10-K

As filed with the Securities and Exchange Commission on July 14, 1995.
	
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, 1995

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. [  X  ]

The aggregate market value of the voting stock held by non-affiliates of the 
Registrant as of May 1, 1995: $554,696,138 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 1, 
1995 was 46,235,244.

DOCUMENTS INCORPORATED BY REFERENCE
Parts of the Proxy Statement for Registrant's 1995 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.

Pursuant to a Stock and Asset Purchase Agreement (the "Agreement") dated July 
18, 1994, between Digital Equipment Corporation ("Digital") and Quantum, 
Digital agreed to sell to Quantum effective October 3, 1994, tangible assets 
consisting principally of inventory, property, plant and equipment, and 
certain contract rights and intellectual property of the Disks, Heads and 
Tapes Business (the "Business") of the Storage Unit of Digital in exchange for 
consideration totaling $350.5 million.  Included in the sale were Digital's 
interest in Digital Equipment Storage Products (Malaysia) Sdn. Bhd. and its 
81% interest in Rocky Mountain Magnetics, Inc. ("RMMI") (See Note 13 in Notes 
to Consolidated Financial Statements).  Subsequently, RMMI's name was changed 
to Quantum Peripherals Colorado, Inc. ("QPC").  The Business acquired was 
involved in the design, manufacture and marketing of computer disk drive, tape 
drive, tape media, solid state memory device and magnetic recording head 
products and optical storage devices and related technology other than CD-ROM.

Quantum Corporation is a leader in designing, manufacturing and marketing mass 
storage products, including high-performance, high-quality 3.5-inch and 2.5-
inch hard disk drives.  The Company also manufactures solid state disks, tape 
drives and PCMCIA-based flash memory cards.  Quantum's products meet the 
storage requirements of workstations, servers, disk arrays, high-end to entry-
level desktop PCs, notebook and subnotebook systems,  minicomputers, and 
handheld and palmtop systems.  The Company markets its products directly to 
major OEMs and through a broad range of distributors, resellers and systems 
integrators worldwide.


Executive Officers

The executive officers of the Company, and certain information about them as 
of March 31, 1995, are as follows:

Name	Age	Position with the Company	
William J. Miller    49   Chairman and Chief Executive Officer
Michael A. Brown     36   President, Desktop and Portable Storage Group
Robert K. Maeser     55   President, High-Capacity Storage Group
Kenneth Lee          57   Executive Vice President, Technology and 
                          Engineering, Vice President and General Manager and
                          Recording Heads Group and Chief Technical Officer
William F. Roach     51   Executive Vice President, Worldwide Sales
Joseph T. Rodgers    52   Executive Vice President, Finance, Chief
                          Financial Officer and Secretary
Deborah E. Barber    55   Vice President, Human Resources 
Gina M. Bornino      34   Vice President and General Manager, Specialty
                          Storage Products Group

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.  In October 1994, Dr. Lee also 
assumed responsibility for the Recording Heads Group.  Prior to joining the 
Company, he served for five years as Vice President, Product Development, for 
Domain Technology, and previously spent 15 years at the 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 and Treasurer in September 1981 
and promoted to 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 with Price Waterhouse, 
last serving as an audit manager.

Ms. Barber joined the Company in October 1992 as Vice President, Human 
Resources, Corporate Services, and Business Excellence.  Prior to joining the 
Company, she served five years at Cray Research as Vice President, Human 
Resources.  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.  In October 1994, Ms. Bornino assumed responsibility 
for the Specialty Storage Products Group as Vice President and General 
Manager.  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.



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         Mfr

3.5-Inch:
Maverick 270        270    1      2      14        Fast ATA/SCSI-2    MKE*
Maverick 540        540    2      4      14        Fast ATA/SCSI-2    MKE
Lightning 365       365    1      2      11        Fast ATA/SCSI-2    MKE
Lightning 540       540    2      3      11        Fast ATA/SCSI-2    MKE
Lightning 730       730    2      4      11        Fast ATA/SCSI-2    MKE
Trailblazer 420     420    1      2      14        Fast ATA-2/SCSI-2  MKE
Trailblazer 850     850    2      4      14        Fast ATA-2/SCSI-2  MKE
Fireball 540        540    1      2      12        Fast ATA-2/SCSI-3  MKE
Fireball 1080      1080    2      4      12        Fast ATA-2/SCSI-3  MKE

3.5-Inch
High Capacity:
Capella VP31110   1,108    2      4     8.5        SCSI-2             Quantum
Capella VP32210   2,216    4      8     8.5        SCSI-2             Quantum
Grand Prix
  XP32151         2,150    5     10     8.5        SCSI-3             Quantum
Grand Prix
  XP34301         4,300   10     20     8.5        SCSI-3             Quantum
Atlas XP31070     1,075    3      5     8.5        SCSI-2             Quantum
Atlas XP32150     2,150    5     10     8.5        SCSI-2             Quantum
Atlas XP34300     4,300   10     20     8.5        CSI-2              Quantum
Empire 1080       1,080    4      8     9.5        SCSI-3             Quantum
Empire 2100       2,100    6     12     9.5        SCSI-3             Quantum

                                       Average
               Capacity  No.    No.    Seek Time
Products           (MB)  Disks  Heads  (millisec.)  Interface         Mfr

2.5-Inch:
Daytona 256         256   2      4        17        Fast ATA/SCSI-2   MKE
Daytona 341         341   3      6        17        Fast ATA/SCSI-2   MKE
Daytona 514         514   4      8        17        Fast ATA/SCSI-2   MKE


                                       Access  Transfer
                 Capacity  HeightAvg.  Time    Rate
Products             (GB)  (inches)    (sec.)     MB/sec.)  Interface  Mfr

Cartridge Tape Drives:
DLT 2000             201      3.2      45      2.51         SCSI-2     Quantum
DLT 4000             401      3.2      68      3.01         SCSI-2     Quantum




                                              Load/Unload
           Capacity   Dimension     No. of    Time
Products       (GB)   (inches)    Cartridges  (sec.)       Interface  Mfr

Cartridge Tape Mini-Libraries:
DLT 2500      1001   11.8x16.3x10.5   5        20          SCSI-2     Quantum
DLT 4500      2001   11.8x16.3x10.5   5        20          SCSI-2     Quantum
DLT 2700      1401   10.7x8.9 x27     7        29          SCSI-2     Quantum
DLT 4700      2801   10.7x8.9 x27     7        29          SCSI-2     Quantum

1 With 2:1 data compression


          Capacity    Form Factor  Avg. Access
Products      (GB)    (inches)     Time          Interface  Mfr

Solid State Disks:
ESP510        107       5.25       <1 ms         SCSI-2     Quantum
ESP530        267       5.25       <1 ms         SCSI-2     Quantum
ESP540        428       5.25       <1 ms         SCSI-2     Quantum
ESP580        856       5.25       <1 ms         SCSI-2     Quantum
ESP3013       134       3.5        <100 ms       SCSI-2     Quantum
ESP3026       268       3.5        <100 ms       SCSI-2     Quantum
ESP5011       118       5.25       <100 ms       SCSI-2     Quantum
ESP5047       475       5.25       <100 ms       SCSI-2     Quantum
ESP5095       950       5.25       <100 ms       SCSI-2     Quantum


           Cap.(MB)                   Avg. Seek 
Products   Unformatted   Height       Read/Write  Interface      Mfr

Solid State Flash Memory Cards:
QCard 1         1        3.3 mm       250ns/25ms  PCMCIA Type 1  Quantum
QCard 2         2        3.3 mm       250ns/25ms  PCMCIA Type 1  Quantum
QCard 4         4        3.3 mm       250ns/25ms  PCMCIA Type 1  Quantum


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

Quantum Maverick (trademark), Quantum Lightning (trademark), Quantum 
Trailblazer (trademark) and Quantum Fireball (trademark) 3.5-Inch Desktop 
Products:
	Quantum's desktop 3.5-inch hard drives consist of the Quantum Maverick, 
Quantum Lightning, Quantum Trailblazer and Quantum Fireball products. These 
products are designed to meet the needs of desktop systems.
	Quantum Maverick 270/540. Mass production of the Quantum Maverick 
products began in May 1994. These drives provide ideal storage solutions for 
desktop systems used in home and small business environments. The Quantum 
Maverick drives, based on the earlier ProDrive LPS (trademark) Series, have 
updated hardware and firmware features, enhanced performance, and high quality 
and reliability.
	Quantum Lightning 365/540/730. Quantum began mass production of these 
products in June 1994. These high-performance disk drives are designed for 
mid-range and high-end desktop systems. The drives enhance CD-ROM-equipped 
80486, Pentium, and PowerMacintosh systems running powerful operating systems 
and complex applications.
	Quantum Trailblazer 420/850. Introduced in February 1995, the Quantum 
Trailblazer products provide industry-leading storage solutions for entry-
level and mid-range desktop computer systems. The drives feature an innovative 
mechanical platform that results in improved acoustics and performance-
enhancing electronics and firmware. New electronics support faster data 
transfer rates off the disk.
	Quantum Fireball 540/1080. Also announced in February 1995, the Quantum 
Fireball hard drives feature leading areal density and innovative technology 
for capacity-hungry desktop systems and servers. The products incorporate many 
technology advances, including an advanced read channel, enhanced interfaces 
to increase data transfer rates and firmware that minimizes command overhead. 

Quantum Capella (trademark), Quantum Grand Prix (trademark), Quantum Atlas 
(trademark) and Quantum Empire (trademark) 3.5-Inch High-Capacity Products:
	Quantum's high-capacity 3.5-inch hard drives include the Quantum 
Capella, Quantum Grand Prix, Quantum Atlas and Quantum Empire II products. 
These disk drives are Quantum's most technologically advanced products and 
meet the demanding needs of high-end desktop systems, workstations, storage 
subsystems and servers.
	Quantum Capella VP31110/VP32210. Mass production of these products, 
which feature 1.1 gigabyte and 2.2 gigabyte capacities, began in March 1995. 
The Quantum Capella drives are advanced products that incorporate 
magnetoresistive (MR) head technology for improved recording technology. Low 
operating acoustics and power make these drives ideal choices for networked 
systems, workstations, desktop publishing systems, disk arrays and multimedia 
computing systems.
	Quantum Grand Prix XP32151/XP34301. Quantum began mass production of 
these products in December 1994. The products feature high sustained data 
rates and embedded servo technology to provide high performance for advanced 
multimedia applications. The drives, offered in capacities of 2.1 gigabyte and 
4.3 gigabyte, are designed for high-performance servers, disk arrays, 
workstations and other high-end computers.
	Quantum Atlas XP31070/XP32150/XP34300. Mass production of the Quantum 
Atlas products began in December 1994. The drives, which feature an advanced 
architecture and superior cache performance, meet the demanding requirements 
of high-performance, high-capacity applications. Systems that can benefit from 
the Quantum Atlas family's exceptional performance include disk arrays, 
network file servers, workstations and high-performance desktop systems. The 
drives are available in capacities of 1.0 gigabyte, 2.1 gigabyte and 4.3 
gigabyte.
	Quantum Empire 1080/2100. Mass production of the Quantum Empire drives 
started in October 1993. The products, designed for workstations, servers and 
disk arrays, combine fast sustained data transfer rates with high reliability. 
They are ideally suited for storage-intensive applications such as multimedia, 
networked databases and graphics. The drives are offered in 1.0 gigabyte and 
2.1 gigabyte capacities.

Quantum Daytona (trademark) 2.5-Inch Products:
	Quantum Daytona 256/341/514. The Quantum Daytona drives, which began 
shipping in volume in February 1994, provide mass storage solutions for 
subnotebook and full-featured notebook computers. All three Quantum Daytona 
drives bring desktop system performance to notebook computing. Quantum Daytona 
drives spin at a rate of 4,500 RPM, feature a typical seek time of 17 
milliseconds and transfer data disk-to-buffer at 36 megabits per second.

Quantum DLT (trademark) 0.5-Inch Cartridge Tape Drives
	Quantum DLT 2000/4000. The Quantum Digital Linear Tape (DLT) drives 
began mass production in December 1993 and were part of the Digital 
acquisition.  DLT efficiently performs data back-up for mid-range and high-end 
computer systems. With advanced linear recording technology and a highly 
accurate tape guide system, the drives are ideally suited for mid-range 
systems, network servers and high-end workstations and systems. Using data 
compression techniques, the tape drives can store up to 40 gigabyte of data in 
a single tape cartridge and transfer data at a sustained rate of up to 3.0 
megabyte per second.

Quantum DLT (trademark) Tape Mini-Libraries
	Quantum DLT 2500/4500/2700/4700. The Quantum DLT series are five- and 
seven- cartridge library subsystems designed for high-capacity data backup 
applications in the computer systems market. The five- and seven-cartridge 
products began volume production in February 1994 and December 1993, 
respectively, and were part of the Digital acquisition.  At the heart of the 
libraries, which are offered in rack-mounted or table-top models, are 
Quantum's DLT 2000 and DLT 4000 tape drives. The five-cartridge Quantum DLT 
2500/4500 products can store up to 200 gigabyte of data and the seven-
cartridge Quantum DLT 2700/4700 libraries can store a maximum of 280 gigabyte 
of data.

Quantum ESP500, ESP3000 and ESP5000 Solid State Disks 
	Quantum ESP500/3000/5000. Solid state disks (SSDs) significantly improve 
the execution speed of applications such as imaging, multimedia, video-on-
demand, on-line transaction processing, material requirements planning and 
scientific modeling. In product development environments the products can 
substantially shorten time-to-market. Quantum's SSDs fit any standard 3.5- or 
5.25-inch storage slot and are used like magnetic disks, however, they achieve 
near-instantaneous access times by eliminating the latency associated with 
disk rotation and head seek. The Quantum ESP500 SSDs began mass production in 
September 1993, and the Quantum ESP3000/5000 products were available in volume 
in June 1995.  These SSDs were acquired as part of the Digital acquisition.

