real estate brokers, such fair market net rental value 
shall be determined by real estate brokers in accordance with the 
terms of subparagraph 35.3.1 below.

35.3.1	Each party shall select (and pay the fees of) a 
disinterested real estate broker with at least five (5) years of 
commercial real estate experience in Santa Clara County. Each 
party shall, within ten (10) days after the notice of request for 
the determination of fair market net rental value by brokers, 
notify the other party of the name and address of the real estate 
broker selected by such party.  If either Landlord or Tenant shall 
fail timely to so select a broker, the selected broker shall 
select the second broker (subject to the above selection criteria) 
within ten (10) days after the failure of Landlord or Tenant, as 
the case may be, to so select.  The two brokers selected shall 
attempt to determine the fair market net rental value of the 
Premises.  The term "fair market net rental value" as used in this 
Lease shall mean the rental rate per square foot prevailing at the 
commencement of the extended term for leases with terms of five 
(5) years or less then being entered into for uses permitted under 
paragraph 6 of this lease of premises comparable to the Premises 
in Santa Clara County. The decision of each broker shall be in 
writing and a copy thereof shall be given to Landlord and Tenant 
promptly after such decisions are rendered.  In the event that 
within thirty (30) days after the first of such notices of request 
for determination of said fair market net rental value by brokers 
is received the two selected brokers cannot agree upon said fair 
market net rental value, then they shall select a third 
disinterested real estate broker with at least five (5) years of 
commercial real estate experience in Santa Clara County.  The fees 
of the third broker shall be borne equally by Landlord and Tenant. 
In the event a third such broker has not been selected within five 
(S) days following the expiration of said thirty (30) day period, 
then the third broker shall be selected by the then presiding 
Judge of the Superior Court in and for the County of Santa Clara.  
The third broker shall select either the Landlord's broker's 
opinion of the fair market net rental value of the Premises or the 
Tenant's broker's opinion of such fair market net rental value.  
Until such time as the Basic Rent is determined as aforesaid, 
Tenant shall pay a Base Monthly Rent for the Premises rental at 
the rate which was last in effect under this Lease, and upon the 
final resolution of such rent pursuant to the foregoing, the 
parties shall forthwith settle accounts and either pay or return 
an appropriate amount to reflect such resolution.

35.4	All of the terms, covenants and conditions of this 
Lease shall remain in effect during each of the First, Second and 
Third Extended Terms (collectively, the "Extended Terms" and in 
the singular, an "Extended Term").  The First, Second and Third 
Options (collectively, the "Options" and in the singular, an 
"Option") are personal to Tenant.  If Tenant subleases any portion 
of the Premises or assigns or otherwise transfers any interest 
under the Lease prior to the exercise of an Option, the option 
rights shall terminate.  If Tenant subleases any portion of the 
Premises or assigns or otherwise transfers any interest of Tenant 
under the Lease after the exercise of an Option but prior to the 
commencement of the Extended Term of the Option, such Option shall 
terminate and the Term of the Lease shall expire as if the Option 
were not exercised.

35.5 If Tenant fails to deliver to landlord written notice 
of the exercise of any of the Options within the time period 
prescribed above, the Option and a11 subsequent Options if any 
shall lapse, and there shall be no further right to extend the 
Term.  "Term", as used in the Lease, shall be deemed to include 
the Extended Term or Extended Terms of the exercised Option or 
Options.  Each Option shall be exercisable by Tenant on the 
express conditions that (i) at all times prior to the exercise of 
an Option, and thereafter at all times prior to the commencement 
of an Extended Term, no default shall have occurred under the 
Lease and (ii) Tenant has not been late in the payment of rent 
more than a total of three (3) times during the Term of the 
Lease."

	5.	This Amendment, together with the Lease and exhibits 
thereto, are the entire agreement between the parties with respect to 
the subject matter thereof, and there are no binding agreements or 
representations between the parties except as expressed herein.



	IN WITNESS WHEREOF, Landlord and Tenant have executed this 
Amendment No. 2 to Lease as of the date first written above.

Landlord:	Tenant
Milpitas Realty Delaware, Inc.,	Quantum Corporation,
a Delaware corporation	a Delaware corporation

By: S. Bradford	By: Joseph T. Rodgers
Its Senior Investment Manager	Its: Executive VP, Finance

By:
Its Senior Investment Officer

EX-10

EXHIBIT 10.24
MULTI-TENANT NET LEASE AGREEMENT
QUANTUM CORPORATION
525 SYCAMORE DRIVE, MILPITAS, CALIFORNIA

1. PARTIES

THIS LEASE, dated April 15, 1993, is entered into by and between 
Milpitas Realty Delaware, Inc., (hereinafter referred to as "Landlord") 
and Quantum Corporation, a Delaware Corporation, whose address is 500 
McCarthy Blvd., Milpitas, California 95035, (hereinafter referred to as 
"Tenant"), and shall be effective on the date set forth above.

2. PREMISES

2.1	Landlord hereby leases to Tenant, and Tenant hereby leases 
from Landlord, upon the terms, conditions and covenants hereinafter set 
forth, approximately 93,324 rentable square feet of floor space (the 
"Premises") located as shown on Exhibit A-l; hereto, within the building 
(the "Building") commonly known as 525 Sycamore Drive, Milpitas, 
California, together with the right to the reasonable, and nonexclusive 
use of the Common Areas (defined in paragraph 2.3).

2.2	The Term "Property" shall mean that certain land together 
with all buildings and improvements thereon and appurtenances thereto, 
consisting of 3 buildings on approximately 14.03 acres and containing a 
total rentable area of approximately 216,438 square feet, commonly known 
as Sycamore Business Park in the city of Milpitas, California, all as 
more particularly shown on Exhibit "A-2" attached hereto and made a part 
hereof.

2.3	The term "Common Areas" shall mean all areas and facilities 
within the Property, except for the building(s), provided and designated 
by Landlord for the general use and convenience of Tenant and other 
tenants of all or any part of the Property including, without 
limitation, parking areas, access and perimeter roads, sidewalks, 
landscaped areas, recreation areas, service areas, trash disposal 
facilities. These areas and facilities shall be subject to the 
reasonable rules and regulations and changes thereof from time to time, 
promulgated by Landlord governing the use of said Common Areas.

Landlord shall have the right, in Landlord's sole reasonable 
discretion, from time to time:

(a)	To make changes to the Common Areas, including, without 
limitation, changes in the location, size, shape and number of 
driveways, entrances, parking spaces, parking areas, loading and 
unloading areas, ingress, egress, direction of traffic, landscaped areas 
and walkways; (b) To close temporarily any of the Common Areas for 
maintenance purposes so long as reasonable access to the Premises 
remains available; (c) To use the Common Areas while engaged in making 
additional improvements, repairs or alterations to the Property, or any 
portion thereof; (d) To do and perform such other acts and make such 
other changes in, to or with respect to the Common Areas and the 
Property as Landlord may, in the exercise of good faith business 
judgment, deem to be appropriate.

2.4	The term "Tenant's Proportionate Share" shall mean the 
percentage obtained by dividing the occupied rentable area of the 
Premises by the total rentable area within the Property. The Tenant's 
Proportionate Share when fully occupied is agreed to be forty-three and 
12/100 percent (43.12%) for the purpose of the Lease.

3. TERM

3.1	The term of this Lease (the "Term") shall be a period of 
thirty-six (36) months, commencing on August 1, 1993 and terminating on 
July 31, 1996, unless sooner terminated as provided herein.

3.2	Tenant agrees that if Landlord, for any reason whatsoever, 
is unable to deliver possession of the Premises on the commencement 
date, Landlord shall not be liable to Tenant for any loss or damage 
therefrom, nor shall this Lease be void or voidable; but in such event 
the commencement date shall be postponed until the date when Landlord 
can deliver possession and the expiration of the Lease term shall be 
thirty-six (36) months after such commencement date. No delay in 
delivery of possession shall operate to extend the term hereof or the 
date for adjustment of rental or exercise of any option set forth 
herein.

3.3	Tenant shall be permitted to occupy the Premises upon full 
execution of the lease, prior to commencement of the Lease Term and 
after the date of this Lease, for the purpose of constructing Tenant 
Improvements pursuant to Exhibit B. Such occupancy shall be subject to 
each and every provision of this Lease, except that Tenant shall not be 
obligated to pay Base Monthly Rent until commencement of the Lease Term. 
The Premises are separately metered for gas and electricity. Tenant 
shall contract with and directly pay the provider thereof during 
Tenant's occupancy pursuant to this Paragraph 3.3 and throughout the 
Lease Term.

4. RENT

4.1	Tenant shall pay in lawful money of the United States to 
Landlord, for each month of the term of this Lease, "Base Monthly Rent" 
in the amount of $0.61 times the total number of square feet in the 
Premises. The Base Monthly Rent will be fifty-six thousand nine hundred 
twenty-seven dollars and 64/100 ($56,927.64). First month's advanced 
rental for the first month's rent under the Lease shall be due upon 
execution of this Lease. If the commencement date is not the first (1st) 
day of a month, or if the termination date is not the last day of a 
month, a prorated monthly installment based on a thirty (30) day month 
shall be paid at the then current rate for the fractional month during 
which the Lease commences or terminates.

4.2	All sums of money or charges required to be paid by Tenant 
hereunder shall be deemed rental for the Premises and may be designated 
as such in any statutory notice to pay rent or quit the Premises

5. LATE PAYMENT CHARGES AND INTEREST

5.1	Tenant acknowledges that late payment by Tenant to Landlord 
of Rent and other charges provided for under this Lease will cause 
Landlord to incur costs not contemplated by this Lease, the exact amount 
of such costs being extremely difficult or impracticable to fix. Such 
costs include, but are not limited to, processing and accounting 
charges, and late charges that may be imposed on Landlord by the terms 
of any encumbrance and notes secured by any encumbrance covering the 
Premises, or late charges and penalties due to late payment of Real 
Property Taxes due on the Premises. Therefore, if any installment of 
Rent or any other charge due from Tenant is not received by Landlord 
within seven (7) days due from Tenant, Tenant shall pay to Landlord an 
additional sum equal to five percent (5 %) of the amount overdue as a 
late charge for every month or portion thereof that the rent or other 
charges remain unpaid. The parties agree that this late charge 
represents a fair and reasonable estimate of the costs that Landlord 
will incur by reason of the late payment by Tenant. Acceptance of any 
late charge shall not constitute a waiver of Tenant's default with 
respect to the overdue amount, nor prevent Landlord from exercising any 
of the other rights and remedies available to Landlord.

5.2	All amounts of money payable by Tenant to Landlord 
hereunder, if not paid when due, shall bear interest from the due date 
until paid at an annual rate equal to the lesser of twelve percent (12%) 
or the highest rate legally permitted (the "Agreed Interest Rate").

6. USE OF THE PREMISES AND COMPLIANCE WITH LAW

6.1	Tenant shall use the Premises solely for office, light 
manufacturing, repair and warehousing and shall not use the Premises for 
any other purpose. Tenant acknowledges that the Premises and the 
Property are subject to those certain covenants, conditions and 
restrictions recorded at Page 189, of Book E545, of the Official Records 
of Santa Clara County, State of California, on June 5, 1979, 
(hereinafter referred to as the "CC&R's"). Tenant further acknowledges 
that it has read the CC&R's and knows the contents thereof. Throughout 
the term of this Lease, and any extensions thereof, Tenant shall 
faithfully and timely perform and comply with the CC&R's and any 
modification or amendments thereof and Tenant shall hold Landlord 
harmless and indemnify Landlord against any loss, expense, damage, 
attorney's fees or liability arising out of the failure of Tenant to so 
perform or comply with the CC&R's.

6.2	Tenant shall not use the Premises or suffer or permit 
anything to be done in or about the Premises which will in any way 
increase Insurance Cost, or conflict with any law, statute, zoning 
restriction, ordinance or governmental law, rule, regulation or 
requirement of duly constituted public authorities now in force or which 
may hereafter be in force, or Board of Fire Underwriters requirements or 
other similar body now or hereafter constituted relating to or affecting 
the condition, use or occupancy of the Premises or the Property. Tenant 
shall not commit any public or private nuisance or any other act or 
thing which might or would disturb the quite enjoyment of any other 
tenant or occupancy of the Property or any occupant of nearby property. 
Tenant shall place no loads upon the floors, walls or ceilings in excess 
of the maximum designed load or which endanger the structure; or place 
any harmful liquids in the drainage systems; dump or store waste 
materials or refuse or allow such to remain in, on or about any part of 
the Premises outside of the Building, except in the enclosed trash area 
provided; and Tenant shall not store or permit to be stored or otherwise 
placed any materials of any nature whatsoever outside the Building.