Quantum QCard (trademark) Flash Memory Cards
	Quantum QCard 1/2/4. These products are PCMCIA memory cards offered in 
unformatted storage capacities of 1 megabyte, 2 megabyte and 4 megabyte. The 
cards, which use non-volatile, solid-state technology, provide convenient mass 
storage or extended memory capabilities to mobile computer users.


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, 1995, 1994 and 1993, the Company's research and 
development expenses were $169.3 million, $89.8 million and $63.0 million, 
respectively.  The increase in research and development expenses for the year 
ended March 31, 1995, is primarily related to the acquired Businesses and 
reflects spending for both the vertically integrated heads business and the 
additional high capacity products which tend to be research and development 
intensive.

The Company is currently concentrating its product development efforts on 
broadening the existing disk and tape drive product lines through the 
introduction of new product generations to mitigate the short product life 
cycles.  In addition, the Company designs and manufactures other mass storage 
related technologies, including solid state memory devices, magnetic recording 
head products and tape media.  The Company expects that sales from new 
products, including those products acquired from Digital, will account for a 
significant portion of fiscal 1996 revenue and will continue to replace sales 
from current products.  Accordingly, 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 (57.3%) of Matsushita Electric Industries 
Company, Ltd., of Japan.  MKE produces hard disk drives for Quantum in Japan, 
Singapore and Ireland.  MKE's state-of-the-art manufacturing process is highly 
automated, employing integrated computer networks and advanced control 
systems.  During fiscal 1995, approximately 80% of the Company's sales were 
derived from products manufactured by MKE, a decline from 90% of fiscal 1994 
sales.  The decline in MKE products as a percentage of sales is a result of 
the increase in consolidated sales due to the products acquired from Digital 
and Quantum's manufacturing of those products.  Quantum uses its own state-of-
the-art manufacturing facility at its headquarters site in California and at 
an acquired site in Colorado to manufacture its higher capacity, more 
technically complex products.  In the acquisition Quantum acquired 
manufacturing plants in Malaysia and Indonesia, where a significant portion of 
the disk drive and head assembly manufacturing, respectively, will eventually 
take place. 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 
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.  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 
Company's transactions with MKE are denominated in U.S. dollars with prices 
for product purchases negotiated periodically, generally on a semiannual 
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.

In conjunction with the acquisition of the thin film heads business from 
Digital, the Company assumed Digital's relationship with Lafe Computer 
Magnetics Ltd. ("Lafe") of China and is in the process of negotiating a 
manufacturing agreement.  In the event Lafe is unable to supply manufacturing 
services the Company could experience an interruption in business.  The 
Company's transactions with Lafe are denominated in U.S. dollars, therefore, 
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. 

The Company's current product manufacturing relies on thin film head 
technology. Magnetoresistive ("MR") recording head technology is expected to 
be the next generation of technology after thin film heads and the Company is 
investing in the development of MR head technology through its purchase of the 
interest in QPC.  There can be no assurance as to the timing of the transition 
from thin film heads to MR recording heads. 

Sales and Marketing

The Company markets its products directly to major OEMs and distributors 
through its worldwide sales force.  Sales to major customers, as a percentage 
of consolidated sales, for the fiscal years ended 1995, 1994 and 1993 were as 
follows:
                             1995        1994       1993

Compaq Computer, Inc.        16%         10%          *
Apple Computer, Inc.         12%         22%        20%


* sales represented less than 10% of consolidated sales for the period

In conjunction with the acquisition, the Company and Digital signed a multi-
year supply agreement providing the Company a substantial percentage of 
Digital's internal hard disk drive requirements for its Storageworks 
subsystems and core computer systems businesses.  Although sales to Digital 
for fiscal 1995 represented less than 10% of consolidated sales, Digital 
represented 14% of sales during the second half of fiscal 1995, as a result of 
the supply agreement.  There can be no assurance that Digital's future 
requirements for hard disk products will increase or remain at the current 
levels.  The Company has no other long term supply commitments with these 
customers.  Any significant decrease in sales to these customers, or the loss 
of one or all of these customers, could have a material adverse effect on the 
Company's results of operations.    

Quantum maintains a European regional headquarters in Neuchatel, Switzerland, 
an Asia-Pacific regional 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 in both fiscal 1995 and 1994, and 48% of sales in fiscal 
1993.  See also Note 12 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 service 
facilities for refurbishment or repair of its products in Milpitas, 
California, Colorado Springs, Colorado and Penang, Malaysia.  In fiscal 1995 
the Company established the worldwide repair facility in Penang, Malaysia and 
closed the Frankfurt, Germany facility.

Backlog

The Company's six-month order backlog at May 8, 1995, was approximately $820 
million compared to approximately $574 million at May 2, 1994.  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 new order bookings 
varies from month to month.  For this reason, and 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 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.  The Company competes 
with Exabyte Corporation in the tape drive and media market.  Quantum 
currently does not market thin film or MR heads to outside companies.  
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 and/or owns by assignment 332 United States patents, 
including patents originally issued to its former subsidiary Plus Development 
Corporation, and patents originally issued to Digital Equipment 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 Hewlett-Packard 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 five-year period which began on 
September 22, 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, 1995, the Company employed 7,265 persons.  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 which currently includes five buildings.   During fiscal 1995, the 
Company completed the construction of a new repair facility in Malaysia and as 
part of the asset acquisition from Digital, the Company acquired two buildings 
and the associated 180-acre parcel of land in Shrewsbury, Massachusetts, as 
well as manufacturing plants in Malaysia and Indonesia.  The Shrewsbury 
facilities are currently utilized for research and development activities, as 
well as the production of recording heads.  The plants in Malaysia and 
Indonesia will eventually manufacture a significant portion of the disk drive 
and head assemblies, respectively.  Currently all of the Company's facilities 
are fully utilized.  Additionally, the Company leases office and warehouse 
space and repair and manufacturing facilities throughout the world, typically 
on a short-term basis.  The Company believes that its configuration and 
warehouse facilities are adequate to support customer requirements during 
fiscal 1996.  The aggregate lease payments for all facilities in fiscal year 
1995 were approximately $18.8 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.  On November 8, 1994, Rodime's appeal was argued before the United 
States Court of Appeals for the Federal Circuit. Quantum is awaiting the 
appellate court's decision. 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.

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 or liquidity of the Company.


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 1995                                            High        Low
Fourth quarter ended March 31, 1995                    15 13/16    13 7/8
Third quarter ended January 1, 1995                    16 3/4      13 7/8
Second quarter ended October 2, 1994                   17 5/8      12 13/16
First quarter ended July 3, 1994                       18 3/16     11 3/4

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

Historically, the Company has not paid cash dividends on its common stock and  
the Company's debt agreement currently prohibits the Company from paying 
dividends while the debt is outstanding.

As of May 1, 1995, there were approximately 2,036 shareholders of record of 
the Company.



Item 6.

Selected Consolidated Financial Data

(In thousands except per                         Year Ended March 31,(ii)
share amounts, number of 
employees and ratios)
                                                       
                        1995(i)        1994        1993        1992       1991
Sales                $3,367,984  $2,131,054  $1,697,240  $1,127,733  $ 877,733
Net income           $   81,591  $    2,674  $   93,811  $   46,845  $  73,881
Net income per share
  Primary            $     1.72  $      .06  $     2.05  $     1.05  $    1.69
  Fully diluted      $     1.52  $      .06  $     1.77  $     1.04  $    1.68
Total assets         $1,481,028  $  997,438  $  926,633  $  550,864  $ 489,420
Total long-term debt $  327,500  $  212,500  $  212,500           -          -
Shareholders' equity
  per share          $    11.04  $     9.22  $     9.19  $     7.19  $    6.09
Number of employees       7,265       2,984       2,455       1,752      1,445
Sales per average number
  of employees       $      763  $      772  $      778  $      713  $     706
Ratio of earnings to
  fixed charges             6.0         1.2         9.6         8.1       19.1

(i)  On October 3, 1994, Quantum acquired portions of Digital.  The 
acquisition is not reflected in the financial statements prior to fiscal 1995, 
thus the results for fiscal 1995 are not comparable to the results prior to 
fiscal 1995.  See Note 13 in Notes to Consolidated Financial Statements.

(ii)  No cash dividends were paid for the years presented.


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

Results of Operations

Pursuant to a Stock and Asset Purchase Agreement (the "Agreement") dated July 
18, 1994, between Digital Equipment Corporation ("Digital") and Quantum, 
Digital agreed to sell to Quantum, effective October 3, 1994, tangible assets 
consisting principally of inventory, property, plant and equipment, and 
certain contract rights and intellectual property  of the Disks, Heads and 
Tapes Business (the "Business") of the Storage Unit of Digital in exchange for 
consideration totaling $350.5 million.  Included in the sales were Digital's 
interest in Digital Equipment Storage Products (Malaysia) Sdn. Bhd. and its 
81% interest in Rocky Mountain Magnetics, Inc.("RMMI") (See Note 13 in Notes 
to Consolidated Financial Statements).  Subsequently, RMMI's name was changed 
to Quantum Peripherals Colorado, Inc. ("QPC").  The Business acquired was 
involved in the design, manufacture and marketing of computer disk drive, tape 
drive, tape media, solid state memory device and magnetic recording head 
products and optical storage devices and related technology other than CD-ROM.

Quantum's results of operations for fiscal 1995 reflect a significant increase 
in sales over the prior fiscal year.  Sales for the year ended March 31, 1995 
grew 58%, to $3.4 billion, compared to sales of $2.1 billion recorded in 
fiscal 1994.  This increase in sales is attributable to the newly acquired 
products as well as increased unit shipments of existing Quantum products, 
offset by a decline in average unit sales prices.  Unit shipments for fiscal 
1995 increased 50% compared to fiscal 1994 as a result of the expansion of 
product line offerings, including the acquired products.  Historically, a 
limited number of the 3.5-inch disk drive products have contributed the 
majority of the consolidated sales for the Company.  The Company anticipates 
that this trend will continue in the future.

Quantum's results of operations for fiscal 1994 reflected 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 was the result of an increase in unit 
shipments offset by a significant decline in average unit sales prices.  On a 
proforma basis, Quantum's sales for fiscal 1994 would have been $3.0 billion 
had the Digital acquisition occurred at the beginning of fiscal 1994.

The Company continues to focus on meeting the needs of major OEM customers. 
Sales to the top five OEM customers represented 46% of sales for fiscal 1995, 
compared to 47% and 45% for fiscal 1994 and 1993, respectively.  Sales to 
Apple Computer, Inc. were $404 million or 12%, of consolidated sales in fiscal 
1995, compared to $458 million or 22% of sales in fiscal 1994 and $333 million 
or 20% of sales in fiscal 1993. Sales to Compaq Computer, Inc. were $536 
million or 16%, of consolidated sales in fiscal 1995, compared to $220 million 
or 10%, of sales in fiscal 1994 and were less than 10% in fiscal 1993.

Although sales to Digital for fiscal 1995 were less than 10% of consolidated 
sales, sales to Digital for the second half of the year were 14% of sales.  In 
conjunction with the acquisition, the Company and Digital signed a multi-year 
supply agreement providing the Company a substantial percentage of Digital's 
internal hard disk drive requirements for its Storageworks subsystems and core 
computer systems businesses.  There can be no assurance that Digital's future 
requirements for hard disk products will increase or remain at the current 
levels.  Any significant decrease in sales to a major customer or the loss of 
a major customer could have a material adverse effect on the Company's results 
of operations.

Sales to the distribution channel were 25% of consolidated sales or $856 
million for fiscal 1995, compared to 20%, or $428 million for fiscal 1994 and 
33% or $568 million for fiscal 1993.  Sales increased in the distribution 
channel during fiscal 1995 due to the increase in available inventory supply 
and demand for the acquired products.

Gross margin increased to 17% for fiscal 1995, compared to 11% and 19% for 
fiscal 1994 and 1993.  The increase in gross margin in fiscal 1995 is 
attributable to the transition to the newer and more cost efficient products, 
which began in the second half of fiscal 1994.  These product transitions, 
along with stabilizing industry conditions, contributed to an increase in 
gross margin during the latter part of fiscal 1994 and during fiscal 1995.  
The decrease in gross margin during fiscal 1994 was 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.

The Company is currently transitioning customers to newer, higher gross 
margin products across the desktop and high-end portions of its business.  
These transitions have not occurred as rapidly as the Company anticipated 
because of component shortages and qualification delays, which negatively 
impacted the Company's revenue and gross margin in its first fiscal 
quarter.  It is anticipated that the results of operations for the first 
quarter, when reported, will be below those of the March quarter in both 
revenue and profitability.  In the future, gross margin may be affected by 
pricing and other competitive conditions, as well as the Company's ability 
to integrate the Digital businesses including phasing out the older, lower 
gross margin product lines and transitioning the manufacturing of its high-
end disk drive products to its lower-cost facility.

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.  During fiscal 1995, approximately 80% of the Company's sales were 
derived from products manufactured by MKE, a decline from 90% of fiscal 1994 
sales.  The decline in MKE products as a percentage of sales is a result of 
the increase in consolidated sales due to the products acquired from Digital 
and Quantum's manufacturing of those products.  There can be no assurance that 
the  increase in Quantum manufactured products will not adversely influence 
the gross margin rate.  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 a semiannual 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 1995, the Company invested $169 million, or 5.0% of sales, in 
research and development, compared to $90 million, or 4.2% of sales, in fiscal 
1994 and $63 million, or 3.7% of sales, in fiscal 1993.  The increase in 
fiscal 1995 is due primarily to the acquired Businesses and reflects spending 
for both the vertically integrated heads business and the additional high 
capacity disk drive products, which tend to be more research and development 
intensive.  The increase from fiscal 1993 to fiscal 1994 reflect the increased 
headcount and higher expenses related to preproduction activity for an 
increased number of new products.  With the acquisition of the acquired 
Businesses the Company expects a continued higher level of expenditures for 
research and development and that research and development expenses will 
represent a higher percentage of sales on an ongoing basis.  The hard disk 
drive industry is subject to rapid technological advances and the future 
success of the Company is dependent upon continued development and timely 
introduction of new products and technologies.

Sales and marketing expenses in fiscal 1995 were $108 million, or 3.2% of 
sales, compared to $74 million, or 3.5% of sales, in fiscal 1994 and $77 
million, or 4.5% of sales, in fiscal 1993.  The increase in absolute dollar 
expenditures during fiscal 1995 is related to the Digital acquisition and the 
costs associated with supporting the higher sales volume and the expanded 
Company infrastructure.  Sales and marketing expenses as a percentage of sales 
declined in fiscal 1995 due to the increase in consolidated sales.   The 
decrease in sales and marketing expenses from fiscal 1993 to fiscal 1994 was 
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 OEM sales 
volume and expanding the Company's international infrastructure.  The Company 
anticipates a continued higher level of absolute dollar spending for sales and 
marketing related to the Digital acquisition, with expenditures as a 
percentage of sales remaining relatively consistent.

General and administrative expenses in fiscal 1995 were $52 million, or 1.5% 
of sales, compared to $42 million, or 2.0% of sales, in fiscal 1994, and $34 
million, or 2.0% of sales, in fiscal 1993.  The absolute dollar increase in 
general and administrative expenses between fiscal 1994 and fiscal 1995 is 
primarily related to the acquired Businesses and the infrastructure required 
to maintain those businesses.  The absolute dollar increase in general and 
administrative expenses between fiscal 1993 and 1994 reflects the increased 
costs necessary to support the Company's international growth, including the 
establishment of European and Asia-Pacific regional headquarters operations in 
Switzerland and Singapore during fiscal 1993.  Fiscal 1994 was the first full 
year of operations at these regional headquarters.  The Company expects a 
continued higher level of general and administrative absolute dollar spending 
as a result of the Digital acquisition, with expenditures as a percentage of 
sales remaining relatively consistent.

As a result of the acquisition of the acquired Businesses, the Company 
incurred a charge of $73 million, which included $68 million of purchased in-
process research and development and $5 million in related merger costs.  
Merger costs are comprised of incremental integration costs incurred through 
January 1, 1995.

Included in the Company's fiscal 1994 results of operations are restructuring 
and non-recurring charges of $22.8 million, which were comprised of:  the 
write-off of goodwill and certain inventory associated with its former 
subsidiary, Plus Development of $7.7 million; the Company's reduction in work 
force of $1.5 million; accelerated product transitions of $8.0 million; the 
consolidation of sales offices and other facilities of $5.1 million; and other 
charges of $0.5 million.  Included in the charges for the consolidation of 
other facilities was the consolidation of repair facilities from three 
facilities worldwide into a single location in Malaysia.  The Company had 
substantially completed the restructuring as of March 31, 1994.

Net interest and other income and expense for fiscal 1995 was $15.8 million 
net expense compared to $6.7 million net expense and $2.3 million net expense 
for fiscal 1994 and 1993, respectively.  The increase in net expense in fiscal 
1995 can be attributed to higher interest expense resulting from the 
acquisition financing and lower cash balances due to cash used for the 
acquisition.  The increase in net expense in fiscal 1994 over 1993 is due 
mainly to lower interest income resulting from lower interest rates and lower 
cash balances.

The Company anticipates that the acquisition of the acquired Businesses will 
have a future affect on both operating and net income resulting from the 
amortization of intangibles, depreciation of the acquired fixed assets, and 
interest expense on the debt.  As detailed in Note 13 in Notes to Consolidated 
Financial Statements, the purchase price has not been finalized, although all 
other aspects of recording the acquisition are final.  While management 
believes it is contractually entitled to a reduction in purchase price of 
approximately $5 million, it is only through ongoing settlement discussions, 
and possibly arbitration, that any reduction will be realized.  The timing of 
the resolution is not reasonably predictable.  The Company estimates that 
charges for the amortization of intangibles and depreciation of the acquired 
fixed assets will approximate $55 million over the next three fiscal years.  
Interest expense on the debt will be dependent on the loan balance and 
interest rate (See Note 6 in Notes to Consolidated Financial Statements).

The effective tax rate for fiscal 1995, excluding the write-off of the 
purchased research and development, was 30% compared to 27% and 36% for the 
fiscal years 1994 and 1993, respectively.  The impact of the purchased 
research and development write-off increases the tax rate for fiscal 1995 to 
44%, as there is minimal tax benefit associated with the acquired technology 
that will be utilized offshore.  A valuation allowance has been recorded to 
offset the deferred tax asset for the intangibles acquired from Digital, which 
will be amortized through fiscal 2010.  The higher effective tax rate of 30% 
for 1995, excluding the write-off of the purchased research and development, 
as compared to 1994, is attributed primarily to the lower percentage benefit 
of foreign earnings taxed at less than the U.S. rate.

The Company recorded net income for fiscal 1995 of $81.6 million compared to 
net income of $2.7 million and $94 million for fiscal 1994 and 1993, 
respectively.  The increase in net income from fiscal 1994 to fiscal 1995 is 
primarily a result of higher unit shipments and revenue in fiscal 1995 offset 
by acquisition related expenditures, and fiscal 1994 including a $22.8 million 
charge for expenses associated with certain non-recurring write-offs and 
restructuring of the Company.  The decrease in net income from fiscal 1993 to 
fiscal 1994 is due to the reduced gross margin resulting from lower average 
sales prices combined with the $22.8 million restructuring charge.

During the period covered by the accompanying financial statements, the 
Company has used derivative financial instruments on a limited basis only (See 
Note 2 in Notes to Consolidated Financial Statements).  The recent acquisition 
of certain of Digital's offshore operations and the related debt financing 
utilized, as well as other transitions related to the acquisition, will 
necessitate reassessing whether further management of interest rate and 
foreign currency rate fluctuations via derivative instruments is warranted.  

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 
1996 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, 1995, the Company had $188 million in cash and cash equivalents, 
compared to $330 million at March 31, 1994, which included short-term 
marketable securities.  The decrease is due primarily to cash used for the 
Digital acquisition, as well as the increase in accounts receivable and 
investments in capital equipment.    

On October 3, 1994, the Company purchased the acquired Businesses from 
Digital.  The purchase was financed with cash, bank debt and a note to Digital 
for $70 million.  The note to Digital was subsequently paid.  

The bank debt consists of a three year $350 million senior credit facility 
structured as a $225 million revolving credit line and a $125 million term 
loan.
The revolving credit will be governed by a borrowing base of eligible accounts 
receivable and inventory, and the term loan amortizes in five equal semiannual 
installments commencing twelve months from closing.  The borrowings, at the 
option of the Company, could have interest rates of either LIBOR plus a margin 
or a base rate.  The facility is secured by all of the Company's domestic 
assets and 66% of the Company's ownership of certain of its foreign 
subsidiaries.

As of March 31, 1995, total bank debt was $165 million with a weighted average 
interest rate of approximately 7.9%.  At March 31, 1995, the Company also had 
$212.5 million of subordinated debentures outstanding at an interest rate of 6 
3/8%.  

At this time, the Company expects to spend approximately $245 million for 
leasehold improvements, capital equipment and expansion of the Company's 
facilities during fiscal 1996.  Over the next twelve months, the Company 
anticipates a significant amount of additional capital expenditures will be 
required to ramp the Asia manufacturing facilities and to support the 
recording heads business of the acquired Businesses.  In conjunction with the 
Digital acquisition, the Company recorded an accrual for exit costs related to 
exiting facilities and operations acquired from Digital (See Note 13 in Notes 
to Consolidated Financial Statements).  During fiscal 1995 cash outlays 
related to the exit activities were $1.8 million.  The Company anticipates 
that cash outlays during fiscal 1996 for the exit activities will be 
approximately $23 million.  The Company believes that its credit facilities, 
as well as anticipated future cash flows from operations, will be 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 LLP, Independent Auditors

	  Consolidated Statements of Income for each of the 
	    three years in the period ended March 31, 1995

	  Consolidated Balance Sheets at March 31, 1995 and 1994

	  Consolidated Statements of Cash Flows for each of the
	    three years in the period ended March 31, 1995

	  Consolidated Statements of Shareholders' Equity for
	    each of the three years in the period ended
	    March 31, 1995

	  Notes to Consolidated Financial Statements

	Financial Statement Schedules:
	  Schedule II - 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 LLP, 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, 1995 and 1994, and the related consolidated 
statements of income, shareholders' equity and cash flows for each of the 
three years in the period ended March 31, 1995.  Our audits also included the 
financial statement schedule listed in the Index at Item 14(a).  These 
financial statements and schedule are the responsibility of the Company's 
management.  Our responsibility is to express an opinion on these financial 
statements and schedule 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, 1995 and 1994, and the consolidated 
results of its operations and its cash flows for each of the three years in 
the period ended March 31, 1995, in conformity with generally accepted 
accounting principles.  Also, in our opinion, the related financial statement 
schedule, when considered in relation to the basic financial statements taken 
as a whole, presents fairly in all material respects the information set forth 
therein.




Palo Alto, California
April 28, 1995


CONSOLIDATED STATEMENTS OF INCOME


(In thousands except per share data)                   Year ended March 31,
                                               1995        1994        1993
Sales                                    $3,367,984  $2,131,054  $1,697,240
Cost of sales                             2,804,271   1,892,211   1,374,422
                                            563,713     238,843     322,818
Operating expenses:
  Research and development                  169,282      89,837      63,019
  Sales and marketing                       108,290      74,015      77,085
  General and administrative                 52,134      41,910      33,849
  Purchased research and development and
    in merger costs                          72,945           -           -
  Restructuring and non-recurring charges         -      22,753           -
                                            402,651     228,515     173,953

Income from operations                      161,062      10,328     148,865
Interest and other income                     7,258       8,217      12,077
Interest expense                            (23,015)    (14,882)    (14,363)
Income before income taxes                  145,305       3,663     146,579

Income tax provision                         63,714         989      52,768

Net income                               $   81,591    $  2,674   $  93,811

Net income per share:
  Primary                                $     1.72    $    .06   $    2.05
  Fully diluted                          $     1.52    $    .06   $    1.77

Common and common equivalent shares:
  Primary                                    47,319      44,967      45,728
  Fully diluted                              59,038      44,967      57,499


See accompanying notes to consolidated financial statements.


CONSOLIDATED BALANCE SHEETS



(In thousands except share and per share data)           March 31    March 31
                                                             1995        1994
Assets
  Current assets:
    Cash and cash equivalents                          $  187,753  $  217,531
    Marketable securities                                       -     112,508
    Accounts receivable, net of allowance for
     doubtful accounts of $11,963 in 1995 and
      $9,391 in 1994                                      497,887     324,376
    Inventories                                           324,650     194,083
    Deferred taxes                                         44,054      32,821
    Other current assets                                   35,580      14,365
  Total current assets                                  1,089,924     895,684

  Property, plant and equipment, less
    accumulated depreciation                              280,099      85,874
  Purchased intangibles, net                               95,818       1,295
  Other assets                                             15,187      14,585

                                                       $1,481,028  $  997,438

Liabilities and Shareholders' Equity
  Current liabilities:
    Accounts payable                                   $  355,117  $  267,189
    Accrued warranty expense                               57,001      55,617
    Accrued compensation                                   54,917      15,315
    Income taxes payable                                   17,566           -
    Accrued exit costs                                     32,213           -
    Short-term debt                                        50,000           -
    Other accrued liabilities                              77,227      35,545
  Total current liabilities                               644,041     373,666

  Subordinated debentures                                 212,500     212,500
  Long-term debt                                          115,000           -
  Commitments and contingencies (Notes 10 and 11)               -           -

  Shareholders' equity:
    Preferred stock, $.01 par value; authorized:
    4,000,000 shares; issued: none in 1995 and 1994             -           -
    Common stock, $.01 par value; authorized:
    150,000,000 shares; issued and outstanding:
    46,164,295 in 1995 and 44,603,808 in 1994                 461         446
    Capital in excess of par value                        140,693     124,084
    Retained earnings                                     368,333     286,742

  Total shareholders' equity                              509,487     411,272

                                                       $1,481,028  $  997,438


See accompanying notes to consolidated financial statements.


CONSOLIDATED STATEMENTS OF CASH FLOWS


(In thousands)                                         Year ended March 31,
                                               1995        1994        1993
Cash flows from operating activities:
  Net income                             $   81,591  $    2,674  $   93,811
  Adjustments to reconcile net income to
    net cash provided by (used in)
    operations:
      Depreciation and amortization          53,312      29,340      26,929
      Write-off of goodwill                       -       6,338           -
      Purchased research and development     67,184           -           -
      Changes in assets and liabilities:
        Accounts receivable                (173,511)    (57,382)    (72,644)
        Inventories                          16,085      29,079    (135,787)
        Accounts payable                     87,928      51,744      44,099
        Income taxes payable                 17,566     (19,026)      2,128
        Accrued warranty expense              1,384      13,207      12,843
        Other assets and liabilities          9,517      15,316      (1,470)

Net cash provided by (used in)
  operating activities                      161,056      71,290     (30,091)

Cash flows from investing activities:
  Purchases of marketable securities       (105,474)   (134,581)   (434,797)
  Proceeds from sales and maturities of 
    marketable securities                   217,982     192,407     351,228
  Investment in property and
    equipment, net                         (128,170)    (38,372)    (36,055)
  Purchase of Digital Equipment's Data
    Storage Business                       (285,171)          -           -

Net cash provided by (used in)
  investing activities                     (300,833)     19,454    (119,624)

Cash flows from financing activities:
  Proceeds from revolving line of credit 
     and term loan borrowings               220,500           -           -
  Principal payments on short term note     (70,000)          -           -
  Principal payments on revolving line      (55,500)          -           -
  Repurchase of common stock                      -     (17,479)    (19,868)
  Proceeds from issuance of common stock     14,999      22,428      10,095
  Net proceeds from issuance of
    convertible subordinated debentures           -           -     206,840

Net cash provided by financing activities   109,999       4,949     197,067

Increase (decrease) in cash and
  cash equivalents                          (29,778)     95,693      47,352

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

Cash and cash equivalents at end of year  $ 187,753   $ 217,531   $ 121,838

Supplemental disclosure of cash flow
  information:
    Issuance of note for acquisition of
       Digital Equipment's Data Storage
       Business                          $   70,000           -           -
    Cash paid during the year for:
      Interest                           $   21,113   $  13,707   $   7,939
      Income taxes                       $   47,310   $  18,100   $  59,738

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, 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

Shares issued under employee
  stock option plans, net       691       6         6,709         -     6,715
Shares issued under employee
  stock purchase plan           869       9         8,275         -     8,284
Tax benefits related to stock
  option plans                    -       -         1,625         -     1,625
Net income for year ended
  March 31, 1995                  -       -             -    81,591    81,591

Balances at March 31, 1995   46,164    $461      $140,693  $368,333  $509,487

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 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: Through March 31, 1994, cash 
equivalents and short-term marketable securities have been carried at 
amortized cost which approximated market.  Effective April 1, 1994, the 
Company adopted Statement of Financial Standards No. 115, "Accounting for 
Certain Investments in Debt and Equity Securities."  In accordance with the 
Statement, prior period financial statements have not been restated to reflect 
the change in accounting principle.  The cumulative effect as of April 1, 1994 
of adopting Statement 115 was immaterial.  The Company has classified its 
entire investment portfolio as available-for-sale.