6.3	Tenant shall, at its sole cost and expense, promptly comply 
with all laws, statutes, ordinances, and governmental rules, 
regulations, or requirements now in force or which may hereafter be in 
force; with the requirements of any board of fire underwriters or other 
similar body now or hereafter constituted; with any direction or 
occupancy certificate issued pursuant to any law by any public officer 
or officers, as well as the provisions of all recorded documents 
affecting the Premises, insofar as any thereof relate to or affect the 
condition, use, or occupancy of the Premises.

7. CONDITION OF PREMISES

By entry hereunder, Tenant accepts the Premises as being in the 
condition in which Landlord is obligated to deliver the Premises. Tenant 
acknowledges that neither Landlord nor its agent(s) has made any 
representation or warranty as to the condition of the Premises or the 
Building, or as to the suitability or fitness of the Premises for the 
conduct of Tenant's business, or for any other purpose. Landlord has no 
obligation, and has made no promise, to alter, remodel, improve, repair, 
decorate, or paint the Premises or any part thereof, except as 
specifically herein set forth in Exhibit B.

8. TRADE FIXTURES, ALTERATIONS, AND LEASEHOLD IMPROVEMENTS

8.1	Trade Fixtures: Throughout the Lease Term, Tenant shall 
provide to the Landlord a written list of all trade fixtures installed 
by Tenant at the Premises for the conduct of its business. All trade 
fixtures shall remain Tenant's property and may be removed by Tenant at 
anytime during the Lease Term. Trade fixtures shall include only movable 
equipment and other personal property of Tenant and shall exclude any 
alterations, additions, or improvements, including, but not limited to, 
heating, lighting, electrical, air conditioning, partitioning, drapery 
and carpet installation, millwork, and any equipment which is affixed to 
the Premises so that it cannot be removed without material damage to the 
Premises.

8.2	Leasehold Improvements: Tenant shall not make or suffer to 
be made any alterations, additions, or improvements ("Leasehold 
Improvement") to, or of, the Premises or any part thereof, or attach any 
fixtures or equipment thereto, the cost of which shall exceed $10,000 or 
which affect the building structure, facade, HVAC, plumbing or 
electrical system, without first obtaining Landlord's approval, which 
approval may be withheld by Landlord in its absolute discretion. All 
such approved Leasehold Improvements shall be installed in compliance 
with the approved plans and specification by Tenant at Tenant's expense 
using a licensed contractor first approved by Landlord. All construction 
done by Tenant shall be done in accordance with all laws and regulations 
and in a good and workmanlike manner using new material of good quality. 
Tenant shall not commence construction of any Leasehold Improvements 
until (i) Landlord has approved the plans and specifications for such 
improvements, (ii) all required governmental approvals and permits shall 
have been obtained, (iii) all requirements regarding insurance imposed 
by this Lease have been satisfied, (iv) Tenant has given Landlord at 
least ten (10) business days prior written notice of its intention to 
commence such construction, (v) Tenant has notified Landlord of the 
commencement of construction on the day it commences, and (vi) if 
requested by Landlord, Tenant shall have obtained a lien and completion 
bond reasonably satisfactory to Landlord and contingent liability and 
broad form builders risk insurance in an amount satisfactory to 
Landlord. Landlord shall have the right at anytime to post notices of 
nonresponsibility or similar notices on the Premises in connection 
therewith. Upon completion of construction of such Leasehold 
Improvements, Tenant shall submit "as-built" plans to Landlord. All 
Leasehold Improvements shall immediately become the property of Landlord 
and, at the end of the term hereof, shall remain on the Premises, 
without compensation to Tenant, provided that Landlord shall have the 
right, by notice to Tenant prior to the end of the term, to require 
Tenant to remove all or part of the Leasehold Improvements, in which 
event Tenant shall promptly restore the Premises to their condition 
prior to the installation of the Leasehold Improvements. Notwithstanding 
the foregoing, Tenant shall not be required to remove the initial 
Leasehold Improvements pursuant to Exhibit B.

8.3 Liens:	Tenant shall keep the Premises free from any liens and 
shall pay when due all bills arising out of any work performed, 
materials furnished, or obligations incurred by Tenant, its agents, 
employees or contractors relating to the Premises. If any claim of lien 
is recorded, Tenant shall bond against or discharge the same within ten 
(10) days after the same has been recorded against the Premises.

9. COMMON AREAS

9.1	Landlord hereby grants to Tenant, its employees, customers 
and invites a non-exclusive license to use all Common Areas on the 
Property, subject to the terms and conditions of this Lease. The surface 
parking facilities on the Common Areas shall be available for the 
automobiles of Tenant and other occupants and tenant of the Property and 
their respective customers, employees and invites on a non-assigned non-
exclusive basis.

9.2	Landlord shall operate, manage and maintain all Common 
Areas. Landlord shall at all times have exclusive control of the Common 
Areas and may at any time temporarily close any part thereof, exclude 
and restrain anyone from any part thereof, except the bona fide 
customers, employees and invites of Tenant and other occupants and 
tenants of the Property who use the Common Areas in accordance with the 
rules and regulations as Landlord may from time to time promulgate, and 
may change the configuration or location of the Common Areas. In 
exercising any such rights Landlord shall make a reasonable effort to 
minimize any disruption to Tenant's business.

10. OPERATING EXPENSES

10.1	Tenant agrees to pay Tenant's Proportionate Share of all 
costs and expenses as may be paid or incurred by Landlord in the 
maintenance and operation of the Property (hereinafter referred to as 
the "Operating Expenses") during the term of this Lease. The Operating 
Expenses shall include, without limitation, wages, salaries, benefits 
and payroll burden of employees to the extent the employees are directly 
included in the management, operation, repair and maintenance of the 
Property; management fees; janitorial; maintenance, guard and other 
services; outside area repair and maintenance, including landscape 
maintenance and replacement, concrete walkway curbs and paved parking 
areas, pest control services, power, water, waste disposal and other 
utilities for Common Areas; materials and supplies; maintenance and 
repairs; license costs; insurance premiums, and the deductible portion 
of any insured loss under Landlord's insurance; depreciation on 
equipment and other personal property and the costs of any capital 
improvements made to the Building by Landlord that are for the purpose 
of reducing other Operating Expenses, that are required for the health 
and safety of Tenants, or that are required under any governmental law 
or regulation that was not applicable to the Building at the time it was 
constructed, such costs or allocable portion thereof to be amortized 
over such reasonable period as Landlord shall determine, together with 
interest on the unamortized balance at the rate of 12% per annum or such 
higher rate as may have been paid by Landlord on funds borrowed for the 
purpose of constructing such capital improvements. Operating Expenses 
shall not include Real Property Taxes, real estate brokers' commissions, 
debt service on the Property, or capital improvements, other than those 
specifically referred to above.

10.2	From and after the commencement date for this Lease, Tenant 
shall pay Landlord on the first day of each calendar month during the 
term of this Lease, an amount estimated by Landlord to be Tenant's 
Proportionate Share of such the Operating Expenses. The foregoing 
estimated monthly charge may be adjusted by Landlord at the end of any 
calendar quarter on the basis of Landlord's experience and reasonably 
anticipated costs. Any such adjustment shall be effective as of the 
calendar month next succeeding receipt by Tenant of written notice of 
such adjustment.

10.3	Within ninety (90) days following the end of each calendar 
year Landlord shall furnish Tenant a statement covering the calendar 
year just expired, showing the total of such Operating Expenses, the 
amount of Tenant's Proportionate Share of such Operating Expenses for 
such calendar year and the payments made by Tenant with respect to such 
period. If Tenant's share of such Operating Expenses exceeds Tenant's 
payments so made, Tenant shall pay Landlord the deficiency within ten 
(10) days after receipt of such statement. If said payments exceed 
Tenant's share of such Operating Expenses, Tenant shall be entitled to 
offset the excess against payments next thereafter to become due to 
Landlord pursuant to this Article. There shall be appropriate pro rata 
adjustment of the estimated Operating Expenses as of the commencement of 
rentals and expiration of the term of this Lease, if such commencement 
or expiration shall occur other than on the first or last day of the 
month. The termination of this Lease shall not affect the obligations of 
Landlord and Tenant to make the adjustment required herein after such 
termination.

10.4	Tenant's Proportionate Share of Operating Expenses shall be 
payable as additional rent hereunder. Failure of Tenant to pay any such 
additional rent required under this Article shall constitute a default 
under the terms of this Lease in like manner as failure to pay Base 
Monthly Rent when due.

11. REAL PROPERTY TAXES

11.1	Real Property Taxes Defined: The term "Real Property Taxes" 
as used herein shall mean all real property taxes and personal property 
taxes, licenses, charges, and assessments which are levied, assessed, or 
imposed by any governmental or quasi-governmental authority, improvement 
or assessment district with respect to the Property or any other 
fixtures, improvements, equipment, or other property of Landlord, real 
or personal, located on the Property and used in connection with the 
operation thereof, whether or not now customary or in within the 
contemplation of the parties hereto, including, without limitation, any 
taxes, charges, or assessments for public improvements, services, or 
benefits, irrespective of when commenced or completed, transfer tees, 
housing funds, education funds, street, highway, or traffic fees, as 
well as any taxes which shall be levied or assessed in addition to or in 
lieu of such taxes, any charge upon Landlord's business of leasing of 
the Property, and any cost or expenses of such taxes, licenses, charges, 
or assessments, that exclude any federal or state income or gift tax, or 
any franchise, capital stock, estate or inheritance taxes. In the event 
that it shall not be lawful for Tenant to reimburse Landlord for 
Tenant's Proportionate Share of any real property tax, the rent payable 
to the Landlord under this Lease shall be revised to yield to Landlord 
the same net rent from the Premises after imposition of any such tax 
upon Landlord as would have been received by Landlord hereunder prior to 
the imposition of any such tax.

11.2	Tenant's Obligation to Reimburse: As additional rent, Tenant 
shall pay to Landlord Tenant's Proportionate Share of all Real Property 
Taxes which become due during or with respect to the Lease term. Tenant 
shall pay Tenant's Proportionate Share of such Real Property Taxes 
within ten (10) days after being billed for the same by Landlord. If 
requested by Tenant in writing within thirty (30) days of receipt of a 
bill for such Real Property Taxes, Landlord shall furnish Tenant with 
such evidence as is reasonably available to Landlord with respect to the 
amount of any Real Property Tax which is part of such bill. Tenant may 
not withhold payment of such bill pending receipt and/or review of such 
evidence. If any lender requires Landlord to impound Real Property Taxes 
on a periodic basis during the Lease Term, then Tenant, on notice from 
Landlord indicating this requirement, shall pay a sum of money toward 
its liability under this subparagraph to Landlord on the same periodic 
basis as required by such lender. Landlord shall impound the Real 
Property Tax payments received form Tenant in accordance with the 
requirements of the Lender. In the event the Building is sold during the 
primary lease term, Lessor shall be 100% responsible for the increase in 
real estate taxes over the then-current base.