Available-for-sale securities are carried at fair value, with material 
unrealized gains and losses reported in shareholder's equity.  The amortized 
cost of debt securities is adjusted for amortization of premiums and accretion 
of discounts to maturity.  Such amortization is included in interest income 
along with interest earned.  Realized gains or losses and declines in value 
judged to be other-than-temporary on available-for-sale securities are 
reported as investment income or investment expense.  The cost of securities 
sold is based on the specific identification method.  

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 generally 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.

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, with plant and equipment depreciated using the straight-line method over 
the estimated useful lives of the assets, which range from three to twenty-
five years.  Amortization of leasehold improvements is computed over the 
useful life of the improvements or the terms of their respective leases, 
whichever is shorter.  Land is not depreciated.

Purchased intangibles: Intangible assets were acquired primarily as a result 
of the Digital acquisition on October 3, 1994.  Intangible assets include 
completed technology, workforce in place, a supply agreement and customer 
lists related to the Digital acquisition.  Intangible assets also include 
goodwill resulting from the LaCie, Ltd. acquisition in November 1990.  The 
assets are being amortized over their estimated useful lives, which range from 
three to ten years.  The accumulated amortization at March 31, 1995 was $13.4 
million.

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: Financial instruments
Available-for-sale securities
                                                       Year Ended
                                                        March 31,
Cost (In thousands)	             1995
Corporate commercial paper and bank notes                $ 31,270
Certificates of deposit                                    85,000
U.S. Treasury securities and obligations
     of U.S. government agencies                            9,995
Other                                                         149
Total included in cash and cash equivalents              $126,414

The gross unrealized gains and gross unrealized losses at March 31, 1995 were 
immaterial to the Company and therefore, no amount was recorded to 
shareholders' equity.  Proceeds from sales of available-for-sale securities 
during fiscal 1995 were $6.2 million and gross realized gains and gross 
realized losses were immaterial.  At March 31, 1995, the average available-
for-sale portfolio duration was approximately 30 days and no individual 
security had a maturity which exceeded 90 days.

Derivative financial instruments

During the period covered by the financial statements, the Company has not 
used any derivative instrument for trading purposes.

The Company invests its excess cash in various interest bearing instruments 
and also has various borrowings which bear interest.  During the period 
covered by the financial statements, the Company has not used derivative 
instruments to manage interest rate fluctuations.  

Although the majority of the Company's transactions are denominated in U.S. 
dollars, its global operations have resulted in some foreign currency exchange 
rate fluctuation exposure.  The Company utilizes foreign currency forward 
exchange contracts to minimize the effects of exchange rate fluctuations 
arising from certain intercompany receivable/payable transactions.  The gains 
and losses from market rate changes on these contracts, which are intended to 
offset the gains and losses on the underlying recorded receivables/payables, 
are recorded currently in the statement of income.  During the period covered 
by the financial statements, the Company has not utilized derivative 
instruments to manage either foreign currency firm commitments or foreign 
currency anticipated transactions.

At March 31, 1995, the Company held foreign currency forward contracts with 
maturities between April 7, 1995 and July 7, 1995 to sell 2.5 billion yen for 
$26.2 million.  The fair value of the yen underlying these instruments at 
March 31, 1995 totaled $28.9 million.  At March 31, 1994, the Company held 
foreign currency forward contracts 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.

Carrying amount and fair values of financial instruments
                                                       Year ended March 31,
(In millions)                               1995                       1994
                                      --------------         --------------
                                    Carrying    Fair       Carrying    Fair
                                      amount   value         amount   value
Cash equivalents and 
   marketable securities              $187.8  $187.8        $330.0  $330.0
Foreign currency contracts            $ (2.7) $ (2.7)       $ (1.0) $ (1.0)
Borrowings:
  Subordinated debentures             $212.5  $207.2        $212.5  $219.0
  Revolving credit agreement          $ 40.0  $ 40.0             -       -
  Term loan                           $125.0  $125.0             -       -


The fair values for cash equivalents and marketable securities represent the 
quoted market prices at the balance sheet dates.  The fair values for foreign 
currency forward contracts represent the difference between the contracted 
forward rate and the quoted fair value of the underlying yen at the balance 
sheet dates.  Fair value for the subordinated debentures are based on the 
quoted market price at the balance sheet dates.  Fair values for the revolving 
credit agreement and term loan approximate the carrying amounts since interest 
rates on these borrowings are adjusted periodically to reflect market interest 
rates.

Note 3: Inventories
Inventories consisted of:
(In thousands)                                           Year ended March 31,
                                                             1995        1994
Materials and purchased parts                           $ 116,732    $ 27,841
Work in process                                            42,091      14,729
Finished goods                                            165,827     151,513
                                                         $324,650    $194,083


Note 4: Property, plant and equipment
Property, plant and equipment consisted of:
(In thousands)                                          Year ended March 31,
                                                            1995        1994
Machinery and equipment                                $ 241,926    $ 81,800
Furniture and fixtures                                    43,347      32,329
Buildings and leasehold improvements                     107,433      44,546
Land                                                       7,224           -
                                                         399,930     158,675
Less accumulated depreciation and amortization          (119,831)    (72,801)
                                                       $ 280,099    $ 85,874

Note 5: Credit agreements
The Company has a secured credit agreement expiring in August 1995, 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.
The Company entered into this secured credit agreement in exchange for a lower 
interest rate.  At each anniversary of renewal of the credit agreement, the 
Company has the option of removing the cash restriction by agreeing to pay a 
higher interest rate.  This agreement requires the Company to maintain a 
specific financial covenant relating to tangible net worth and as of March 31, 
1995, the Company was in compliance with this covenant.  

Note 6: Long-term debt
In October 1994, the Company entered into a three year $350 million senior 
credit facility structured as a $225 million revolving credit line and a $125 
million term loan.  The revolving credit is governed by a borrowing base of 
eligible accounts receivable and inventory, and the term loan amortizes in 
five equal semiannual installments commencing October 1995.  The borrowings, 
at the ongoing option of the Company bear interest at either LIBOR plus a 
margin or a base rate with option periods of one to six months.  The facility 
is secured by all the Company's domestic assets and 66% of the Company's 
ownership of certain of its subsidiaries.  

As of March 31, 1995, total bank debt was $165 million with a weighted average 
interest rate of approximately 7.9%.  The maximum amount outstanding during 
the year was $220.5 million and the average amount outstanding since October 
3, 1994 was $192.0 million.  The total weighted average interest rate for the 
year ended March 31, 1995 was approximately 8.0%.  Fair value for the bank 
debt approximates cost, as interest rates on these borrowings are adjusted 
periodically to reflect market interest rates.  At March 31, 1995, the Company 
was in compliance with all covenants, which include but are not limited to the 
following ratios: fixed charge coverage ratio, debt service coverage ratio and 
quick ratio.  The Company's debt agreement currently prohibits the Company 
from paying dividends while the debt is outstanding.

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.


Note 7: Shareholders' equity
1993 Long-Term Incentive Plan: The Company has a 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 3.7 million shares and allows for an 
annual increase in the number of shares available for issuance, subject to a 
limitation.  Available for grant as of March 31, 1995 were 606,000 shares.  To 
date only stock options have been granted under this plan and at fair market 
value on the date of grant; accordingly, no compensation accounting has been 
required.

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

                                                        Year ended March 31,
                                               1995                     1994
(In thousands)               Options          Price    Options         Price
Outstanding beginning of
  period                       1,012  $ 9.875-15.50          -             -
Granted                        2,294  $12.875-14.25      1,045  $9.875-15.50
Canceled                        (158) $ 9.875-15.50         (3) $      9.875
Exercised	(62) $9.875-12.875        (30) $      9.875
Outstanding end of period      3,086  $ 9.875-15.50      1,012  $9.875-15.50

Exercisable end of period        764                       170


Stock Option Plans: The Company has Stock Option Plans (the "Plans") under 
which an aggregate of 5.7 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 ten years from the date of grant; accordingly no compensation 
accounting has been required.  Options generally vest ratably over one to four 
years.  At March 31, 1995, options with respect to 750,000 shares were 
available for grant.

A summary of transactions relating to the Plans' outstanding stock options 
follows:

                                                        Year ended March 31,
                                               1995                     1994
(In thousands)               Options          Price    Options         Price
Outstanding beginning of
  period                       5,914   $  .82-16.00      6,985  $  .82-16.00
Granted                           38   $    15.6875      1,637  $ 9.50-12.00
Canceled                        (353)  $ 8.50-12.50       (680) $ 2.22-13.75
Exercised                       (633)  $ 2.00-13.75     (2,028) $  .82-13.75
Outstanding end of period      4,966   $  .82-16.00      5,914  $  .82-16.00

Exercisable end of period      2,934                     1,887

Stock Purchase Plan: The Company has an employee stock purchase plan (the 
"Purchase Plan") under which 6.3 million shares of common stock have been 
reserved for issuance.  The Purchase Plan is qualified under Section 423 of 
the Internal Revenue Code.  The plan allows for the purchase of stock at 85% 
of the  fair market value at the date of grant or the exercise date, whichever 
is less.

During fiscal 1995, 1994 and 1993, 869,000, 735,000 and 509,000 shares, 
respectively, were issued under this plan.

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 8: Restructuring and non-recurring expenses  
During fiscal 1994, the Company recorded $22.8 million in restructuring and 
non-recurring charges to operations.  The charge was comprised of the 
following components: 
(In Millions)
	Write-off of Plus Development goodwill and certain
	   Plus Development inventory                      $ 7.7
	Reduction in force                                   1.5
	Accelerated product transitions                      8.0
	Consolidation of sales offices and other facilities  5.1
	Other                                                0.5
	Total                                              $22.8

At March 31, 1994, all of the activities contemplated in the $22.8 million of 
restructuring and non-recurring charges had been completed and no material 
amount of the accrual remained.

Note 9: Income taxes
The income tax provision computed under Statement of Financial Accounting 
Standards No. 109, "Accounting for Income Taxes," consists of the following:

(In thousands)                                         Year ended March 31,
                                               1995        1994        1993


Federal:  Current                          $ 31,896    $(10,396)   $ 48,637
          Deferred                             (751)      4,805     (12,725)
                                             31,145      (5,591)     35,912

State:    Current                            19,386       3,965      11,066
          Deferred                           (5,571)     (3,219)     (2,255)
                                             13,815         746       8,811

Foreign:  Current                            23,528       1,244       7,915
          Deferred                           (4,774)      4,590         130
                                             18,754       5,834       8,045

Income tax provision                       $ 63,714     $   989    $ 52,768

The tax benefits associated with nonqualified stock options, disqualifying 
dispositions of stock options and employee stock purchase plan shares reduce 
taxes currently payable as shown above by $1.6 million, $5.4 million and $5.8 
million in fiscal 1995, 1994 and 1993, respectively.  Such benefits are 
credited to capital in excess of par value when realized.


The Company's income tax provision differs from the amount computed by 
applying the Federal statutory rates of 35% for 1995 and 1994 and 34% for 1993 
to income before income taxes as follows:

(In thousands)                                         Year ended March 31,
                                               1995        1994        1993

Tax at federal statutory rate          $     50,857    $  1,282   $  49,837
State income tax, net of
  federal benefit                             8,980         485       5,815
Amortization and write-off of goodwill           68       2,386         299
Foreign earnings taxed at less than
  U.S. rates                                 (9,447)     (3,007)       (517)
Valuation allowance for deferred tax
  assets                                     13,286           -           -
Other individually immaterial items             (30)       (157)     (2,666)

                                        $    63,714    $    989   $  52,768

Effective tax rate                              44%         27%         36%

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:

(In thousands)                                          Year ended March 31,
                                                            1995        1994

Deferred tax assets
  Inventory valuation methods                           $ 30,009    $ 18,221
  Accrued warranty expense                                10,514      13,627
  Allowance for doubtful accounts                          4,163       3,218
  Distribution reserves                                    5,439       1,402
  Capital equipment reserve                                  130         136
  Depreciation and amortization methods                   24,035       4,730
  Other accruals and reserves not currently
    deductible for tax purposes                            5,868       3,318
  Federal and state valuation allowance                  (16,347)          -
Deferred tax liabilities                                  63,811      44,652
  Tax on unremitted foreign earnings
    net of foreign tax credits and
    foreign deferred taxes                               (12,836)     (8,454)
  Other                                                   (6,921)     (3,240)

                                                        $ 44,054    $ 32,958



For financial reporting purposes a valuation allowance of $16.3 million has 
been recorded to offset the deferred tax asset related to certain intangibles 
acquired from Digital.

Pretax income from foreign operations was $113.6 million, $49.2 million and 
	$14.8 million for the years ended March 31, 1995, 1994 and 1993, 
respectively.  U.S. taxes have not been provided for unremitted foreign 
earnings of $99.6 million, which are considered to be permanently reinvested.  
The residual U.S. tax liability if such amounts were remitted would be 
approximately $25.0 million.

Note 10: 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.  On November 8, 1994, Rodime's appeal was argued before the United 
States Court of Appeals for the Federal Circuit. Quantum is awaiting the 
appellate court's decision.  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 or liquidity of the Company.

Note 11: Commitments
The Company leases its present facilities under non-cancelable operating lease 
agreements for periods of up to fifteen years.  Some of the leases have 
renewal options ranging from one to ten years and contain provisions for 
maintenance, taxes or insurance.

Rent expense was $18.8 million, $12.1 million and $8.3 million for the years 
ended March 31, 1995, 1994 and 1993, respectively.

Future minimum lease payments under operating leases are as follows:

Year ended March 31,                                          (In thousands)
1996                                                               $ 21,848
1997                                                                 19,101
1998                                                                 15,945
1999                                                                 15,050
2000                                                                 13,396
Thereafter                                                           75,521
Total future minimum lease payments                                $160,861

Note 12: 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 256 megabytes to 4.3 gigabytes.  The Company also manufactures solid 
state disks, tape drives and PCMCIA-based flash memory cards.  The Company 
utilizes a third party to manufacture a substantial majority of the products 
it sells.

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.  Export sales for fiscal 1995 were 
less than 10% of consolidated sales.  Following is a table that summarizes 
U.S. export sales to certain geographic areas for the prior two years ended 
March 31:

(In thousands)                                              1995        1994
Europe                                                  $140,000    $408,000
Asia-Pacific                                              59,000     322,000
Other                                                     21,000      91,000
                                                        $220,000    $821,000

Geographic information for fiscal 1995 and 1994 are presented in the tables 
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 area does not include an allocation of general corporate expenses.


Fiscal 1995                          Geographic Area
                                                Rest
(In millions)                U.S.    Europe  of World   Corp   Elims    Total

Revenue from unaffiliated
  customers                 $1,596   $1,663   $   109      -   $   -  $3,368
Transfers between geographic
  locations                    312       75         -      -    (387)      -
Total net sales             $1,908   $1,738   $   109      -   $(387) $3,368
Operating income (loss)     $   56   $  294   $    (3) $(186)      -  $  161
Identifiable assets         $  917   $  429   $   100  $  35       -  $1,481


Fiscal 1994                          Geographic Area
                                                Rest
(In millions)                U.S.    Europe  of World   Corp   Elims    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)     $    4   $  120   $   (4)  $(110)      -   $   10
Identifiable assets         $  666   $  252   $   53   $  26       -   $  997

Foreign operations prior to fiscal 1994 were not material.

One major customer accounted for 12%, 22% and 20% of consolidated sales in 
1995, 1994 and 1993, respectively.  In addition, another customer accounted 
for 16% and 10% of consolidated sales in 1995 and 1994, respectively, and less 
than 10% in 1993.

Note 13: Acquisition of businesses from Digital Equipment Corporation

On October 3, 1994, Quantum Corporation ("Quantum" or "the Company") acquired 
the Disks, Heads and Tapes Business of the Storage Business Unit of Digital 
Equipment Corporation ("the acquired Business"), in a transaction accounted 
for as a purchase.  The operating results of the acquired Business from the 
date of the purchase through March 31, 1995 have been reflected in the 
Company's consolidated financial statements.

The contractual terms of the purchase contain certain purchase price 
adjustment provisions, which have not been finalized.  While management 
believes it is contractually entitled to a reduction in the purchase price of 
approximately $5 million, it is only through ongoing settlement discussions, 
and possibly arbitration, that any reduction will be realized; and even then 
the timing is not reasonably predictable.

The Company has assumed the contractually stated purchase price of $350.5 
million, in addition to the direct costs of the transaction incurred for 
investment banker and professional fees and other direct incremental 
transaction costs of $4.7 million.  
Recap of purchase price allocation   

(In Millions)
	Inventories                           $146.7
	Property and equipment                 104.3
	Intangible assets                      106.1
	Accrual for exit costs                 (34.9)
	Other assets/liabilities, net          (34.2)
	Purchased research and development      67.2
	                                     -------
	                                      $355.2
	                                     =======

Intangible assets include $79.5 million of completed technology and an 
aggregate of $26.6 million for workforce in place, a supply agreement and 
customer lists.   Completed technology and workforce in place have been 
assigned four year lives, while the customer base has been assigned a ten year 
life.  The lives were assigned based on their estimated useful lives.  The 
supply agreement has been assigned a life equal to the terms of the 
contractual agreement.

The accrual for exit costs includes only those direct costs related to exiting 
facilities and operations acquired from Digital and does not include any costs 
related to modifications of the previous Quantum business.  As part of the 
acquisition completed in October 1994, the Company developed a plan regarding 
utilization and deployment of the assets and operations acquired from Digital.  
The plan primarily encompasses transitioning Colorado Springs disk drive 
manufacturing to Penang, Malaysia and shutting down the related operations in 
Colorado Springs.  The transition is planned to commence in July 1995 and the 
expected closure date for Colorado Springs is March 1996.  In addition, the 
Company plans to exit the QPC lease arrangement assumed in the Digital 
acquisition and relocate locally to a new Quantum facility in 1996.  The 
Company expects to have substantially completed the plan regarding the 
utilization and deployment of the acquired Business' assets and operations by 
March 1996.  Of the total exit accrual, approximately $25 million results in 
cash outlays.

The components of the exit activities are as follows:
(In Millions)

	Non-cancelable lease commitments after closure 
	  and cost to "make new" as required by the 
	  lease                                     $11.4
	Reduction in force                            7.7
	Retention bonuses                             4.5
	Write-off of capital assets resulting from 
	  closures                                    9.3
	Other                                         2.0
	Total exit costs                            $34.9


Exit activities through March 31, 1995 have been nominal, representing 
severance payments resulting in cash outlays of $1.8 million and asset write-
offs resulting in a $0.9 million reduction of the accrual.  Substantially all 
of the exit accrual remains at March 31, 1995.

The $67.2 million allocated to purchased research and development was expensed 
immediately as required under generally accepted accounting principles.

The unaudited pro forma combined condensed results of operations of the 
Company for the twelve months ended March 31, 1995 and 1994, had the 
acquisition occurred at the beginning of each of the periods presented and 
which eliminates the non-recurring charges, are as follows:

(In thousands except per share data)

                                         Twelve Months Ended
                              ------------------------------
                                   Mar. 31,         Mar. 31,
                                       1995             1994
                                   --------        ---------

Net sales                        $3,790,769       $2,956,307
Net income (loss)                   $75,877         $(40,696)
Net income (loss) per share:
	Primary                         $1.60           $(0.94)
	Fully diluted                   $1.29           $(0.94)


The unaudited pro forma results for the twelve months ended March 31, 1995 and 
1994 exclude the effects of the charge for purchased research and development 
and other in merger costs of $73 million, as such amounts are non-recurring.  
The pro forma results for the twelve months ended March 31, 1995 and 1994 
reflect intangible asset amortization, depreciation of acquired fixed assets, 
amortization of loan fees and interest expense on the new debt related to the 
acquisition.

The unaudited pro forma information is presented for illustrative purposes 
only and is not necessarily indicative of the operating results that would 
have occurred had the transaction been completed at the beginning of the 
periods indicated, nor is it necessarily indicative of future operating 
results.

Note 14: Unaudited quarterly consolidated financial data

(In thousands except                                          Fiscal 1995(i)
  per share data)       1st Quarter   2nd Quarter  3rd Quarter  4th Quarter
Sales                      $725,304      $726,169     $932,702     $983,809
Gross profit               $146,077      $132,730     $135,255     $149,651
Net income (loss)          $ 58,241      $ 48,603     $(48,310)    $ 23,057
Net income (loss) per share
  Primary                   $  1.24      $   1.03     $  (1.06)    $    .48
  Fully diluted             $  1.03      $    .85     $  (1.06)    $    .42


(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

(i)  On October 3, 1994, Quantum acquired portions of Digital's Business.  The 
acquisition is not reflected in the financial statements prior to the third 
quarter of fiscal 1995, thus the results for the third and fourth quarters of 
fiscal 1995 are not comparable to the prior results.  See Note 13 in Notes to 
the Consolidated Financial Statements.



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 1995 Annual Meeting of Shareholders 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 24 of this 
report.

2.	Exhibits

                                                                  Sequentially
Exhibit                                                               Numbered
Number                                                                    Page

2.1(a) (17)	Stock and Asset Purchase Agreement by and among 
Quantum Corporation, Quantum Peripherals (Europe) 
S.A. and Digital Equipment Corporation, dated as 
of July 18, 1994

2.1(b) (17)	Amendment No. 1 dated as of October 3, 1994, to 
the Stock and Asset Purchase Agreement by and 
among Quantum Corporation, Quantum Peripherals 
(Europe) S.A. and Digital Equipment Corporation, 
dated as of July 18, 1994

2.1(c) (17)	Supplemental agreement to the Stock and Asset 
Purchase Agreement by and among Quantum 
Corporation, Quantum Peripherals (Europe) S.A. 
and Digital Equipment Corporation, dated as of 
July 18, 1994

2.2 (17)	RMMI Stock Purchase Agreement, dated as of July 
18, 1994 among Quantum Corporation, Digital 
Equipment Corporation and Rocky Mountain 
Magnetics, Inc.

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 (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

10.17 (12)	Lease (dated November 13, 1992) and First 
Amendment to Lease (dated November 17, 1992) 
between Registrant and Milpitas Realty Delaware, 
Inc.

10.18 (3)(13)	Credit Agreement dated August 18, 1992, among 
Registrant, Bank of America NT&SA as agents and 
other financial institutions party hereto

10.19 (14)	Third Amendment to the Purchase Agreement between 
Registrant and MKE dated December 31, 1992

10.20 (15)	1993 Long-Term Incentive Plan

10.21 (20)	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

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

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

10.24 (17)	Patent Assignment and License Agreement, dated as 
of October 3, 1994, by and between Digital 
Equipment Corporation and Quantum Corporation

10.25	Amendment dated August 18, 1994 to Credit Agreement 
(dated August 18, 1992), among Registrant, Bank of 
America NT&SA as agents and other financial 
institutions party hereto

10.26	Amendment dated August 18, 1994 to Credit Agreement 
(dated August 18, 1992), among Registrant, Bank of 
America NT&SA as agents and other financial 
institutions party hereto

10.27 (3)(18)	Supply Agreement between Digital Equipment 
Corporation (Buyer) and Quantum Corporation 
(Seller) for Storage Devices, as dated as of 
October 3, 1994

10.28 (18)	Credit Agreement among Quantum Corporation and 
The Banks named herein and ABN AMRO BANK N.V., 
San Francisco International Branch, BARCLAYS BANK 
PLC and CIBC INC. as Managing Agents for the 
Banks, and CANADIAN IMPERIAL BANK OF COMMERCE as 
Administrative Agent and Collateral Agent for the 
Banks dated as of October 3, 1994

10.29 	First Amendment dated February 15, 1995 to Credit 
Agreement (dated October 3, 1994), among Quantum 
Corporation and The Banks named herein and ABN 
AMRO BANK N.V., San Francisco International 
Branch, BARCLAYS BANK PLC and CIBC INC. as 
Managing Agents for the Banks, and CANADIAN 
IMPERIAL BANK OF COMMERCE as Administrative Agent 
and Collateral Agent for the Banks

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 LLP, Independent 
Auditors

24	Power of Attorney.  See page 44.
	

(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.

(17)  Incorporated by reference from Form 8-K filed with the Securities 
and Exchange Commission on October 17, 1994.

(18)  Incorporated by reference from Form 8-K/A-1 filed with the 
Securities and Exchange Commission on January 31, 1995.

(19)	Incorporated by reference from exhibits filed with Registrant's 
Annual Report on Form 10-K for fiscal year ended March 31, 1994.


(b)	Reports on Form 8-K
	(1)   Form 8-K dated October 3, 1994, filed on October 17, 1994.

	(2)   Form 8-K/A-1 dated October 3, 1994, filed on January 31, 1995.

	(3)   Form 8-K/A-2 dated October 3, 1994, filed on March 28, 1995.

(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:  July 14, 1995	\s\ JOSEPH T. RODGERS
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 
July 14, 1995.

Signature                           Title

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


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


\s\ STEPHEN M. BERKLEY              Director
(Stephen M. Berkley)


\s\ DAVID A. BROWN                  Director
(David A. Brown)


\s\ ROBERT J. CASALE                Director
(Robert J. Casale)


\s\ EDWARD M. ESBER, JR.            Director
(Edward M. Esber, Jr.)


\s\ STEVEN C. WHEELWRIGHT           Director
(Steven C. Wheelwright)


SCHEDULE II
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, 1995               $ 9,391      $4,142     $(1,571)    $11,962
    March 31, 1994               $ 8,118      $6,296     $(5,023)    $ 9,391
    March 31, 1993               $ 6,474      $4,724     $(3,080)    $ 8,118

Accrued exit (i)
    March 31, 1995               $34,937          -      $(2,724)    $32,213



(i)  Established October 3, 1994, when recording the Digital acquisition.