11.3	Taxes and Other Charges payable by Tenant. In addition to 
the monthly rental and other charges to be paid by Tenant hereunder, 
Tenant shall pay or reimburse Landlord for any and all of the following, 
whether or not now customary or in the contemplation of the parties 
hereto: taxes (other than local, state, and federal, personal, or 
corporate income taxes measured by the net income of Landlord from all 
sources), assessments (including, without limitation, all assessments 
for public improvements, services, or benefits, irrespective of when 
commenced or completed), excises, levies, business taxes, license, 
permit, inspection and other authorization fees, transit-development 
fees, assessments or charges for housing funds, service payments in lieu 
of taxes, and any other fees or charges of any kind which are levied, 
assessed, confirmed or imposed by any public authority: (a) upon, 
measured by, or reasonably attributable to, the cost or value of 
Tenant's equipment, furniture, fixtures, and other personal property 
located in the Premises, or by the cost of any Leasehold Improvements 
made in or to the Premises by or for Tenant, regardless of whether title 
to such improvements shall be in Tenant or Landlord; (b) upon or 
measured by the monthly rental or other charges payable hereunder, 
including, without limitation, any gross income tax or excise tax levied 
by the city, county, state, Federal Government or any other governmental 
body with respect to the receipt of such rental; (c) upon, with respect 
to, or by reason of, the development, possession, leasing, operation, 
management, maintenance, alteration, repair, use, or occupancy by Tenant 
of the Premises or any portion thereof; (d) upon this transaction or any 
document to which Tenant is a party creating or transferring an interest 
or an estate in the Premises. In the event that it shall not be lawful 
for Tenant so to reimburse Landlord, the monthly rental payable to 
Landlord under this Lease shall be revised to net Landlord the same net 
rental after imposition of any such tax or other charge upon Landlord as 
would have been payable to Landlord prior to the imposition of any such 
tax or other charge.

12. WASTE DISPOSAL AND UTILITIES

12.1	Waste Disposal: Tenant shall store its waste either inside 
the Premises or in containers with lids that are kept closed (e.g., 
"dumpsters") located within outside trash enclosures that are (l) fully 
fenced and screened in compliance with all CC&R's and the Rules and 
Regulations, and (ii) designed for such purpose. Except when wastes are 
actually being placed in trash enclosures, all entrances to such outside 
trash enclosures shall be kept closed, and waste shall be stored in 
containers in such manner so that the container lids are kept closed and 
such waste is not visible from the exterior of such outside enclosures. 
Tenant shall cause all of its waste to be regularly removed from the 
Premises at Tenant's sole cost. Tenant shall keep all fire corridors and 
mechanical equipment rooms in the Premises free and clear of all 
obstructions at all times.

12.2	Utilities: Tenant shall pay for all gas, electricity, heat, 
cooling energy, telephone, janitorial service, water, waste-disposal, 
refuse-collection and other utility-type services furnished to Tenant or 
the Premises, together with all related installation or connection 
charges or deposits. Landlord shall designate which of the above 
utilities shall be separately metered to the Premises, and, as to such 
utilities, Tenant shall pay the costs of metering and shall contract 
directly with and shall directly pay the provider of such services. 
Landlord reserves the right, at any time or from time to time during the 
term of the Lease, to require any of the above utilities to be 
separately metered to the Premises, at Tenant's expense, or any of the 
above services to be contracted for directly by Tenant. Landlord shall 
furnish the Premises with any of the above services and utilities not 
designated by Landlord for direct contracting or metering, and the 
expense thereof shall be included in the Operating Expenses, of which 
Tenant shall pay its Proportionate Share pursuant to 10 above, provided 
that Tenant shall promptly reimburse Landlord upon demand for the cost 
of such utilities or services used on the Premises in excess of the 
average level of such services consumed by other tenants of the 
Property. Landlord shall not be liable in damages, consequential or 
otherwise, nor shall there be any rent abatement or right on the part of 
Tenant to terminate this Lease, arising out of any interruption 
whatsoever in utility services which is due to fire, accident, strike, 
governmental authority, acts of God or other causes beyond the 
reasonable control of Landlord, or any temporary interruption in such 
services which is necessary to the making of alterations, repairs, or 
improvements to the Premises, the Building, or the Property or any part 
thereof.

13. ENVIRONMENTAL MATTERS

13.1	Tenant and the Premises will remain in compliance with all 
applicable laws, ordinances, and regulations (including consent decrees 
and administrative orders) relating to public health and safety and 
protection of the environment, including those statutes, laws, 
regulations, and ordinances identified in subparagraph 13.7, all as 
amended and modified from time to time (collectively, "environmental 
laws"). All governmental permits relating to the use or operation of the 
Premises required by applicable environmental laws are and will remain 
in effect, and tenant will comply with them.

13.2	Tenant will not permit to occur any release, generation, 
manufacture, storage, treatment, transportation, or disposal of 
"hazardous material," as that term is defined in subparagraph 13.7, on, 
in, under, or from the Premises. Tenant will promptly notify Landlord, 
in writing, if Tenant has or acquires notice or knowledge that any 
hazardous material has been or is threatened to be released, discharged, 
disposed of, transported, or stored on, under, or from the Premises, 
Tenant, at its own cost and expense, will immediately take such action 
as is necessary to detain the spread of and remove the hazardous 
material to the complete satisfaction of Landlord and the appropriate 
governmental authorities. Notwithstanding the foregoing or anything 
herein to the contrary, Tenant shall have no liability or responsibility 
with respect to any hazardous substances existing on the Premises prior 
to Tenant's occupancy, provided that Tenant shall notify Landlord of any 
such condition if Tenant at any time acquires actual knowledge thereof.

13.3	Tenant will immediately notify Landlord and provide copies 
upon receipt of all written complaints, claims, citations, demands, 
inquiries, reports or notices relating to the condition of the Premises 
or compliance with environmental laws. Tenant will promptly cure and 
have dismissed with prejudice any such actions and proceedings to the 
satisfaction of Landlord. Tenant will keep the Premises free of any lien 
imposed pursuant to any environmental law.

13.4	Landlord will have the right at all reasonable times and 
from time to time to conduct environmental audits of the Premises, and 
Tenant will cooperate in the conduct of each audit. The audits will be 
conducted by a consultant of Landlord's choosing. If any hazardous 
material introduced during tenant's possession is detected or if a 
violation of any of the warranties, representations, or covenants 
contained in this paragraph is discovered, the fees and expenses of such 
consultant will be borne by Tenant and will be paid as additional rent 
under this Lease on demand by Landlord.

13.5	If Tenant fails to comply with any of the foregoing 
warranties, representations, and covenants, Landlord may cause the 
removal (or other cleanup acceptable to Landlord) of any hazardous 
material from the Property. The costs of hazardous material removal and 
any other cleanup (including transportation and storage costs) will be 
additional rent under this Lease, whether or not a court has ordered the 
cleanup, and such costs will become due and payable on demand by 
Landlord. Tenant will give Landlord, its agents, and employees access to 
the Premises to remove or otherwise clean up any hazardous material. 
Landlord, however, has no affirmative obligation to remove or otherwise 
clean up any hazardous material, and this Lease will not be construed as 
creating any such obligation.

13.6	Tenant agrees to indemnity, defend (with counsel reasonably 
acceptable to Landlord and at Tenant's sole costs), and hold Landlord 
and Landlord's affiliates, shareholders, directors, officers, employees, 
and agents free and harmless from and against all losses, liabilities, 
obligations, penalties, claims, litigation, demands, defenses, costs, 
judgments, suits, proceedings, damages (including consequential 
damages), disbursements or expenses of any kind (including attorneys' 
and experts' fees and expenses and fees and expenses incurred in 
investigating, defending, or prosecuting any litigation, claim, or 
proceeding) that may at any time be imposed upon, incurred by, or 
asserted or awarded against Landlord or any of them in connection with 
or arising from or out of:

(a)	any hazardous material on, in, under, or affecting all or 
any portion of the Premises;

(b)	any misrepresentation, inaccuracy, or breach of any 
warranty, covenant, or agreement contained or referred to in this 
Article;

(c)	any violation or claim of violation by Tenant of any 
environmental law;

(d)	the imposition of any lien for the recovery of any 
environmental law; or cleanup or other response costs relating to the 
release or threatened release of hazardous material. This 
indemnification is the personal obligation of Tenant and will survive 
termination of this Lease. Tenant, its successors, and assigns waive, 
release, and agree not to make any claim or bring any cost recovery 
action against Landlord under CERCLA, as that term is defined in 
subparagraph 13.7, or any state equivalent or any similar law now 
existing or enacted after this date. To the extent that Landlord is 
strictly liable under any such law, regulation, ordinance, or 
requirement, Tenant's obligation to Landlord under this indemnity will 
likewise be without regard to fault on the part of Tenant with respect 
to the violation or condition that results in liability to Landlord.

13.7	For purposes of this Lease, "hazardous materials" means: (i) 
"hazardous substances" or "toxic substances" as those terms are defined 
by the Comprehensive Environmental Response, Compensation, and Liability 
Act (CERCLA), 42 U.S.C. Section 901, et seq., or Sections 66680 through 
66685 of Title 22 of the California Administrative Code, Division 4, 
Chapter 30, or the Hazardous Materials Transportation Act, 49 U.S.C. 
Section 1801, all as amended and amended after this date; (ii) 
"hazardous wastes," as that term is defined by the Resource Conservation 
and Recovery Act (RCRA), 42 U.S.C. Section 6901, et seq., as amended and 
amended after this date; (iii) any pollutant or contaminant or 
hazardous, dangerous, or toxic chemicals, materials, or substances 
within the meaning of any other applicable federal, state, or local law, 
regulation, ordinance, or requirement (including consent decrees and 
administrative orders) relating to or imposing liability or standards of 
conduct concerning any hazardous, toxic, or dangerous waste substance or 
material, all as amended or amended after this date; (iv) crude oil or 
any fraction thereof which is liquid at standard conditions of 
temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per 
square inch absolute); (v) any radioactive material, including any 
source, special nuclear or byproduct material as defined in 42 U.S.C. 
Section 2011, et seq., as amended and amended after this date; (vi) 
asbestos in any form or condition; and (vii) polychlorinated biphenyls 
(PCBs) or substances or compounds containing PCBs.

13.8	Certain De Minimis Substances. Permitted Substances

13.8.1 Landlord recognizes that the fluids and toner materials 
used in current office photocopying equipment and in chemical compounds 
routinely used for light office cleaning and housekeeping may contain 
chemicals which are Hazardous Materials. Landlord agrees that the 
provisions of Article 13 shall not be regarded as prohibiting Tenant's 
use of such normal office materials so long as the quantities are 
limited to amounts required for normal office use and the materials are 
contained, stored and used in conformity with manufacturers' 
recommendations and all applicable laws, statutes, ordinances, 
regulations and orders now existing or hereinafter enacted.

13.8.2 To the extent any of the substances enumerated in Exhibit 
"C" ("Permitted Substances") attached hereto, initialed and made a part 
hereof, are Hazardous Materials, this Article shall not prohibit 
Tenant's use and storage of such Permitted Substances in the Premises. 
Notwithstanding Landlord's consent to Tenant's use and storage of the 
Permitted Substances in the Premises, however, Tenant shall nonetheless 
comply with each and every other provision of this Article in its use 
and handling of the Permitted Substances, and Tenant shall not be 
relieved of its other obligations and agreements set forth in this 
Article which pertain or may pertain to the Permitted Substances.

14. REPAIR AND MAINTENANCE

14.1	Tenant's Obligation to Maintain: Except as otherwise 
provided in paragraph 14.2 regarding Landlord's obligations and Article 
16 regarding the restoration of damage caused by fire and other perils, 
Tenant shall, at all times during the Lease Term, clean, keep, and 
maintain in good order, condition, and repair the Premises and every 
part thereof, through regular and annual inspections and servicing, 
including but not limited to (i) all plumbing within the Premises 
(including all sinks, toilets, faucets and drains), and all ducts, 
pipes, vents, or other parts of the HVAC or plumbing system, (ii) all 
fixtures, interior walls, floors, carpets, and ceilings, (iii) the roots 
(including routine roof maintenance and repair of all roof leaks on the 
roof over the Premises but excluding replacement of the roof), (iv) all 
windows, doors, entrances, plate glass, showcase, and skylights 
(including cleaning both interior and exterior surfaces), (v) all 
electrical facilities, wiring and equipment, including lighting 
fixtures, lamps, bulbs and tubes, fans, vents, exhaust equipment in the 
Premises; (vi) any automatic fire extinguisher equipment and systems 
(including fully sprinkler testing) in the Premises, and (vii) interior 
and exterior surfaces repainting. Tenant shall replace any damaged or 
broken glass in the Premises (including all interior and exterior doors, 
windows, and showcases) with glass of the same kind, size, and quality. 
Tenant shall repair any damage to the Premises (including exterior doors 
and windows) caused by vandalism or any unauthorized entry. Tenant shall 
be responsible for and shall maintain, repair and replace when necessary 
HVAC equipment which serves the Premises and shall keep the same in good 
condition through regular inspection and servicing, throughout the Lease 
Term utilizing competent personnel. Tenant shall maintain continuously 
throughout the Lease Term a service contract for HVAC equipment, 
reasonably satisfactory to Landlord. Tenant shall furnish Landlord with 
a copy of the HVAC service contract which shall provide that the service 
contract may not be canceled or changed without at least thirty (30) 
days prior written notice to Landlord. All repairs and replacements 
required of Tenant shall be promptly made with materials of like kind 
and quality. If the work affects the structural parts of the Building 
then Tenant shall first obtain Landlord's written approval of the scope 
of work, plans therefor, materials to be used, and the contractor.

14.2	Landlord's Obligation to Maintain: Except as expressly 
provided in paragraph 14.1, Landlord shall repair and maintain the 
structural parts of the Building, which structural parts include only 
the foundations, exterior walls columns foundations, roof structure 
(excluding ordinary maintenance and repair of leaks) and floors 
(provided Tenant does not exceed the floor loading capacity) located on 
the Premises so that the same are kept in good order and repair. 
Landlord shall not be responsible for repairs required by any accident, 
fire or other peril, except as otherwise required by Article 16 or for 
damage caused to any part of the Premises by any act, negligence or 
omission of Tenant or its agents, contractors, employees or invites to 
the extent not covered by insurance required to be carried herein. 
Landlord may engage contractors of its choice to perform the obligations 
required of it by this Article, and the necessity of any expenditure 
made to perform such obligations shall be at the sole discretion of 
Landlord. It is an express condition precedent to all obligations of 
Landlord to repair and maintain that Tenant shall have notified Landlord 
of the need for such repairs and maintenance.

15, INSURANCE

15.1	Landlord's Insurance: Operating Expenses shall include all 
property, liability, and other insurance carried by Landlord with 
respect to the Property, including, without limitation, the cost of 
property insurance (including, at Landlord's option, earthquake and 
flood coverage) procured by Landlord covering the full replacement cost 
of the Building and the Premises, excluding coverage of all Tenant's 
personal property on or in the Premises. Tenant agrees not to do 
anything or fail to do anything which will violate the terms of any such 
insurance, increase the cost of such insurance or prevent Landlord from 
procuring policies satisfactory to Landlord. Tenant shall pay any 
increases in insurance premiums resulting from the nature of Tenant's 
occupancy or any act or omission of Tenant.

15.2	Tenant's Insurance: Tenant agrees to maintain in full force 
and effect at all times during the Term, at its own expense, for the 
protection of Tenant and Landlord, as their interest may appear, 
policies of insurance issued by a responsible carrier or carriers 
reasonably acceptable to Landlord which afford the following coverages:

(i) Worker's Compensation - Statutory limits.

(ii) Employer's liability - Not less than:

	Bodily Injury by Accident $250,000 each accident

	Bodily Injury by Disease $250,000 policy limit

	Bodily Injury by Disease $250,000 each employee

(iii) Property Insurance insuring the Tenant's business personal 
property against direct risk of loss, and insuring Tenant's business 
income. Coverage shall be provided on coverage forms at least as broad 
as the standard Building and Personal Property Coverage Form (CP0010), 
Business Income Coverage Form (CP0030), Boiler and Machinery Coverage 
Form (BM0025), Causes of Loss Special Form (CP1030), and Sprinkler 
Leakage - Earthquake Extension (CP1039) all as published by ISO 
Commercial Risk Services, Inc. Replacement cost valuation must apply. 
The limit of coverage required for business personal property shall 
approximate the current replacement cost value of such business personal 
property. The limit of coverage for business income shall be equal to 
one-half of the Tenant's annual total anticipated net earnings.

(iv) At Tenant's sole cost and expense, the Tenant shall procure 
and maintain throughout the lease term (and any extensions thereto 
Commercial General Liability Insurance ("Insurance") on a coverage form 
at least as broad as the most recent edition of Commercial General 
Liability Coverage Form (CG0001) published by the Insurance Services 
Office, Inc. naming the Landlord as Additional Insured using an 
endorsement form at least as broad as the most recent edition of 
Additional Insured-Managers or Lessors of Premises Endorsement Form 
(CG2011) as published by the Insurance Services Office, Inc. The limits 
of such insurance shall be no less than:

Each Occurrence Limit	$2,000,000
General Aggregate Limit	$2,000,000
Products/Completed Operations Aggregate Limit	$2,000,000
Personal Injury and Advertising Injury Limit	$1,000,000
Fire Damage (Any One Fire)	$50,000
Medical Expense (Any One Person)	$5,000

covering Bodily Injury, Personal Injury and Property Damage Liability 
occasioned by or arising out or in connection with the use, operation 
and occupancy of the Premises. The Landlord retains the right to require 
reasonable increases in these limits from time to time. Such Commercial 
General Liability insurance policy must cover events that occur during 
the policy period regardless of when the claim is made. This Insurance 
shall be primary insurance to any other insurance that may be available 
to Landlord except for Landlord's sole negligence. Any other insurance 
available to Landlord shall be non-contributing with and excess to this 
Insurance.

15.3	Certificates: Tenant shall deliver to Landlord, concurrent 
with execution of this Lease, certificates of insurance, and, with 
respect to the insurance policy described in subparagraph 15.2(iv) above 
a copy of the Additional Insured - Managers of Lessors of Premises 
Endorsement (CG2011). Such Certificate shall provide an obligation by 
the insurer to notify the Landlord in writing at least 30 days prior to 
cancellation Of non-renewal of any such insurance. Tenant shall deliver 
to Landlord renewal certificate at least 30 days prior to the expiration 
of any insurance policy required hereunder.

15.4	Increased Coverage: Upon demand, Tenant shall provide 
Landlord, at Tenant's expense, with such increased amount of existing 
insurance, and such other insurance as Landlord or Landlord's lender may 
reasonably require to afford Landlord and Landlord's lender adequate 
protection.

15.5	Co-Insurer: If, on account of the failure of Tenant to 
comply with the foregoing provisions, Landlord is adjudged a co-insurer 
by its insurance carrier, then, any loss or damage Landlord shall 
sustain by reason thereof, including attorneys' fees and costs, shall be 
borne by Tenant and shall be immediately paid by Tenant upon receipt of 
a bill therefor and evidence of such loss.

15.6	No Limitation of Liability: Landlord and its Agents make no 
representation that the limits of liability specified to be carried by 
Tenant under this Lease are adequate to protect Tenant. If Tenant 
believes that any such insurance coverage is insufficient, Tenant shall 
provide, at its own expense, such additional insurance as Tenant deems 
adequate.

15.7	Insurance Requirements: All such insurance shall be in a 
form satisfactory to Landlord and shall be carried with companies that 
have a general policy holder's rating of not less than "A" and a 
financial rating of not less than Class "X" in the most current edition 
of Best's Insurance Reports; shall provide that such policies shall not 
be subject to non-renewal or cancellation except after at least thirty 
(30) days' prior written notice to Landlord; and shall be primary as to 
Landlord. The policy or policies, or duly executed certificates for 
them, together with satisfactory evidence of payment of the premium 
thereon shall be deposited with Landlord prior to the Commencement Date, 
and upon renewal of such policies, not less than thirty (30) days prior 
to the expiration of the term of such coverage. If Tenant fails to 
procure and maintain the insurance required hereunder, Landlord may, but 
shall not be required to, order such insurance at Tenant's expense and 
Tenant's reimbursement to Landlord for such amounts shall be deemed 
Additional Rent. Such reimbursement shall include all sums disbursed, 
incurred or deposited by Landlord including Landlord's costs, expenses 
and reasonable attorney's fees with interest thereon at the Agreed 
Interest Rate.

15.8	Landlord's Disclaimer: Landlord and its Agents shall not be 
liable for any loss or damage to persons or property resulting from 
fire, explosion, falling plaster, glass, tile or sheetrock, steam, gas, 
electricity, water or rain which may leak from any part of the Premise, 
or the Building, or from the pipes, appliances or plumbing works therein 
or from the root; street or subsurface or whatsoever, except to the 
extent caused by or due to the sole gross negligence or willful acts of 
Landlord. Tenant shall give prompt written notice to Landlord in case of 
a casualty or accident on or about the Premises.

15.9	Waiver of Subrogation. Notwithstanding anything to the 
contrary contained herein, to the extent of insurance proceeds received 
with respect to the loss, Tenant and Landlord each hereby waive any 
right of recovery against the other party for any loss or damage 
maintained by such other party with respect to the Building, the 
Premises, the contents of same, or any operation therein, whether or not 
such loss is caused by the fault or negligence of such other party. 
Landlord and Tenant shall each obtain from their respective insurers 
under all policies of property, liability, and other insurance 
maintained by either of them at any time during the term hereof insuring 
or covering the Building, the Premises or any portion thereof or 
operations therein, a waiver of all rights of subrogation which the 
insurer of one party might have against the other party, and Landlord 
and Tenant shall each indemnify the other against any loss or expense, 
including reasonable attorneys' fees, resulting trom the failure to 
obtain such waiver.

16. DAMAGE AND DESTRUCTION TO PREMISES

16.1	Landlord's Dutv to Restore: If the Premises or Building is 
damaged by any peril, or by any risk covered by insurance, Landlord 
shall restore the Premises unless the Lease is terminated by Landlord 
pursuant to paragraph 16.2 or by Tenant pursuant to paragraph 16.3. All 
insurance proceeds available from the fire and property damage insurance 
required to be carried pursuant to paragraph 15.2 shall be paid to and 
become the property of Landlord and Tenant shall reimburse Landlord for 
the amount of the deductible thereunder. If this Lease is terminated 
pursuant to either paragraph 15.2 or 15.3, then all insurance proceeds 
available from insurance carried by Tenant which covers loss to property 
that is Landlord's property or would become Landlord's property on the 
termination of this Lease shall be paid to and become the property of 
Landlord. If this Lease is not so terminated, then upon receipt of the 
insurance proceeds (if the loss is covered by insurance) and the 
issuance of all necessary governmental permits, (which Landlord shall 
use best efforts to obtain with all due diligence). Landlord shall 
promptly commence and diligently prosecute to completion the restoration 
of the Premises, to the extent then allowed by law, to substantially the 
same condition in which the Premises were immediately prior to such 
damage. Landlord's obligation to restore shall be limited to the 
structural portion of the Premises and interior improvements constructed 
by Landlord as they existed as of the Commencement Date, and any 
Leasehold Improvements, but not Trade Fixtures and/or personal property 
constructed or installed by Tenant in the Premises.

16.2	Landlord's Right to Terminate: Landlord shall have the 
option to terminate this Lease in the event any of the following occurs, 
which option may be exercised only by delivery to Tenant of a written 
notice of election to terminate within forty-five (45) days after the 
date of such damage:

	16.2.1	The Premises or the Building is damaged by any 
peril and such damage is fully covered (other than any policy deductible 
amount) by available insurance proceeds, to such an extent that the 
estimated cost to restore such damage exceeds thirty-three and one-third 
percent (33-1/3%) of the then actual replacement costs of the Building;

	16.2.2	The Building or the Premises is damaged by any 
peril and such damage is not fully covered by available insurance 
proceeds, to such an extent that the estimated cost to restore such 
damage exceeds five percent (5%) of the then actual replacement cost 
thereof, provided, however, that Tenant can elect to pay for the 
restoration and, in that event, Landlord's option is nullified.

	16.2.3	The Premises or the Building is damaged by any 
peril during the last twelve (12) months of the Lease Term to such an 
extent that the estimated cost to restore equals or exceeds an amount 
equal to six (6) times the Base Monthly Rent; provided, however, that 
Landlord may not terminate this Lease pursuant to this subparagraph if 
Tenant, at the time of such damage, has an express written option to 
further extend the term of this Lease and Tenant exercises such option 
to so further extend the Lease Term within fifteen (15) days following 
the date of such damage in which event Landlord's termination shall be 
nullified.