EX-10

                        FIRST AMENDMENT TO CREDIT AGREEMENT

	THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of 
February 15, 1995, is entered into by and among:

	(1)	QUANTUM CORPORATION, a Delaware corporation ("Borrower");

	(2)	Each of the financial institutions listed in Schedule I to the 
Credit Agreement referred to in Recital A below, (such financial institutions 
to be referred to herein collectively as the "Banks");

	(3)	ABN AMRO BANK N.V., San Francisco International Branch ("ABN"), 
BARCLAYS BANK PLC ("Barclays") and CIBC INC. ("CIBC"), as managing agents for 
the Banks (collectively in such capacity, the "Managing Agents");

	(4)	BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, THE FIRST 
NATIONAL BANK OF BOSTON, CHEMICAL BANK and THE INDUSTRIAL BANK OF JAPAN, 
LIMITED, as co-agents for the Banks; and

	(5)	CANADIAN IMPERIAL BANK OF COMMERCE, as administrative and 
collateral agent for the Banks (in such capacities, the "Administrative 
Agent"); ABN, as syndication agent for the Banks; and Barclays, as 
documentation agent for the Banks.


RECITALS

	A.	Borrower, the Banks, Managing Agents and Administrative Agent are 
parties to a Credit Agreement dated as of October 3, 1994 (the "Credit 
Agreement").

	B.	Borrower has requested the Banks, Managing Agents and 
Administrative Agent to amend the Credit Agreement in certain respects.

	C.	The Banks, Managing Agents and Administrative Agent are willing so 
to amend the Credit Agreement upon the terms and subject to the conditions set 
forth below.


AGREEMENT

	NOW, THEREFORE, in consideration of the above recitals and for other 
good and valuable consideration, the receipt and adequacy of which are hereby 
acknowledged, Borrower, the Banks, Managing Agents and Administrative Agent 
hereby agree as follows:

	1.	Definitions, Interpretation.  All capitalized terms defined above 
and elsewhere in this Amendment shall be usedherein as so defined.  Unless 
otherwise defined herein, all other capitalized terms used herein shall have 
the respective meanings given to those terms in the Credit Agreement, as 
amended by this Amendment.  The rules of construction set forth in Section I 
of the Credit Agreement shall, to the extent not inconsistent with the terms 
of this Amendment, apply to this Amendment and are hereby incorporated by 
reference.


	2.	Amendments to Credit Agreement.  Subject to the satisfaction of 
the conditions set forth in paragraph 5 below, the Credit Agreement is hereby 
amended as follows:

	(a)	Paragraph 1.01 is amended by changing the definition of "Excluded 
Foreign Subsidiary Equipment Transfers" set forth therein to read in its 
entirety as follows:

	"Excluded Foreign Subsidiary Equipment Transfers" shall mean production 
equipment used in the manufacture or testing of heads and disk drives which is 
transferred to a wholly-owned Foreign Subsidiary of Borrower if:

	(a)	(i) Administrative Agent has a first priority perfected security 
interest (or Similar Lien) in sixty-six percent of the outstanding voting 
stock of such Foreign Subsidiary as security for the Obligations, (ii) 
Administrative Agent has a first priority perfected security interest (or 
Similar Lien) in sixty-six percent of the outstanding voting stock of the 
immediate parent of such Foreign Subsidiary as security for the Obligations, 
or (iii) Borrower has a first priority perfected security interest (or Similar 
Lien) in all of the outstanding voting stock of such Foreign Subsidiary as 
security for the Quantum Europe Loan and Administrative Agent has a first 
priority perfected security interest (or Similar Lien) in such Quantum Europe 
Loan and underlying security as security for the Obligations; and

	(b)	The net book value of such equipment so transferred during the 
term of this Agreement does not exceed $80,000,000 in the aggregate.

	(b)	Paragraph 1.01 is further amended by changing the definition of 
"Material Subsidiaries" set forth therein to read in its entirety as follows:

	"Material Subsidiaries" shall mean (a) Quantum Europe, Rocky Mountain, 
Quantum Malaysia, Quantum Holdings and Quantum Holdings (US) and (b) each 
otherSubsidiary of Borrower which has assets with a total book value greater 
than $50,000,000; provided, however, that, if Borrower sells all of the Equity 
Securities held by Borrower in any Subsidiary set forth in clause (a) above 
pursuant to the terms of this Agreement, such Subsidiary shall cease to be a 
Material Subsidiary.

	(c)	Paragraph 1.01 is further amended by adding thereto, in the 
appropriate alphabetical order, a definition of the term "Quantum Holdings 
(US)" to read in its entirety as follows:

	"Quantum Holdings (US)" shall mean Quantum International Holdings, Inc., 
a corporation to be organized under the laws of the State of Delaware.

	(d)	Subparagraph 2.13(a) is amended by changing clause (vi) thereof to 
read in its entirety as follows:

    (vi)  A Lien Acknowledgement Agreement in the form of Exhibit N, 
appropriately completed and duly executed by Borrower, Quantum Holdings (US) 
and Administrative Agent (collectively with any other similar agreement, the 
"Lien Acknowledgement Agreements").

	(e)	Paragraph 5.01 is amended by adding thereto, immediately following 
Subparagraph 5.01(i), a new Subparagraph 5.01(j) to read in its entirety as 
follows:

	(j)	Ownership of Quantum Holdings (US) and Quantum Holdings.  Borrower 
shall at all times own directly all of the outstanding Equity Securities of 
Quantum Holdings (US).  Borrower or Quantum Holdings (US) shall at all times 
own directly all of the outstanding Equity Securities of Quantum Holdings.

	(f)	Subparagraph 5.02(a) is amended by (i) replacing the period at the 
end of clause (xviii) thereof with a colon and (ii) adding, on the line after 
the last line of clause (xviii), a proviso to read in its entirety as follows:

Provided, however, that, notwithstanding the Permitted Indebtedness set forth 
in clauses (i)-(xviii) above, Quantum Holdings shall not create, incur, assume 
or permit to exist any Indebtedness, any Guaranty Obligations or any other 
material liabilities except for Indebtedness of Quantum Holdings to Borrower 
or any of Borrower's other Subsidiaries to the extent permitted by clause (xv) 
above.

	(g)	Subparagraph 5.02(c) is amended by changing clause (vi) thereof to 
read in its entirety as follows:

    (vi)	Sales or other dispositions of assets and property by Borrower to 
any of Borrower's Subsidiaries or by any of Borrower's Subsidiaries to 
Borrower or any of its other Subsidiaries, provided that:

	(A)	Any such assets or property which are subject to a Lien in favor 
of Administrative Agent (except for Excluded Foreign Subsidiary Equipment 
Transfers) continue to be subject to such Lien with no loss of priority or 
perfection;

	(B)	Quantum Europe does not sell or dispose of any assets or property 
to any of Borrower's other Subsidiaries except as otherwise permitted by this 
Agreement (including the preceding clause (A));

	(C)	In the case of any sale or disposition of assets and property by 
Borrower or any of its Domestic Subsidiaries to any of Borrower's Foreign 
Subsidiaries which is made in connection with any Investment in such Foreign 
Subsidiary, such Investment is permitted by this Agreement (including clause 
(x) of Subparagraph 5.02(e));

	(D)	In the case of the Quantum/Quantum Europe Stock Transfer, 
Administrative Agent shall have received, on or prior to the date of such 
transfer, each item listed in Part A of Schedule 5.02(c)(vi), each in form and 
substance reasonably satisfactory to the Banks, and with sufficient copies 
for, Administrative Agent and each Bank; and

	(E)	In the case of the Quantum/Quantum Holdings Stock Transfer, 
Administrative Agent shall have received, on or prior to the date of such 
transfer, each item listed in Part B of Schedule 5.02(c)(vi), each in form and 
substance reasonably satisfactory to the Banks, and with sufficient copies 
for, Administrative Agent and each Bank.

	(h)	Subparagraph 5.02(d) is amended by changing clause (ii) thereof to 
read in its entirety as follows:

    (ii)	Any Subsidiary of Borrower may merge into any other Subsidiary of 
Borrower, provided that:

	(A)	The surviving corporation is a Domestic Subsidiary of Borrower 
which is wholly-owned directly by Borrower; or

	(B)	The surviving corporation is Quantum Holdings or a Foreign 
Subsidiary of Quantum Holdings and the disappearing corporation is a Foreign 
Subsidiary of Quantum Holdings.

	(i)	Subparagraph 5.02(d) is further amended by changing clause (v) 
thereof to read in its entirety as follows:

     (v)	In addition to the transactions permitted by clauses (i)-(iv), 
Borrower and its Subsidiaries may acquire other assets of other Persons and 
establish or acquire Subsidiaries, provided that:

	(A)	In the case of the establishment or acquisition of any Domestic 
Subsidiary, Borrower or one of its Domestic Subsidiaries establishes or 
acquires such Subsidiary and grants to Administrative Agent a first priority 
perfected security interest (or Similar Lien) in all of the Equity Securities 
of such Subsidiary;

	(B)	In the case of the establishment or acquisition of any Foreign 
Subsidiary, either (1) Borrower or one of its Domestic Subsidiaries 
establishes or acquires such Subsidiary and grants to Administrative Agent a 
first priority perfected security interest (or Similar Lien) in at least 
sixty-six percent (66%) of the Equity Securities of such Subsidiary or (2) 
Quantum Holdings establishes or acquires such Subsidiary and owns such 
Subsidiary directly (except that Quantum Europe may acquire the stock to be 
transferred to it pursuant to the Quantum/Quantum Europe Stock Transfer in 
accordance with clause (vi) of Subparagraph 5.02(c)); and

	(C)	The aggregate cost of all such assets so acquired and all such 
Subsidiaries so established or acquired plus the aggregate amount of 
Investments made by Borrower and its Subsidiaries pursuant to clause (xiv) of 
Subparagraph 5.02(e) during the term of this Agreement does not exceed 
$25,000,000.

	(j)	Subparagraph 5.02(e) is amended by changing clause (x) thereof to 
read in its entirety as follows:

     (x)	Investments by Borrower and its Subsidiaries in each other, except 
that Investments by Borrower and its Domestic Subsidiaries in Foreign 
Subsidiaries shall be limited to the following:

	(A)	The Quantum Europe Loan, provided that (1) such loan is evidenced 
by the Quantum Europe Note, (2) the outstanding principal amount of such loan 
does not exceed $50,000,000 at any time, (3) Borrower has a first priority 
perfected security interest (or Similar Lien) in the accounts of Quantum 
Europe, the Quantum Europe Deposit Accounts, inventory of Quantum Europe held 
by other Subsidiaries of Borrower and all other assets of Quantum Europe as 
security for such loan (including the stock acquired by Quantum Europe in the 
Quantum/Quantum Europe Stock Transfer at the time of the completion of such 
transfer), (4) Administrative Agent has a first priority perfected security 
interest (or Similar Lien) in such loan and, to the extent it secures such 
loan, the security therefor for the benefit of the Banks and Agents as 
security for the Obligations and (5) the terms of such loan and the security 
therefor are otherwise reasonably acceptable to the Agents on the Closing 
Date; and

	(B)	Other Investments by Borrower and its Domestic Subsidiaries in 
Foreign Subsidiaries (in addition to the Quantum Europe Loan), provided that 
(1) the aggregate amount of all such Investments constituting Indebtedness for 
borrowed money of Foreign Subsidiaries, purchases of Equity Securities of 
Foreign Subsidiaries and other capital contributions to Foreign Subsidiaries 
does not exceed $350,000,000 at any time and (2) if at the end of any fiscal 
quarter the Indebtedness for borrowed money owed by any Foreign Subsidiary to 
Borrower and its Domestic Subsidiaries exceeds $10,000,000, (I) such 
Subsidiary immediately delivers to Borrower a promissory note evidencing such 
Indebtedness, which note is in the amount of such Indebtedness and in a form 
reasonably acceptable to the Agents and (II) all steps necessary to grant to 
Administrative Agent a first priority perfected security interest (or Similar 
Lien) in each such note for the benefit of the Banks and Agents as security 
for the Obligations are taken;

Provided, however, that any Investment in the Equity Securities of any 
existing or new Foreign Subsidiary otherwise permitted by clause (B) 
(including capital contributions) shall be permitted only if (1) such 
Investment is made by Borrower or one of its Domestic Subsidiaries in a 
Foreign Subsidiary which is directly owned by Borrower or such Domestic 
Subsidiary and, at the time of such Investment, Administrative Agent is 
granted (or then has) a first priority perfectedsecurity interest (or Similar 
Lien) in at least sixty-six percent (66%) of the Equity Securities of such 
Foreign Subsidiary or (2) such investment is made by Quantum Holdings in a 
Foreign Subsidiary which is directly owned by Quantum Holdings;

	(k)	Subparagraph 5.02(f) is amended by changing clause (ii) thereof to 
read in its entirety as follows:

    (ii)	Any Subsidiary of Borrower may pay dividends to Borrower, Quantum 
Holdings (US), Quantum Holdings or Quantum Europe;

	(l)	Subparagraph 5.02(h) is amended to read in its entirety as 
follows:

	(h)	Change in Business.  Neither Borrower nor any of its Subsidiaries 
shall engage, either directly or indirectly through Affiliates, in any 
business different in any material respect from its present business or 
businesses incidental or ancillary thereto. Quantum Holdings (US) shall not 
engage in any business other than the business of acting as a holding company 
which owns the Equity Securities of certain of Borrower's Foreign 
Subsidiaries.

	(m)	Schedule 4.01(q) is amended by adding thereto, immediately 
following the last line thereof, two new entries to read in their entirety as 
follows:

       Quantum
       International
       Holdings, Inc.      Delaware       common      100   100%

       Quantum Japan
       Procurement
       Center, KK          Japan          common       80   100%

	(n)	The Credit Agreement is further amended by adding thereto, 
immediately following Schedule 5.02(b), a new Schedule 5.02(c)(vi), to read in 
its entirety as set forth in Attachment 1 hereto.

	(o)	Exhibit L is amended by adding to Paragraph 9, immediately 
following subparagraph 9(j), a new subparagraph 9(k) to read in its entirety 
as follows:

(k)	Release of Pledge.