16.3	Tenant's Right to Terminate:

	16.3.1	If the Premises or any portion of the Building 
is damaged by any peril necessary to Tenant's occupancy of the Premises 
and Landlord does not elect to terminate this Lease pursuant to 
paragraph 16.2, then within forty-five (45) days of the date of damage, 
Landlord shall furnish Tenant with the written opinion of Landlord's 
architect or construction consultant as to when the restoration work 
required of Landlord may be completed with all due diligence. Tenant 
shall have the following option to terminate this Lease either in whole 
or in part in the event any of the following occurs, which option may be 
exercised only by delivery to Landlord of a written notice of election 
to terminate within seven (7) days after Tenant receives from Landlord 
the estimate of the time needed to complete such restoration:

	16.3.1 (i)	Tenant may terminate this Lease if the damage is 
caused by any peril and, in the reasonable opinion of Landlord's 
architect or construction consultant, the restoration of the Premises 
cannot be substantially completed within one hundred eighty (180) days 
after any insurance claims have been adjusted and a building permit and 
all other governmental approvals necessary to repair the damage have 
been obtained; or

	16.3.2 (ii)	Tenant may terminate this Lease if Premises or 
any portion of the Building necessary to Tenant's occupancy of the 
Premises is damaged by any peril during the last year of the Lease and 
(a) such damage affects more than twenty percent (20%) of the rentable 
area within the Premises that would be affected by Tenant's exercise of 
its option to terminate, and (b) such damage cannot be substantially 
restored within ninety (90) days following the date of such damage.

16.4	Abatement of Rent: In the event of damage to the Premises 
which does not result in the termination of this Lease, and provided 
that such damage was not caused by the negligence of Tenant, its 
employees, agents, or contractors, the Base Monthly Rent shall be 
temporarily abated from the date of damage and during the period of 
restoration in proportion to the degree to which Tenant's use of the 
Premises is impaired by such damage, provided however, the amount of 
rent abated shall not exceed the amount of rent loss insurance paid to 
Landlord. Tenant shall not be entitled to any compensation from Landlord 
for loss of Tenant's property or to Tenant's business caused by such 
damage or restoration. Tenant hereby waives the provisions of Section 
1932, Subdivision 2, and Section 1933, Subdivision 4, of the California 
Civil Code, and the provisions of any similar law hereinafter enacted.

17. CONDEMNATION

17.1	Taking of Premises: If all or any part of any of the 
Premises is taken by means of (i) any taking by the exercise of the 
power of eminent domain, whether by legal proceedings or otherwise, (ii) 
a voluntary sale or transfer by Landlord to any condemnor under threat 
of condemnation or while legal proceedings for condemnation are pending, 
or (iii) any taking by inverse condemnation (a "Condemnation"), then 
Landlord shall have the option to terminate this Lease. If all or any 
part of any of the Premises is taken by Condemnation and Premises cannot 
be reconstructed within a reasonable period of time and thereby made 
reasonably suitable for Tenant's continued occupancy, then Tenant shall 
have the option to terminate this Lease. Any such option to terminate by 
either Landlord or Tenant must be exercised within thirty (30) days 
after the date of the taking to be effective as of the date that 
possession of the Premises is taken by the condemnor.

17.2	Restoration Following the Taking: If any part of the 
Premises is taken by Condemnation and this Lease is not terminated, then 
Landlord shall make all repairs and alterations that are reasonably 
necessary to make that which is not taken a complete architectural unit 
including sufficient access, but Landlord shall not be obligated to 
spend more than the amount of any condemnation award recovered by 
Landlord for such restoration. During such repairs or alterations there 
shall be an abatement of rent in the same proportion that the floor area 
of any part of the Premises being so repaired or altered bears to the 
original floor area of the entire Premises.

17.3	Abatement of Rent: Except in the case of a temporary taking, 
if any portion of the Premises is taken by Condemnation and this Lease 
is not terminated, then as of the date possession is taken by the 
Condemnor, the Base Monthly Rent shall be reduced in the same proportion 
that the floor area of any part of the Premises so taken (less any 
addition thereto by reason of any reconstruction) bears to the original 
floor area of all the entire Premises.

17.4	Temporary Taking: If any portion of the Premises is 
temporarily taken by Condemnation for a period which does not extend 
beyond the natural expiration of the Lease Term, then this Lease shall 
continue in full force and effect, and the Base Monthly Rent shall be 
reduced in the same proportion that the floor area of any part of the 
Premises so taken (less any addition thereto by reason of any 
reconstruction) bears to the original floor area of the entire Premises 
except that the Base Monthly Rent reduction shall not exceed the 
available rent abatement insurance proceeds available under loss of 
rents insurance carried by Landlord. If any portion of the Premises is 
temporarily taken by Condemnation for a period which extends beyond the 
natural expiration of the Lease Term, and such taking materially and 
adversely affects Tenant's ability to use the Premises, then Landlord 
and Tenant shall each independently have the option to terminate this 
Lease, effective on the date possession is taken by the condemnor.

17.5	Division of Condemnation Award: Any award made as a result 
of any Condemnation of the Premises shall belong to and be paid to 
Landlord, and Tenant hereby assigns to Landlord all of its right, title 
and interest in any such award, provided, however, that Tenant shall be 
entitled to receive any Condemnation award that is made directly to 
Tenant (i) for the taking within the term of the Lease personal property 
or trade fixtures belonging to Tenant, (ii) for the interruption of 
Tenant's business or its moving costs, or (iii) for loss of Tenant's 
goodwill. The rights of Landlord and Tenant regarding any Condemnation 
shall be determined as provided in this Article, and each party hereby 
waives the provisions of Section 1265.130 of the California Code of 
Civil Procedures allowing either party to petition the Superior Court to 
terminate this Lease in the event of a partial taking of the Premises.

18. TERMINATION AND HOLDOVER

18.1	Surrender of the Premises: Immediately prior to the 
expiration or upon the earlier termination of this Lease, Tenant shall 
remove all Tenant's trade fixtures and other personal property, repair 
all damage caused by the installation and removal of such property, and 
shall vacate and surrender the Premises to Landlord in the same 
condition as existed at the Commencement Date, reasonable wear and tear 
excepted, with all interior and exterior walls cleaned, all interior 
painted surfaces to be repainted in the original color, all holes in 
walls and floors repaired, all carpets shampooed and cleaned, all HVAC 
equipment on or within the Premises in good operating order and in good 
repair, and all floors cleaned and polished, all to the reasonable 
satisfaction of Landlord. Landlord may hire independent contractors to 
inspect any HVAC and electrical systems serving the Premises for the 
purpose of determining whether they have been properly maintained by 
Tenant, and Tenant shall pay the cost thereof within ten (10) days after 
receipt of a statement therefor from Landlord. If Tenant is required to 
remove any Leasehold Improvement then Tenant shall, prior to the 
expiration or earlier termination of this Lease, remove any such 
Leasehold Improvements, repair all damage caused by such removal, and 
restore the Premises to the condition existing prior to the time such 
removed Leasehold Improvements were initially installed. If the Premises 
are not so surrendered at the termination of this Lease, Tenant shall be 
liable to Landlord for all reasonable and necessary costs incurred by 
Landlord in returning the Premises to the required condition, plus 
interest on all costs incurred at the Agreed Interest Rate. Tenant shall 
also furnish, to the Landlord, a copy of a report by an independent 
environmental consultant indicating that there has been no contamination 
as a result of tenant's occupancy; and a copy of an approved closure 
plan from the relevant authorities. Tenant shall indemnify Landlord 
against loss or liability resulting from delay by Tenant in so 
surrendering the Premises, including, without limitation, any claims 
made by any succeeding tenant or losses to Landlord due to lost 
opportunities to lease to succeeding tenants. Any personal property of 
Tenant or any other person left on the Premises after Tenant has 
abandoned and Landlord may dispose of such property in accordance with 
the provisions of California Civil Code Sections 1980-1991. Failure to 
surrender Premises to standards set by this paragraph 18.1 will be 
deemed a month to month holding over, at Landlord's option.

18.2	Holding Over: This Lease shall terminate without further 
notice at the expiration of the Lease Term. Any holding over by Tenant 
after expiration of the Lease Term without Landlord's written consent 
shall not constitute a renewal or extension of the Lease or give Tenant 
any rights in or to the Premises. Any holding over after such expiration 
with the written consent of Landlord shall be construed to be a tenancy 
from month to month on the same terms and conditions herein specified 
insofar as applicable except that Base Monthly Rent shall be increased 
in an amount equal to one hundred fifty percent (150%) of the Base 
Monthly Rent required during the last month of the Lease Term.

19. ASSIGNMENT AND SUBLETTING

19.1	By Tenant: Tenant shall not sublet all or any part of the 
Premises or assign or encumber any of its interest in this Lease, 
whether voluntary or by operation of law.

19.2	By Landlord: Landlord and its successors in interest shall 
have the right to transfer their interest in the Premises at any time 
and to any person or entity. In the event of any such transfer, the 
Landlord originally named herein (and in the case of any subsequent 
transfer, the transferor), from the date of such transfer, (i) shall be 
relieved of all further liability for the performance of the obligations 
of the Landlord hereunder accruing after the effective transfer date, to 
the extent that transferee agrees in writing to assume and be bound by 
the terms of this Lease and to perform all obligations of the landlord 
hereunder and (ii) in the event of such assumption, shall be 
automatically relieved, without any further act by any person or entity, 
of all liability for the performance of the obligations of the Landlord 
hereunder that may accrue after the date of transfer. As used herein, 
the term "Landlord shall mean the Landlord originally named herein, but 
following any transfer of its interest in the Premises, the term 
"Landlord" shall transfer of its interest in the Premises, the term 
"Landlord" shall thereafter mean the transferee of such interest.

20. INDEMNITY

Tenant hereby waives all claims against Landlord for damage to any 
property or injury or death of any person in, upon or about the Premises 
arising at any time and from any cause other than solely by reason of 
the negligence or willful act of Landlord, its employees or contractors, 
and Tenant shall hold Landlord harmless from any damage to any property 
or injury to or death of any person arising from the use of the 
Premises, the Building, or the Property by Tenant, its agents, 
employees, contractors and invites, except such as is caused solely by 
the negligence or willful act of Landlord, its contractors or employees. 
The foregoing indemnity obligation of Tenant shall include reasonable 
attorneys' fees, investigation costs and all other reasonable costs and 
expenses incurred by Landlord from the first notice that any claim or 
demand is to be made or may be made. The provisions of this Article 20 
shall survive the termination of this Lease with respect to any damage, 
injury or death occurring prior to such termination.

21. DEFAULT AND REMEDIES

21.1	Events of Tenant's Default: Tenant shall be in default of 
its obligations under this Lease if any of the following events occurs:

	21.1.1	Tenant fails to pay any Base Monthly Rent or 
Additional Rent due pursuant to paragraph 10.2, when due;

	21.1.2	Tenant fails to pay any sum, other than Base 
Monthly Rent and additional rent pursuant to paragraph 10.2 hereunder, 
when due and such failure is not cured within seven (7) days after 
written notice that such payment was due; or

	21.1.3	Tenant fails to perform any term, covenant, or 
condition of this Lease except those requiring the payment of money to 
Landlord and Tenant fails to cure such default within ten (10) days 
after delivery of written notice from Landlord specifying the nature of 
such default where such default could reasonably be cured within said 
ten (10) day period, or fails to commence such cure within said ten (10) 
day period and thereafter continually with due diligence prosecute such 
cure to completion where such default cannot reasonably be cured within 
said ten (10) day period; or

	21.1.4	Tenant makes a general assignment of its assets 
for the benefit of its creditors; or

	21.1.5	There occurs an attachment of, execution on, the 
appointment of a custodian or receiver with respect to, or other 
judicial seizure of substantially all of Tenant's assets, any property 
of Tenant essential to the conduct of Tenant's business in the Premises, 
or the leasehold created by this Lease, and Tenant fails to obtain a 
return or release of such property within thirty (30) days thereafter or 
prior to sale or other disposition, whichever is earlier, or

	21.1.6	Tenant abandons the Premises; or

	21.1.7	A court makes or enters any decree or order with 
respect to Tenant or Tenant submits to or seeks a decree or order (or a 
petition or pleading is filed in connection therewith) which: (i) grants 
or constitutes (or seeks) an order for relief, appointment of a trustee, 
or confirmation of a reorganization plan under the bankruptcy laws of 
the United States, (ii) approves as properly filed (or seeks such 
approval of) a petition seeking liquidation or reorganization under said 
bankruptcy laws or any other debtor's relief law or statute of the 
United States or any state thereof; or (iii) otherwise directs (or 
seeks) the winding up or liquidation of Tenant; provided, however, that 
if any such petition, decree or order is not voluntarily filed or made 
by Tenant, that Tenant shall not be in default;dull until such petition, 
decree or order is not voluntarily filed or made by Tenant, that Tenant 
shall not be in default until such petition, decree or order remains 
undischarged for a period of thirty (30) days.

21.2	Landlord's Remedies: In the event of any default by Tenant, 
Landlord shall have the following remedies, in addition to all other 
rights and remedies provided by any Law or otherwise provided in this 
Lease, to which Landlord may resort cumulatively, or in the alternative:

	21.2.1	Landlord may, at Landlord's election, keep this 
Lease in effect and enforce by an action at law or in equity all of its 
rights and remedies under the Lease, including (i) the right to recover 
the rent and other sums as they become due by appropriate legal action, 
(ii) the right to make payments required of Tenant or perform Tenant's 
obligations and be reimbursed-Lourdes by Tenant for the cost thereof 
with interest at 5% per month from the date the sum is paid by Landlord 
until Landlord is reimbursed by Tenant, (iii) the remedies of injunctive 
relief and specific performance to compel Tenant to perform its 
obligations under this Lease, to the extent permitted by law, and (iv) 
the right to cause a receiver to be appointed to administer the 
Premises.

	21.2.2	In the event Tenant breaches this Lease and 
abandons the Premises, this Lease shall not terminate unless Landlord 
gives Tenant written notice of its election to so terminate this Lease, 
which Landlord may do at the time of such breach and abandonment or at 
any time thereafter and which shall cause this Lease to terminate, 
regardless of whether Landlord has theretofore exercised any other of 
its remedies. No act by or on behalf of Landlord intended to mitigate 
the adverse effect of such breach will constitute a termination of 
Tenant's right to possession unless Landlord gives Tenant written notice 
of termination. Should Landlord not terminate this Lease by giving 
Tenant written notice, Landlord may enforce all its rights and remedies 
under this Lease, including the right to recover the rent as it becomes 
due under the Lease as provided in California Civil Code Section 1951.4.

	21.2.3	Landlord may, at Landlord's election, terminate 
this Lease by giving Tenant written notice and on the date specified in 
such notice, Tenant's right to possession shall terminate, and this 
Lease shall terminate. No act by or on behalf of Landlord intended to 
mitigate the adverse effect of Tenant's default shall constitute a 
termination of the Lease or Tenant's right of possession unless Landlord 
gives Tenant written notice of termination. Any such termination shall 
not relieve Tenant from the payment of any sums then due Landlord or 
from any claim for damages resulting from Tenant's default. Following 
termination of the Lease, and without prejudice to any other remedies 
Landlord may have, Landlord may then or any time thereafter (i) 
peaceably re-enter the Premises upon voluntary surrender by Tenant or 
expel or remove Tenant therefrom together with any other persons 
occupying it, using such legal proceedings as are then available, (ii) 
repossess and use the Premises or re-let it or any part thereof for such 
term, at such rent, and upon such other terms and conditions as Landlord 
in its sole discretion may determine, and (iii) remove all property of 
Tenant therefrom at Tenant's expense.

	21.2.4	In the event Landlord terminates this Lease, 
Landlord shall be entitled, at Landlord's election, to damages in an 
amount as set forth in California Civil Code Section 1951.2. For 
purposes of computing damages pursuant to said Section 1951.2, (i) the 
Agreed Interest Rate shall be used where permitted, and (ii) rent due 
under this Lease shall include the Base Monthly Rent and the additional 
rent due under Articles 10 and 11, determined on a monthly basis where 
necessary to compute such damages. Such damages shall include without 
limitation:

	21.2.4(1) The worth at the time of award of the amount by 
which the unpaid rent for the balance of the term after the time of 
award exceeds the amount of such rental loss that Tenant proves could be 
reasonably avoided, computed by discounting such amount at the discount 
rate of the Federal Reserve Bank of San Francisco at the time of award 
plus two percent (2%); and

	21.2.4(2) Any other amount necessary to compensate Landlord 
for all detriment caused by Tenant's failure to perform Tenant's 
obligations under this Lease, including, without limitation, the 
reasonable and necessary: (i) expenses for cleaning, repairing or 
restoring the Premises; (ii) expenses for altering, remodeling or 
otherwise improving the Premises for the purpose of reletting, including 
installation of Leasehold Improvements (whether such installation be 
funded by a reduction of rent, direct payment or allowance to a new 
tenant, or otherwise); (iii) broker's fees, advertising costs and other 
expenses of reletting the Premises; (iv) costs of carrying the Premises, 
such as taxes, insurance premiums, utilities, and security precautions; 
(v) expenses in retaking possession of the Premises; and (vi) attorneys' 
fees and court costs incurred by Landlord in retaking possession of the 
Premises and in re-leasing the Premises or otherwise incurred as a 
result of Tenant's default.

	21.2.5	Nothing in this paragraph shall limit Landlord's 
right to indemnification from Tenant.

	21.2.6	Tenant hereby waives all right now or hereafter 
existing to redeem the Premises after termination pursuant to this 
Article or by order or judgment of any court or by any legal process.

21.3	Landlord's Default: Landlord shall be deemed in default 
hereunder only if Landlord fails to perform any of its obligations under 
this Lease and fails to cure such default within thirty (30) days after 
written notice from Tenant specifying the nature of such default where 
such default could reasonably be cured within said thirty (30) day 
period, or fails to commence such cure within said thirty (30) day 
period and thereafter continuously with due diligence prosecute such 
cure to completion where such default could not reasonably be cured 
within said thirty (30) day period.

21.4	Waiver: One party's consent to or approval of any act by the 
other party requiring the first party's consent or approval shall not be 
deemed to waive or render unnecessary the first party's consent to or 
approval of any subsequent similar act by the other party. The receipt 
by Landlord of any rent or payment with or without knowledge of the 
breach of any other provision hereof shall not be deemed a waiver of any 
such breach unless such waiver is in writing and signed by Landlord. No 
delay or omission in the exercise of any right or remedy accruing to 
either party upon any breach by the other party under this Lease shall 
impair such right or remedy or be construed as a waiver of any such 
breach theretofore or thereafter occurring. The waiver by either party 
of any breach of any provision of this Lease shall not be deemed to be a 
waiver of any subsequent breach of the same or any other provisions 
herein contained.

22. LANDLORD'S RIGHT TO ENTER

Landlord or its agents may enter the Premises at any reasonable 
time upon twenty-four (24) hour prior notice in writing or by telephone, 
except in case of emergency, for the purpose of (i) inspecting the same, 
(ii) posting notices of nonresponsibility, (iii) supplying any service 
to be provided by Landlord to Tenant, (iv) showing the Premises to 
prospective purchasers, mortgagees or tenants, (v) making necessary 
alterations, additions or repairs required or permitted to be made, (vi) 
placing upon the Premises ordinary "for sale" signs reasonably located, 
(vii) In the absence of Tenant exercising its option to renew within the 
time period prescribed in paragraph 35.1.1, placing upon the Premises 
ordinary "For Lease" signs, (viii) in case of any emergency and/or (ix) 
to determine whether Tenant is complying with its obligations hereunder. 
Tenant hereby waives any claims for damages for any injury or 
inconvenience or interference with Tenant's business, or any loss of 
occupancy or quiet enjoyment of the Premises, or any other loss 
occasioned by such entry. For each of the aforesaid purposes, Landlord 
may enter the Premises by means of a master key, and Landlord shall have 
the right to use any means Landlord may deem necessary to enter the 
Premises in an emergency and any entry to the Premises obtained by 
Landlord by any of said means, or otherwise, shall not under any 
circumstances be construed or deemed to be a forcible or unlawful entry 
into, or a detainer of, the Premises, or an eviction (actual or 
constructive) of Tenant from the Premises or any portion thereof.

23. SUBORDINATION

23.1	This Lease, and any Option granted hereby, at Landlord's 
option, shall be subordinate to any ground lease, mortgage, deed of 
trust, or any other hypothecation or security now or hereafter placed 
upon the Property and to any and all advances made on the security 
thereof and to all renewals, modifications, consolidations, replacements 
and extensions thereof. Such subordination shall be conditioned upon a 
commitment contained in the document evidencing the senior obligation, 
or written commitment from the holder thereof, that, notwithstanding 
such subordination, Tenant's right to quiet possession of the Premises 
shall not be disturbed if Tenant is not in default and so long as Tenant 
shall pay the rent and observe and perform all of the provisions of this 
Lease, unless this Lease is otherwise terminated pursuant to its terms. 
If any mortgagee, trustee or ground Landlord shall elect to have this 
Lease and any Option granted hereby prior to the lien of its mortgage, 
deed of trust or ground lease, and shall give written notice thereof to 
Tenant, this Lease and such Option shall be deemed prior to such 
mortgage, deed of trust or ground lease, whether this Lease or such 
Option are dated prior or subsequent to the date of said mortgage, deed 
of trust or ground lease or the date of recording thereof.

23.2	Tenant agrees to execute any documents required to 
effectuate an attornment, a subordination or to make this Lease or any 
Option granted herein prior to the lien of any mortgage, deed of trust 
or ground lease, as the case may be. Tenant's failure to execute such 
documents within ten (10) days after written demand shall constitute a 
material default by Tenant hereunder without further notice to Tenant 
or, at Landlord's option, Landlord shall execute such documents on 
behalf of Tenant as Tenant's attorney-in-fact. Tenant does hereby make, 
constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact 
and in Tenant's name, place and stead, to execute such documents in 
accordance with this paragraph 23.

24. TENANT'S ATTORNMENT

Tenant shall attorn (i) to any purchaser of the Premises at any 
foreclosure sale or private sale conducted pursuant to any security 
instrument encumbering the Premises, or (ii) to any grantee or 
transferee designated in any deed given in lieu of foreclosure.

25. MORTGAGEE PROTECTION

In the event of any default on the part of Landlord, Tenant will 
give notice by registered mail to any Lender whose name has been 
provided to Tenant and shall otter such Lender a reasonable opportunity 
to cure the default, including time to obtain possession of the Premises 
by power of sale or judicial foreclosure or other appropriate legal 
proceedings, if such should prove necessary to effect a cure.

26. ESTOPPEL CERTIFICATE AND FINANCIAL STATEMENTS

Tenant agrees, following any request by Landlord, to promptly 
execute and deliver to Landlord an estoppel certificate upon which 
Landlord and any others it designates may rely (i) certifying that this 
Lease is unmodified and in full force and effect, or, if modified, 
stating the nature of such modification and certifying that this Lease, 
as so modified, is in full force and effect, (ii) stating the date to 
which the rent and other charges are paid in advance, if any, (iii) 
acknowledging that there are not, to Tenant's knowledge, any uncured 
defaults on the part of Landlord hereunder, or if there are stating 
their nature, and (iv) certifying such other information about the Lease 
as may be reasonably required by Landlord. Tenant's failure to deliver 
an estoppel certificate within ten (10) days after delivery of 
Landlord's request therefor shall be a conclusive admission by Tenant 
that, as of the date of the request for such statement, (i) this Lease 
is unmodified except as may be represented by Landlord in said request 
and is in full force and effect, (ii) there are no uncured defaults in 
Landlord's performance, and (iii) no rent has been paid in advance. At 
any time during the Lease Term, Tenant shall, upon ten (10) days prior 
written notice from Landlord, provide Tenant's most recent financial 
statement and financial statements covering the twenty-four (24) months 
prior to the date of such most recent financial statement to any 
existing Lender or to any potential Lender or buyer of the Premises. 
Such statements shall be prepared in accordance with generally accepted 
accounting principles and, if such is the normal practice of Tenant, 
shall be audited by an independent certified public accountant.

27. FORCE MAJEURE

Any prevention or delay due to strikes, lockouts, inclement 
weather, labor disputes, inability to obtain labor, materials, fuels or 
reasonable substitutes therefore, governmental restrictions, 
regulations, action or inaction, civil commotion, fire or other acts of 
God, or other causes beyond the reasonable control of the party 
obligated to perform (except financial inability) shall excuse the 
performance, for a period equal to the period of any said prevention or 
delay, of any obligation hereunder except the obligation of Tenant to 
pay rent.