     (i)	Upon the completion of the Quantum/Quantum Europe Stock Transfer 
in accordance with the Credit Agreement, Administrative Agent shall release 
the security interest granted to Administrative Agent herein inthe Equity 
Securities of Digital Equipment Storage Products (Malaysia), Sdn. Bhd., a 
Malaysian corporation, acquired by Borrower from DEC in the DEC Acquisition on 
the Closing Date.

    (ii)	Upon the completion of the Quantum/Quantum Holdings Stock Transfer 
in accordance with the Credit Agreement, Administrative Agent shall release 
the security interest granted to Administrative Agent herein in the Equity 
Securities of the following Foreign Subsidiaries of Borrower:

	(A)	Quantum Europe;

	(B)	Quantum Malaysia;

	(C)	Quantum Foreign Sales Corporation, a Barbados corporation;

	(D)	Quantum GmbH, a German corporation;

	(E)	Quantum Peripheral Products, Ltd., a United Kingdom corporation;

	(F)	Quantum France SARL, a French corporation;

	(G)	Quantum Asia Pacific Pte., Ltd., a Singapore corporation;

	(H)	Quantum Japan Corporation, a Japanese corporation;

	(I)	Quantum Peripheral Products (Ireland), Ltd., an Ireland 
corporation;

	(J)	Quantum Korea Corporation, a Korean corporation;

	(K)	Quantum Hong Kong, Ltd., a Hong Kong corporation; and

	(L)	PT Digital Equipment Storage Indonesia (to be renamed PT Quantum 
Peripherals Indonesia), an Indonesian corporation.

	(p)	Exhibit N is amended to read in its entirety as set forth in 
Attachment 3 hereto.

	3.	Amendment to Borrower Pledge Agreement.  Subject to the 
satisfaction of the conditions set forth in paragraph 5 below, the Borrower 
Pledge Agreement is hereby amended in the samemanner as Exhibit L to the 
Credit Agreement, as set forth in subparagraph 2(o) hereof.

	4.	Representations and Warranties.  Borrower hereby represents and 
warrants to the Banks and the Agents that the following are true and correct 
on the date of this Amendment and that, after giving effect to the amendments 
set forth in paragraph 2 and paragraph 3 above, the following also will be 
true and correct on the Effective Date (as defined below):

	(a)	The representations and warranties of Borrower and its 
Subsidiaries set forth in Paragraph 4.01 of the Credit Agreement and in the 
other Credit Documents are true and correct in all material respects as if 
made on such date (except for representations and warranties expressly made as 
of a specified date, which shall be true and correct as of such date);

	(b)	No Default or Event of Default has occurred and is continuing; and

	(c)	Each of the Credit Documents is in full force and effect.

(Without limiting the scope of the term "Credit Documents," Borrower expressly 
acknowledges in making the representations and warranties set forth in this 
paragraph 4 that, on and after the date hereof, such term includes this 
Amendment.)

	5.	Effective Date.  The amendments effected by paragraph 2 and 
paragraph 3 above shall become effective on February 15, 1995 (the "Effective 
Date"), subject to receipt by Administrative Agent and the Banks on or prior 
to the Effective Date of the following, each in form and substance 
satisfactory to Administrative Agent, the Banks and their respective counsel:

	(a)	This Amendment duly executed by Borrower, each Bank and Agent; 

	(b)	A letter in the form of Exhibit A hereto, dated the Effective Date 
and duly executed by each Subsidiary which has executed a Subsidiary Security 
Agreement;

	(c)	A Certificate of the Secretary of Borrower, dated the Effective 
Date, certifying that (i) the Certificate of Incorporation and Bylaws of 
Borrower, in the form delivered to Agent on the Closing Date, are in full 
force and effect and have not been amended, supplemented, revoked or repealed 
since such date and (ii) that attached thereto are true and correct copies of 
resolutions duly adopted by the Board of Directors of Borrower and continuing 
in effect, which authorize the execution, delivery and performance by Borrower 
of this Amendment and the consummation of the transactions contemplated 
hereby;

	(d)	A favorable written opinion of Cooley, Godward, Castro, Huddleston 
& Tatum, counsel to Borrower, dated the Effective Date, addressed to the 
Administrative Agent for the benefit of the Agents and the Banks, covering 
such legal matters as Agents may reasonably request and otherwise in form and 
substance satisfactory to the Agents; and

	(e)	Such other evidence as any Agent or any Bank may reasonably 
request to establish the accuracy and completeness of the representations and 
warranties and the compliance with the terms and conditions contained in this 
Amendment and the other Credit Documents.

	6.	Effect of this Amendment.  On and after the Effective Date, each 
reference in the Credit Agreement and the other Credit Documents to the Credit 
Agreement and the Borrower Pledge Agreement shall mean the Credit Agreement 
and the Borrower Pledge Agreement as amended hereby.  Except as specifically 
amended above, (a) the Credit Agreement and the other Credit Documents shall 
remain in full force and effect and are hereby ratified and confirmed and (b) 
the execution, delivery and effectiveness of this Amendment shall not, except 
as expressly provided herein, operate as a waiver of any right, power, or 
remedy of the Banks or Agent, nor constitute a waiver of any provision of the 
Credit Agreement or any other Credit Document.

	7.	Expenses.  Pursuant to Section 8.02 of the Credit Agreement, 
Borrower shall pay all reasonable fees and expenses payable to third parties, 
including reasonable attorneys' fees and expenses, incurred by Agents in 
connection with the preparation, negotiation, execution and delivery of this 
Amendment and the additional Credit Documents.

	8.	Miscellaneous.

	(a)	Counterparts.  This Amendment may be executed in any number of 
identical counterparts, any set of which signed by all the parties hereto 
shall be deemed to constitute a complete, executed original for all purposes.

	(b)	Headings.  Headings in this Amendment are for convenience of 
reference only and are not part of the substance hereof.

	(c)	Governing Law.  This Amendment shall be governed by and construed 
in accordance with the laws of the State of California without reference to 
conflicts of law rules.

[The next page is the first signature page.]
	IN WITNESS WHEREOF, Borrower, the Banks and Agents have caused this 
Amendment to be executed as of the day and year first above written.


BORROWER:					QUANTUM CORPORATION


						By:\s\ JOSEPH T. RODGERS
						EXECUTIVE VP, FINANCE & SECRETARY



MANAGING AGENTS:				ABN AMRO BANK N.V., San Francisco
						International Branch,
						As a Managing Agent


						By:___________________________
						   Name:______________________
						   Title:_____________________


						By:___________________________
						   Name:______________________
						   Title:_____________________



						BARCLAYS BANK PLC,
						As a Managing Agent


						By:___________________________
						   Name:______________________
						   Title:_____________________



						CIBC INC.,
						As a Managing Agent


						By:___________________________
						   Name:______________________
						   Title:_____________________

ADMINISTRATIVE AGENT:		CANADIAN IMPERIAL BANK OF COMMERCE,
						As Administrative Agent


						By:___________________________
						   Name:______________________
						   Title:_____________________




BANKS:					ABN AMRO BANK N.V., San Francisco
						International Branch,
						As a Bank


						By:___________________________
						   Name:______________________
						   Title:_____________________


						By:___________________________
						   Name:______________________
						   Title:_____________________



						BARCLAYS BANK PLC,
						As a Bank


						By:___________________________
						   Name:______________________
						   Title:_____________________


						By:___________________________
						   Name:______________________
						   Title:_____________________



						CIBC INC.,
						As a Bank


						By:___________________________
						   Name:______________________
						   Title:_____________________


						BANK OF AMERICA NATIONAL TRUST &
						SAVINGS ASSOCIATION,
						As a co-agent and as a Bank


						By:___________________________
						   Name:______________________
						   Title:_____________________



						CHEMICAL BANK,
						As a co-agent and as a Bank


						By:___________________________
						   Name:______________________
						   Title:_____________________



						THE FIRST NATIONAL BANK OF BOSTON,
						As a co-agent and as a Bank



						By:___________________________
						   Name:______________________
						   Title:_____________________



						THE INDUSTRIAL BANK OF JAPAN,
						LIMITED,
						As a co-agent and as a Bank


						By:___________________________
						   Name:______________________
						   Title:_____________________



						THE BANK OF NOVA SCOTIA,
						As a Bank


						By:___________________________
						   Name:______________________
						   Title:_____________________



						FLEET BANK OF MASSACHUSETTS, N.A.,
						As a Bank


						By:___________________________
						   Name:______________________
						   Title:_____________________



						THE LONG-TERM CREDIT BANK OF JAPAN,
						LTD.,
						As a Bank


						By:___________________________
						   Name:______________________
						   Title:_____________________



						THE NIPPON CREDIT BANK, LTD.,
						As a Bank


						By:___________________________
						   Name:______________________
						   Title:_____________________


						By:___________________________
						   Name:______________________
						   Title:_____________________



						SANWA BANK CALIFORNIA,
						As a Bank


						By:___________________________
						   Name:______________________
						   Title:_____________________



						SHAWMUT BANK, N.A.,
						As a Bank


						By:___________________________
						   Name:______________________
						   Title:_____________________



						THE SUMITOMO BANK, LIMITED,
						As a Bank


						By:___________________________
						   Name:______________________
						   Title:_____________________


						By:___________________________
						   Name:______________________
						   Title:_____________________



						UNION BANK,
						As a Bank


						By:___________________________
						   Name:______________________
						   Title:_____________________


ATTACHMENT 1

SCHEDULE 5.02(c)(vi)

PART A

CONDITIONS TO QUANTUM/QUANTUM EUROPE STOCK TRANSFER


	(1)	Evidence of the Quantum/Quantum Europe Stock Transfer, including 
copies of all documents, instruments and agreements effecting such transfer;

	(2)	Such instruments, agreements, filings, notices, registrations, 
certificates and other documents as Agents and their counsel may determine are 
necessary to grant to Borrower and evidence a first priority security interest 
(or Similar Lien) in the Equity Securities of Digital Equipment Storage 
Products (Malaysia), Sdn. Bhd., a Malaysian corporation, acquired by Quantum 
Europe in the Quantum/Quantum Europe Stock Transfer to secure the Quantum 
Europe Note, each where appropriate duly executed by Quantum Europe, Borrower 
and other Subsidiaries of Borrower and notarized under applicable law;

	(3)	Such instruments, agreements, filings, notices, registrations, 
certificates and other documents as Agents and their counsel may determine are 
necessary to grant to Administrative Agent and evidence a first priority 
security interest (or Similar Lien) in Borrower's security interest in the 
Equity Securities referred to in item 2 above, each where appropriate duly 
executed by Quantum Europe, Borrower and other Subsidiaries of Borrower and 
notarized under applicable law;

	(4)	The stock certificates representing all of the Equity Securities 
referred to in item 2 above, together with undated stock powers duly executed 
by Quantum Europe, in blank and attached thereto; and

	(5)	Favorable written opinions from each of the following counsel for 
Borrower, each dated the date of the Quantum/Quantum Europe Stock Transfer, 
addressed to the Administrative Agent for the benefit of the Agents and the 
Banks, covering such legal matters as Agents may reasonably request and 
otherwise in form and substance satisfactory to the Agents:

	(a)	Cooley, Godward, Castro, Huddleston & Tatum, California, United 
States counsel for Borrower;

	(b)	Baker & McKenzie, Swiss counsel for Borrower; and

	(c)	Baker & McKenzie, Malaysian counsel for Borrower.


PART B

CONDITIONS TO QUANTUM/QUANTUM HOLDINGS STOCK TRANSFER


	(1)	Evidence of the Quantum/Quantum Holdings Stock Transfer, including 
copies of all documents, instruments and agreements effecting such transfer;

	(2)	Evidence of the transfer to Quantum Holdings (US) by Borrower of 
all Equity Securities of Quantum Holdings owned by Borrower, including copies 
of all documents, instruments and agreements effecting such transfer;

	(3)	A Lien Acknowledgement Agreement pursuant to which Quantum 
Holdings (US) acknowledges the security interest of Administrative Agent in 
sixty-six percent (66%) of the Equity Securities of Quantum Holdings 
transferred to Quantum Holdings (US), duly executed by Borrower, Quantum 
Holdings (US) and Administrative Agent;

   	(4)	Such Uniform Commercial Code financing statements (appropriately 
completed and executed) for filing in such jurisdictions as the Agents may 
request to perfect and evidence the Liens granted to Administrative Agent in 
sixty-six percent (66%) of the Equity Securities of Quantum Holdings and all 
of the Equity Securities of Quantum Holdings (US);

	(5)	Uniform Commercial Code search certificates from the jurisdictions 
in which Uniform Commercial Code financing statements are to be filed pursuant 
to item 4 above reflecting no other financing statements or filings which 
evidence Liens of other Persons in the Equity Securities of Quantum Holdings 
and Quantum Holdings (US) which are prior to the Liens granted to 
Administrative Agent in the Credit Agreement, the Security Documents and the 
other Credit Documents;

	(6)	The stock certificates representing all of the Equity Securities 
of Quantum Holdings (US), together with undated stock powers duly executed by 
Borrower, in blank and attached thereto;

	(7)	The stock certificates representing sixty-six percent (66%) of the 
Equity Securities of Quantum Holdings, together with (a) undated stock powers 
duly executed by Borrower, in blank and attached thereto and (b) undated stock 
powers duly executed by Quantum Holdings (US), in blank and attached thereto;

	(8)	Such other documents, instruments and agreements as Agents may 
reasonably request to establish and perfect the Liens granted to 
Administrative Agent in sixty-six percent (66%) of the Equity Securities of 
Quantum Holdings and all of the Equity Securities of Quantum Holdings (US), 
including, without limitation, a pledge agreement executed by Quantum Holdings 
(US);

	(9)	Such other evidence as Agents may request to establish that the 
Liens granted to Administrative Agent in the Equity Securities of Quantum 
Holdings and Quantum Holdings (US) are perfected and prior to the Liens of 
other Persons in such Collateral; and

	(10)	Favorable written opinions from each of the following counsel for 
Borrower, each dated the date of the Quantum/Quantum Holdings Stock Transfer, 
addressed to the Administrative Agent for the benefit of the Agents and the 
Banks, covering such legal matters as Agents may reasonably request and 
otherwise in form and substance satisfactory to the Agents:

	(a)	Cooley, Godward, Castro, Huddleson & Tatum, California, United 
States counsel for Borrower; and

	(b)	Baker & McKenzie, Dutch counsel for Borrower.