28. NOTICES

All notices and demands which may or are required to be given by 
either party to the other hereunder shall be in writing and shall be 
deemed to have been fully given when deposited in the United States 
mail, certified or registered, postage prepaid, and addressed as 
follows: to Tenant, at 500 McCarthy Boulevard, Milpitas, CA 95035, or to 
such other place as Tenant may from time to time designate in a notice 
to Landlord; to Landlord c/o GSIC Realty Corporation, 255 Shoreline 
Drive, Suite 600, Redwood City, California 94065 or to such other place 
as Landlord may from time to time designate in a notice to Tenant. 
Tenant hereby appoints as its agent to receive the service of all 
dispossessor or distraint proceedings and notices thereunder the person 
in charge of or occupying the Premises at the time, and, if no person 
shall be in charge of or occupying the same, then such service may be 
made by attaching the same on the main entrance of the Premises.

29. ATTORNEY'S FEES

If as a result of any breach or default in the performance of any 
of the provisions of this Lease, Landlord uses the services of an 
attorney in order to secure compliance with such provisions or recover 
damages therefor, or to terminate this Lease or evict Tenant, Tenant 
shall reimburse Landlord upon demand for any and all attorneys' fees and 
expenses so incurred by Landlord, provided that if Tenant shall be the 
prevailing party in any legal action brought by Landlord against Tenant, 
Tenant shall be entitled to recover for the fees of its attorneys in 
such amount as the court may adjudge reasonable.

30. CORPORATE AUTHORITY

If Tenant is a corporation (or a partnership), each individual 
executing this Lease on behalf of said corporation (or partnership) 
represents and warrants that he or she is duly authorized to execute and 
deliver this Lease on behalf of said corporation (or partnership in 
accordance with the partnership agreement of said partnership) and that 
this Lease is binding upon said corporation (or partnership) in 
accordance with its terms. If Tenant is a corporation, Tenant shall, 
concurrently with execution of this Lease, deliver to Landlord a 
certified copy of the resolution of the board of directors of said 
corporation authorizing or ratifying the execution of this Lease.

31. MISCELLANEOUS

31.1	Should any provision of this Lease prove to be invalid or 
illegal, such invalidity or illegality shall in no way affect, impair or 
invalidate any other provision hereof, and such remaining provisions 
shall remain in full force and effect. Time is of the essence with 
respect to the performance of every provision of this Lease in which 
time of performance is a factor. Any executed copy of this Lease shall 
be deemed an original for all purposes. This Lease shall, subject to the 
provisions regarding assignment, apply to and bind the respective heirs, 
successors, executors, administrators and assigns of Landlord and 
Tenant. If Tenant consists of more than one person or entity, then all 
members of Tenant shall be jointly and severally liable hereunder. This 
Lease shall be construed and enforced in accordance with the laws of the 
State of California. The language in all parts of this Lease shall in 
all cases be construed as a whole according to its fair meaning, and not 
strictly for or against either Landlord or Tenant. The captions used in 
this Lease are for convenience only and shall not be considered in the 
construction or interpretation of any provision hereof. When the context 
of this Lease requires, the neuter gender includes the masculine, the 
feminine, a partnership or corporation or joint venture, and the 
singular includes the plural. The terms "shall", "will", and "agree" are 
mandatory. The term "may" is permissive. When a party is required to do 
something by this Lease, it shall do so at its sole cost and expense 
without right of reimbursement from the other party unless specific 
provision is made therefor. Landlord shall not become or be deemed a 
partner or a joint venturer of Tenant by reason of this Lease.

31.2	In the event that the original Landlord hereunder, or any 
successor owner of the Property, shall sell or convey the Property, all 
liabilities and obligations on the part of the original Landlord, or 
such successor owner, under this Lease, accruing after such transfer 
shall terminate, and thereupon all such liabilities and obligations 
shall be binding upon the new owner. Tenant agrees to attorn to such new 
owner.

32. LIMITATION ON TENANT'S RECOURSE

The liability of Landlord under this Lease shall be, and is hereby 
limited to, Landlord's interest in the Property, and no other assets of 
Landlord shall be affected by reason of any liability which Landlord may 
have to Tenant or to any other person by reason of this Lease.

33. BROKERAGE COMMISSIONS

Tenant warrants that it has not had any dealings with any real 
estate brokers or salesmen or incurred any obligations for the payment 
of real estate brokerage Commissions or finder's fees which would be 
earned or due and payable by reason of the execution of this Lease other 
than Cornish & Carey Oncor International paid by Landlord pursuant to 
Listing Agreement between J. R. Parrish, Inc. and Landlord. Tenant 
agrees to indemnify, defend, and hold Landlord harmless from and against 
any claim by any other broker, agent, or other person claiming a 
commission or other form of compensation by virtue of having dealt with 
Tenant with regard to this Lease.

34. RULES AND REGULATIONS

Tenant shall, after notice thereof, comply with any rules and 
regulations which may from time to time be promulgated by Landlord with 
respect to the use of the Premises or the Property, and any amendments 
or modifications thereof ("Rules and Regulations"). Landlord shall not 
be responsible to Tenant for the violation of the Rules and Regulations 
by any other tenant or occupant of the Property.

35. OPTIONS TO EXTEND LEASE

35.1	At the expiration of the initial term, and if Tenant is not 
in default of any of the terms and conditions of this Lease, Tenant 
shall have one option (the "First Option") to extend this Lease for an 
additional twenty-four (24) month term (from August 1, 1996 to July 31, 
1998) (the "First Extended Term") for the Premises. Base Monthly Rent 
for the First Extended Term shall be sixty thousand six hundred sixty 
and 60/100 dollars ($60,660.60). Such option will require at least four 
(4) months advance written notice, and must be exercised no earlier than 
February 1, 1996 nor later than April 1, 1996.

35.2	At the expiration of the First Extended Term, and if Tenant 
is not in default of any of the terms and conditions of this Lease, 
Tenant shall have one option (the "Second Option") to extend this Lease 
for an additional twenty-tour (24) month term (from August 1, 1998 - 
July 31, 2000) (the "Second Extended Term") for the Premises. Base 
Monthly Rent for the Second Extended Term shall be at 95% of fair market 
net rental value as defined below, but no less than the Base Monthly 
Rental in the last month of the First Extended Term. Such option will 
require at least tour (4) months advance written notice, and must be 
exercised no earlier than February 1, 1998 nor later than April 1, 1998. 
Landlord and Tenant shall meet, negotiate and attempt to agree upon the 
fair market net rental value for the Premises for the Second Extended 
Term. If Landlord and Tenant have not agreed in writing on such fair 
market net rental value within thirty (30) days after Landlord's receipt 
of Tenant's written notice of exercise of the Third Option, then upon 
written notice of either party to the other requesting a determination 
of such fair market net rental value by real estate brokers, such fair 
market net rental value shall be determined by real estate brokers in 
accordance with the terms of sub-paragraph 35. 3.1 below.

	35.2.1	Each party shall select (and pay the fees of) a 
disinterested real estate broker with at least five (S) years of 
commercial real estate experience in Santa Clara County. Each party 
shall, within ten (10) days after the notice of request for the 
determination of fair market net rental value by brokers, notify the 
other party of the name and address of the real estate broker selected 
by such party. If either Landlord or Tenant shall fail timely to so 
select a broker, the selected broker shall select the second broker 
(subject to the above selection criteria) within ten (10) days after the 
failure of Landlord or Tenant, as the case may be, to so select. The two 
brokers selected shall attempt to determine the fair market net rental 
value of the Premises. The term "fair market net rental value" as used 
in this Lease shall mean the rental rate per square foot prevailing at 
the commencement of the extended term for leases with terms of five (S) 
years or less then being entered into for uses permitted under paragraph 
6 of this Lease of premises comparable to the Premises in Santa Clara 
County. The decision of each broker shall be in writing and a copy 
thereof shall be given to Landlord and Tenant promptly after such 
decisions are rendered. In the event that within thirty (30) days after 
the first of such notices of request for determination of said fair 
market net rental value by brokers is received the two selected brokers 
cannot agree upon said fair market net rental value, then they shall 
select a third disinterested real estate broker with at least five (S) 
years of commercial real estate experience in Santa Clara County. The 
fees of the third broker shall be borne equally by Landlord and Tenant. 
In the event a third such broker has not been selected within five (S) 
days following the expiration of said thirty (30) day period, then the 
third broker shall be selected by the then presiding Judge of the 
Superior Court in and for the County of Santa Clara. The third broker 
shall select either the Landlord's broker's opinion of the fair market 
net rental value of the Premises or the Tenant's broker's opinion of 
such fair market net rental value. Until such time as the Basic Rent is 
determined as aforesaid, Tenant shall pay as Base Monthly Rent for the 
Premises rental at the rate which was last in effect under this Lease, 
and upon the final resolution of such rent pursuant to the foregoing, 
the parties shall forthwith settle accounts and either pay or return an 
appropriate amount to reflect such resolution.

	35.3	All of the terms, covenants and conditions of this 
Lease shall remain in effect during each of the First and Second 
Extended Terms (collectively, the "Extended Terms" and in the singular, 
an "Extended Term"). The First and Second Options (collectively, the 
"Options" and in the singular, an "Option") are personal to Tenant. If 
Tenant subleases any portion of the Premises or assigns or otherwise 
transfers any interest under the Lease prior to the exercise of an 
Option, the option rights shall terminate. If Tenant subleases any 
portion of the Premises or assigns or otherwise transfers any interest 
of Tenant under the Lease after the exercise of an Option but prior to 
the commencement of the Extended Term of the Option, such Option shall 
terminate and the Term of the Lease shall expire as if the Option were 
not exercised.

	35.4	If Tenant fails to deliver to Landlord written notice 
of the exercise of any of the Options within the time period prescribed 
above, the Option and all subsequent Options if any shall lapse, and 
there shall be no further right to extend the Term. "Term", as used in 
the Lease, shall be deemed to include the Extended Term or Extended 
Terms of the exercised Option or Options. Each Option shall be 
exercisable by Tenant on the express conditions that (i) at all times 
prior to the exercise of an Option, and thereafter at all times prior to 
the commencement of an Extended Term, no default shall have occurred 
under the Lease and (ii) Tenant has not been late in the payment of rent 
more than a total of three (3) times during the Term of the Lease.

36. OPTION TO TERMINATE LEASE

Tenant may terminate the Lease at the end of the twenty-fourth 
month of the Term by giving to the Landlord written notice at least one 
hundred and twenty (120) days prior to the end of the twenty-fourth 
month of the Lease together with the payment of the amount of one 
hundred and fifty thousand dollars ($150,000) to the Landlord.

37. ENTIRE AGREEMENT

The Lease, and Exhibits A through C, which are executed by 
Landlord and Tenant concurrently with this Lease and are attached hereto 
(and by this reference incorporated herein), are the entire agreement 
between the parties, and there are no binding agreements or 
representations between the parties except as expressed herein. Landlord 
and Tenant each expressly waive all claims for damage by reason of any 
statement, representation, warranty, promise or other agreement by 
Landlord or Tenant or their respective agent(s), if any, not contained 
in this Lease or in any addendum or amendment hereto. No subsequent 
change or addition to this Lease shall be binding unless in writing and 
signed by the parties hereto.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Leased 
with the intent to be legally bound thereby.


Tenant:	Quantum Corporation
By:		Joseph T. Rodgers
Its:		Executive Vice President, Finance

Landlord:	Milpitas Realty Delaware, Inc.
By:		S. Bradford
Its:		Senior Investment Manager

By:		
Its:		Senior Investment Officer

EXHIBIT A-1 IS A MAP OF THE PREMISES
EXHIBIT A-2 IS A PROPERTY MAP INCLUDING THE OUTLINING STREETS

EXHIBIT B - Tenant Improvements - BELOW

1.	Landlord's Work.

Tenant shall accept, and Landlord shall deliver subject Premises in "as 
is" condition and repair, with all existing overhead doors/load 
levelers, lighting, plumbing, roof membrane, mechanical and electrical 
systems in good working order. Landlord shall also perform, at its own 
expense, the following items in the Premises:

	(a) Toxic Materials: Landlord will furnish Lessee with the 
"G.E. Calma Closure Plan" for the premises on file with the city of 
Milpitas, for Tenant's review and approval. Landlord will be responsible 
for the removal, if required, of any toxic materials discovered or known 
to exist on the site prior to August 1, 1993, including the removal of 
any asbestos tiles or carpet.

	(b) Compliance with ADA: As of the Lease execution date, 
Landlord shall, where required by any applicable authority including but 
not limited to this American with Disabilities Act of 1990, state, 
local, or municipal ordinances, cause to be constructed any exterior 
modifications to the existing structure required by such applicable 
authority in order to secure a Certificate of Occupancy. Tenant shall 
bear the cost of any such ADA or other accessibility modifications 
necessary due to Tenant's interior modifications or improvements to the 
premises.

2.	Tenant Improvements.

	(a) Except as provided in paragraph 1 above, Tenant shall 
construct and install in the Leased Premises improvements (the "Tenant 
Improvements") necessary or desirable for Tenant's use and occupancy 
pursuant to plans and specifications approved by Landlord as provided 
herein.

	(b) Tenant shall commence the Tenant Improvements as soon as 
reasonably possible after execution of the Lease, and shall continuously 
and diligently pursue such work to completion, as described in paragraph 
7 below.

	(c) Tenant shall be allowed to remove portions of the 
existing interior improvements ("Demolition"), prior to installation of 
Tenant Improvements. Such Demolition shall be defined as part of the 
Plans and subject to Landlord's prior written approval. Tenant will not 
be required to replace such removed interior improvements at lease 
termination.

3.	Plan Approval.

	(a) Tenant shall submit to Landlord complete, finished 
architectural drawings and specifications (the "Plans") for the 
Demolition and the Tenant Improvements. Tenant's Plans shall be subject 
to Landlord's approval, which approval shall not unreasonably be 
withheld. Landlord shall notify Tenant of its approval or disapproval of 
Tenant's Plans, and if Landlord disapproves Tenant's Plans, the 
revisions that Landlord requires to obtain approval. Tenant and Tenant's 
architect or engineer shall meet with Landlord and/or Landlord's 
architect or engineer within a reasonable period of time after any 
request for such meeting by Landlord to answer questions or provide 
additional information with respect to Tenant's Plans. As promptly as 
reasonably possible thereafter, Tenant shall submit to Landlord modified 
Tenant Plans incorporating the revisions required by Landlord. The 
modified Tenant Plans shall be subject to Landlord's approval, which 
approval shall not unreasonably be withheld. The final Tenant Plans and 
specifications approved by Landlord shall be referred to as the "Final 
Plans".

	(b) Tenant shall cause two sets of reproducible Final Plans, 
marked final pricing and construction to be delivered to Landlord within 
5 days after Landlord's approval of Final Plans.

	(c) Tenant may engage, at Tenant's sole expense, an 
architectural firm of its choice for preparation of the Plans subject to 
Landlord's approval, which approval shall not unreasonably be withheld, 
provided that such firm is duly licensed by the State of California.

	(d) Tenant shall not commence any work in the demised 
premises until Landlord has finally approved the Plans.

4.	Demolition and Tenant Improvement Allowance.

	(a) Landlord shall pay Tenant Improvement Costs (as defined 
below) up to $466,620 (the "Tenant Improvement Allowance") and Tenant 
shall pay the Tenant Improvement Costs in excess of the Tenant 
Improvement Allowance. Landlord shall not be obligated to pay any costs 
or expenses of any kind in connection with the Tenant Improvements in 
excess of the Tenant Improvement Allowance. Landlord shall pay the 
Tenant Improvement Allowance (or the cost of the Tenant Improvements, 
whichever is less) to Tenant pursuant to the provisions of paragraph 6 
below.

	(b) Tenant Improvement Costs may include all hard costs of 
construction, for improvements installed by Tenant in the Leased 
Premises, permitting fees and the fees of Tenant's architect and 
engineer. Tenant Improvement Costs shall not include any of Tenant's 
equipment or other personal property or trade fixtures.

	(c) Before August 1, 1993, Tenant may request Landlord to 
pay an Additional Improvement Allowance of up to $466,620, and Landlord 
shall recover the amount paid as additional rent at the rate of $.033 
per month for each of the thirty-six months of the Term for every $1 of 
Additional Improvement Allowance. When the Option to Terminate the Lease 
is exercised, Tenant shall reimburse Landlord in a lump sum the 
equivalent amount of $0.40 for every $1 of Additional Improvement 
Allowance.

5.	Construction Requirements.

	(a) Tenant shall employ a general contractor for the 
Demolition and Tenant Improvements duly licensed in the State of 
California and approved by Landlord, which approval shall not 
unreasonably be withheld. Upon request by Landlord, Tenant shall deliver 
to Landlord a copy of the construction contract entered into by Tenant 
and the general contractor. Construction of the Tenant Improvements 
shall be subject to Landlord's policies and schedules and shall be 
conducted in such a way as not to hinder, cause any disharmony with or 
delay work of improvements in the Building or the Property. Tenant's 
contractors shall employ only such labor as will not result in 
jurisdictional disputes or strikes or cause his harmony with other 
workers employed in the Building or the Property. The Tenant 
Improvements shall be constructed in a good and workmanlike manner and 
shall comply with all laws, codes and ordinances having jurisdiction 
over the Property.

	(b) Not less than 10 days prior to the date Tenant desires 
to commence the Demolition or the Tenant Improvements, it shall give a 
written request to Landlord setting forth or accompanied by all of the 
following:

	(l) A description and schedule for the work to be performed;

	(2) The names and addresses of all contractors, 
subcontractors and material suppliers who will construct the Tenant 
Improvements;

	(3) The approximate number of individuals, itemized by 
trade, who will be present in the demised premises;

	(4) Copies of all licenses and permits which may be required 
in connection with the Tenant Improvements;

	(5) Certificates of insurance indicating compliance with the 
insurance requirements set forth in Article 15 of the Lease;

	(6) Lien and completion bonds in an amount not less than the 
total Tenant Improvement Costs; and, at Landlord's request, evidence of 
the availability of funds sufficient to pay the Tenant Improvement Costs 
in excess of the Tenant Improvement Allowance.

All of the foregoing shall be subject to Landlord's approval, 
which approval shall not unreasonably be withheld.

	(c) If, in Landlord's opinion, any supplier, contractor or 
workman constructing the Tenant Improvements hinders or delays, directly 
or indirectly, any other work of improvement in the Building or the 
Property or performs any work which may or does impair the quality, 
integrity or performance of any portion of the Building or the Property, 
Landlord shall give notice to Tenant and immediately thereafter, Tenant 
shall cause such supplier, contractor or workman immediately to remove 
all of its tools, equipment and materials and to cease working in the 
Building. As additional rent under the Lease, Tenant shall reimburse 
Landlord for any repairs or corrections of any portion of the Building 
or the Property or the cost of any delays in work in the Building or the 
Property caused by or resulting from the actions or omissions of anyone 
constructing the Tenant Improvements.

	(d) During the progress of the work to be done by Tenant, 
such work shall be subject to inspection by representatives of Landlord 
who shall be permitted access and the opportunity to inspect, at all 
reasonable times, but this provision shall not in any way whatsoever 
create any obligation on Landlord to conduct such an inspection.

6.	Disbursements

Landlord shall disburse the Demolition Allowance and Tenant 
Improvement Allowance to Tenant upon completion of each phase of the 
work, based on work completed, within 20 days after Tenant's application 
for payment and submission of the items listed below, subject to a ten 
percent (10%) retention to be disbursed to Tenant upon completion as 
described in paragraph 7 below.

	1.	An executed AIA Payment Application certified by 
Tenant's architect;

	2.	Partial or full lien releases, as appropriate, from 
all subcontractors.

Such progress payments shall be in an amount equal to the 
proportion which the Tenant Improvement Allowance bears to the Tenant 
Improvement Costs.

7.	Completion.

	(a)	Upon completion of the Tenant Improvements, Tenant 
shall pay the general contractor the balance of all sums due in 
connection with the Tenant Improvements and deliver to Landlord (i) lien 
waivers from all contractors, subcontractors and suppliers of materials 
and equipment; (ii) an affidavit executed by the general contractor 
certifying the cost of the Tenant Improvements and stating that it has 
delivered to Landlord lien waivers from all subcontractors and suppliers 
and that the contractor has paid all debts or settled all claims for 
labor and materials in connection with the Tenant Improvements; and 
(iii) an affidavit executed by Tenant that all contractors and suppliers 
in connection with the Tenant Improvements have been paid.

	(b) The Tenant Improvements shall be deemed completed when 
Tenant has complied with paragraph 7(a) and when Tenant's Architect 
shall furnish a certificate of substantial completion confirming that 
the Tenant Improvements have been substantially completed in accordance 
with the Plans and when a Certificate of Occupancy shall be issued with 
respect to the demised premises by the local authority having 
jurisdiction thereof.

	(c) Tenant shall, at Tenant's expense, deliver to Landlord a 
set of "as-built" plans and specifications for Tenant Improvements upon 
completion thereof.

8.	No Postponement of Rental

The commencement of rental under the Lease shall not be postponed due to 
delay of any nature, however arising in completion of the Tenant 
Improvements.

RULES AND REGULATIONS

1.	Tenant, its employees, agents, contractors and invitees shall 
comply with all parking regulations promulgated by Landlord from 
time to time for the orderly use of the vehicle parking areas, 
including without limitation the following: parking shall be 
limited to automobiles, passenger or equivalent vans, motorcycles, 
light four wheeled pickup trucks, and bicycles.  Parked vehicles 
shall not be used for vending or any other business or other 
activity while parked in the parking areas. Vehicles shall be 
parked only in striped parking spaces adjacent to Tenant's 
Premises, except for loading and unloading, which shall occur 
solely in zones marked for such purpose, and be so conducted as to 
not unreasonably interfere with traffic flow within the Project or 
with loading and with unloading areas of other tenants. All 
vehicles entering or parking in the parking areas shall do so at 
their owner's sole risk and Landlord assumes no responsibility for 
any damages, destruction, vandalism or theft. Tenant shall 
cooperate with Landlord in all measures implemented by Landlord to 
control abuse of the parking areas. Any vehicle in violation of 
the parking regulations may be cited, towed at the expense of the 
owner, temporarily or permanently excluded from the parking areas, 
or subjected to other lawful consequences .

2.	Canvassing, soliciting and distribution of handbills or any other 
written material, and peddling on the Property are prohibited, and 
Tenant shall cooperate to prevent same. 

3.	Landlord reserves the right to exclude or expel from the Property 
any person who, in Landlord's judgment, is intoxicated or under 
the influence of liquor or drugs or who is in violation of the 
Rules and Regulations of the Property.

4.	Tenant shall comply with all safety, fire protection and 
evacuation procedures and regulations established for the Property 
by Landlord or any governmental authority.

5.	Tenant assumes any and all responsibility for protecting its 
Premises from theft, robbery and pilferage, which includes keeping 
doors locked and keeping closed other means of entry to the 
Premises. If Tenant requires telegraphic, telephonic, burglar 
alarm or similar services, Tenant shall first obtain, and comply 
with Landlord's instructions in their installation. Tenant shall 
make provision for the prompt termination of any sounding alarm 
and failure to do so shall constitute grounds for Landlord to 
require that Tenant's alarm be modified as reasonably directed by 
Landlord or removed.

6.	Tenant shall store all trash refuse and garbage within the 
Premises or in designated areas established by Landlord.

7.	Forklifts which operate on asphalt paving areas shall not have 
solid rubber tires and shall only have tires that do not damage 
the asphalt.

8.	The sidewalks, driveways, entrances and exits of and associated 
with the Property shall be used only as a means of ingress and 
egress and shall remain unobstructed at all times. Loitering on 
any part of the Property and the obstruction of any of its means 
of ingress or egress shall not be permitted .

9.	Landlord may elect, from time to time, not to enforce any one or 
more of these Rules and Regulations with respect to Tenant or any 
other tenant, but no such election by Landlord shall be construed 
as a waiver of such Rules and Regulations or prevent Landlord from 
thereafter enforcing any such Rules and Regulations against any or 
all of the tenants of the Property.

EXHIBIT C = "Permitted Substances"