ATTACHMENT 2

EXHIBIT N

LIEN ACKNOWLEDGEMENT AGREEMENT


	THIS LIEN ACKNOWLEDGEMENT AGREEMENT, dated as of __________, 19__, is 
entered into by and among:

	(1)	QUANTUM CORPORATION, a Delaware corporation ("Borrower");

	(2)	_____________________________________, a ______________ 
corporation ("Subsidiary"); and

	(3)	CANADIAN IMPERIAL BANK OF COMMERCE, a Canadian banking 
corporation, acting as administrative and collateral agent (jointly in such 
capacities, "Administrative Agent") for the financial institutions which are 
from time to time parties to the Credit Agreement referred to in Recital A 
below (collectively, the "Banks").


RECITALS

	A.	Pursuant to a Credit Agreement, dated as of October 3, 1994 (as 
amended from time to time, the "Credit Agreement"), among Borrower, the Banks, 
ABN AMRO Bank N.V., San Francisco International Branch, Barclays Bank PLC and 
CIBC Inc., as managing agents for the Banks, and Administrative Agent, the 
Banks have agreed to extend certain credit facilities to Borrower upon the 
terms and subject to the conditions set forth therein. Pursuant to the terms 
of the Credit Agreement, Borrower has executed that certain Borrower Pledge 
Agreement dated as of October 3, 1994 (as amended from time to time, the 
"Borrower Pledge Agreement") which pledges to Administrative Agent and grants 
to Administrative Agent a security interest in, among other property, certain 
stock and other equity securities which are now owned or hereafter acquired by 
Borrower (collectively, as defined in the Borrower Pledge Agreement, the 
"Pledged Shares").

	B.	Borrower now wishes to transfer to Subsidiary and Subsidiary 
wishes to acquire certain of the Pledged Shares consisting of ___________ of 
_______________, a ____________ (the "Designated Pledged Shares").  
Administrative Agent and the Banks have consented to such transfer provided 
that such transfer and acquisition are made subject to the security interest 
in favor of Administrative Agent as provided herein.

AGREEMENT

	NOW, THEREFORE, in consideration of the above recitals and for other 
good and valuable consideration, the receipt andadequacy of which are hereby 
acknowledged, Borrower and Subsidiary hereby agree with Administrative Agent, 
for the ratable benefit of the Banks and the Agents, as follows:

	1.	Definitions and Interpretation.  When used in this Security 
Agreement, the following terms shall have the following respective meanings:

	"Administrative Agent" shall have the meaning given to that term in the 
introductory paragraph hereof.

	"Banks" shall have the meaning given to that term in the introductory 
paragraph hereof.

	"Borrower" shall have the meaning given to that term in the introductory 
paragraph hereof.

	"Borrower Pledge Agreement" shall have the meaning given to that term in 
Recital A hereof.

	"Credit Agreement" shall have the meaning given to that term in Recital 
A hereof.

	"Designated Pledged Shares" shall have the meaning given to that term in 
Recital B hereof.

 	"Obligations" shall mean and include all loans, advances, debts, 
liabilities and obligations, howsoever arising, owed by Borrower to any Agent 
or any Bank of every kind and description (whether or not evidenced by any 
note or instrument and whether or not for the payment of money), direct or 
indirect, absolute or contingent, due or to become due, now existing or 
hereafter arising pursuant to the terms of the Credit Agreement or any of the 
other Credit Documents, including without limitation all interest, fees, 
charges, expenses, attorneys' fees and accountants' fees chargeable to 
Borrower or payable by Borrower thereunder.

	"Pledged Shares" shall have the meaning given to that term in the 
Borrower Pledge Agreement.

	"Subsidiary" shall have the meaning given to that term in the 
introductory paragraph hereof.

	"UCC" shall mean the Uniform Commercial Code as in effect in the State 
of California from time to time.

Unless otherwise defined herein, all other capitalized terms used herein and 
defined in the Credit Agreement shall have the respective meanings given to 
those terms in the Credit Agreement, and all terms defined in the UCC shall 
have the respective meanings given to those terms in the UCC.  The rules of 
construction set forth in Section I of the Credit Agreement shall, to the 
extent not inconsistent with the terms of this LienAcknowledgement Agreement, 
apply to this Lien Acknowledgement Agreement and are hereby incorporated by 
reference.  Subsidiary acknowledges receipt of a copy of the Credit Agreement 
and the Borrower Pledge Agreement.

	2.	Lien Acknowledgement.  Borrower and Subsidiary hereby acknowledge 
the security interest of Administrative Agent in the Designated Pledged Shares 
and agree that all transfers by Borrower to Subsidiary and all acquisitions by 
Subsidiary from Borrower of Designated Pledged Shares are subject to the 
security interest of Administrative Agent in such Designated Pledged Shares.  
Subsidiary further acknowledges that its acquisition and ownership of the 
Designated Pledged Shares is subject to the due, timely and complete 
performance of all obligations and duties of Borrower under the Borrower 
Pledge Agreement and acknowledges the rights and remedies of Administrative 
Agent under the Borrower Pledge Agreement with respect to, in each case, all 
Designated Pledged Shares acquired by Subsidiary.  Subsidiary expressly agrees 
to be bound by the terms of the Borrower Pledge Agreement with respect to all 
Designated Pledged Shares acquired by Subsidiary in the same manner as 
Borrower as if Subsidiary was a party thereto.  Without limiting the 
generality of the foregoing, Subsidiary acknowledges and agrees that, upon the 
occurrence and during the continuance of an Event of Default, Administrative 
Agent shall be entitled to foreclose its interest in the Designated Pledged 
Shares pursuant to the Borrower Pledge Agreement and to acquire the Designated 
Pledged Shares or convey them to a third party purchaser at such foreclosure 
sale free and clear of any interest of Borrower or Subsidiary therein.

	3.	Further Assurances.  Borrower and Subsidiary shall deliver to 
Administrative Agent such instruments, agreements, filings, notices, 
registrations, certificates, opinions and other documents and take such other 
actions as Administrative Agent may reasonably determine are necessary to 
continue, perfect, maintain, protect and evidence the security interest of 
Administrative Agent in all Designated Pledged Shares after any acquisition 
thereof by Subsidiary.

	4.	Representations and Warranties.  Borrower and Subsidiary each 
represent and warrant to the Banks and Agents as follows:

	(a)	Such Person is a corporation duly organized, validly existing and 
in good standing under the laws of its jurisdiction of incorporation.

	(b)	The execution, delivery and performance by such Person of this 
Lien Acknowledgement Agreement are within the corporate power of such Person 
and have been duly authorized by all necessary corporate actions on the part 
of such Person.

	(c)	This Lien Acknowledgement Agreement has been duly executed and 
delivered by such Person and constitute the legal, valid and binding 
obligations of such Person, enforceable against it in accordance with its 
terms, except as limited by bankruptcy, insolvency or other laws of general 
application relating to or affecting the enforcement of creditors' rights 
generally and general principles of equity (regardless of whether considered 
in a proceeding in equity or at law).

	(d)	The execution, delivery and performance by such Person of this 
Lien Acknowledgement Agreement do not (i) violate any Requirement of Law 
applicable to such Person, (ii) contravene any material Contractual Obligation 
of such Person which could reasonably be expected to have a Material Adverse 
Effect or (iii) result in the creation or imposition of any Lien upon any of 
the Designated Pledged Shares (except for the security interest therein 
granted in the Borrower Pledge Agreement to Administrative Agent).

	(e)	No consent, approval, order or authorization of, or registration, 
declaration or filing with, any Governmental Authority or other Person 
(including, without limitation, the shareholders of any Person) is required in 
connection with the execution, delivery and performance of this Lien 
Acknowledgement Agreement, except such consents, approvals, orders, 
authorizations, registrations, declarations and filings that are so required 
and which have been obtained and are in full force and effect.

	5.	Miscellaneous.

	(a)	Notices.  Except as otherwise specified herein, all notices, 
requests, demands, consents, instructions or other communications to or upon 
Borrower, Subsidiary or Administrative Agent under this Lien Acknowledgement 
Agreement shall be in writing and faxed, mailed or delivered to Borrower, 
Subsidiary or Administrative Agent at its respective facsimile number or 
address set forth below (or to such other facsimile number or address for any 
party as indicated in any notice given by that party to the other party).  All 
such notices and communications shall be effective (i) when sent by Federal 
Express or other overnight service of recognized standing, on the second 
Business Day following the deposit with such service; (ii) when mailed, first 
class postage prepaid and addressed as aforesaid through the United States 
Postal Service, upon receipt; (iii) when delivered by hand, upon delivery; and 
(iv) when faxed, upon confirmation of receipt.

		Borrower:		Quantum Corporation
					500 McCarthy Boulevard
					Milpitas, CA 95035
					Attn: Joseph T. Rodgers,
						 Executive Vice President Finance
						 and Secretary
					Telephone:  (408) 894-4212
					Facsimile:  (408) 894-3223

		Subsidiary:	________________________
					c/o Quantum Corporation
					500 McCarthy Boulevard
					Milpitas, CA 95035
					Attn: Joseph T. Rodgers,
						 Executive Vice President Finance
						 and Secretary
					Telephone:  (408) 894-4212
					Facsimile:  (408) 894-3223

		Administrative
		Agent:		Canadian Imperial Bank of Commerce
					425 Lexington Avenue
					New York, New York  10017
					Attn:  Arlene Tellerman, Syndications
					Telephone:  (212) 856-3695
					Facsimile:  (212) 856-3799

	(b)	Waivers; Amendments.  Any term, covenant, agreement or condition 
of this Lien Acknowledgement Agreement may be amended or waived, subject to 
the terms of the Credit Agreement, if such amendment or waiver is in writing 
and is signed by Borrower, Subsidiary and Administrative Agent.  No failure or 
delay by Administrative Agent in exercising any right hereunder shall operate 
as a waiver thereof or of any other right nor shall any single or partial 
exercise of any such right preclude any other further exercise thereof or of 
any other right.  Unless otherwise specified in any such waiver or consent, a 
waiver or consent given hereunder shall be effective only in the specific 
instance and for the specific purpose for which given.

	(c)	Successors and Assigns.  This Lien Acknowledgement Agreement shall 
be binding upon and inure to the benefit of Administrative Agent, Borrower, 
Subsidiary, the Banks and the other Agents and their respective successors and 
assigns; provided, however, that Administrative Agent, Borrower, Subsidiary, 
the Banks and the other Agents may sell, assign and delegate their respective 
rights and obligations hereunder only as permitted by the Credit Agreement.  
The Banks and the Agents may disclose this Lien Acknowledgement Agreement as 
provided in the Credit Agreement.

	(d)	Partial Invalidity.  If at any time any provision of this Lien 
Acknowledgement Agreement is or becomes illegal, invalid or unenforceable in 
any respect under the law of any jurisdiction, neither the legality, validity 
orenforceability of the remaining provisions of this Lien Acknowledgement 
Agreement nor the legality, validity or enforceability of such provision under 
the law of any other jurisdiction shall in any way be affected or impaired 
thereby.

	(e)	Cumulative Rights, etc.  The rights, powers and remedies of 
Administrative Agent under this Lien Acknowledgement Agreement shall be in 
addition to all rights, powers and remedies given to Administrative Agent, the 
Banks and the other Agents by virtue of any applicable Governmental Rule, the 
Credit Agreement or any other Credit Document, all of which rights, powers, 
and remedies shall be cumulative and may be exercised successively or 
concurrently without impairing Administrative Agent's rights hereunder. 
Borrower and Subsidiary waive any right to require Administrative Agent, any 
Bank or any other Agent to proceed against any Person or to exhaust any 
Designated Pledged Shares or to pursue any remedy in Administrative Agent's, 
Bank's or any other Agent's power.

	(f)	Payments Free of Taxes, Etc.  All payments made by Borrower or 
Subsidiary under this Lien Acknowledgement Agreement shall be made by Borrower 
or Subsidiary free and clear of and without deduction for any and all present 
and future taxes, levies, charges, deductions and withholdings (except as 
otherwise provided in the Credit Agreement).  In addition, Borrower and 
Subsidiary shall pay upon demand any stamp or other taxes, levies or charges 
of any jurisdiction with respect to the execution, delivery, registration, 
performance and enforcement of this Lien Acknowledgement Agreement.  Upon 
request by Administrative Agent, Borrower and Subsidiary shall furnish 
evidence satisfactory to Administrative Agent that all requisite 
authorizations and approvals by, and notices to and filings with, governmental 
authorities and regulatory bodies have been obtained and made and that all 
requisite taxes, levies and charges have been paid.

	(g)	Borrower and Subsidiary's Continuing Liability. Notwithstanding 
any provision of this Lien Acknowledgement Agreement or any other Credit 
Document or any exercise by Administrative Agent of any of its rights 
hereunder or thereunder (including, without limitation, any right to collect 
or enforce any Designated Pledged Shares), (i) each of Borrower and Subsidiary 
shall remain severally liable to perform their respective obligations and 
duties in connection with the Designated Pledged Shares owned by it 
(including, without limitation, all agreements relating to such Designated 
Pledged Shares) and (ii) neither Administrative Agent, any Agent nor any Bank 
shall assume or be considered to have assumed any liability to perform such 
obligations and duties or to enforce any of Borrower or Subsidiary's rights in 
connection with the DesignatedPledged Shares (including, without limitation, 
all agreements relating to the Designated Pledged Shares).

	(h)	Attorneys' Fees.  In the event of any legal action, including any 
judicial proceeding, arbitration or other proceeding, to enforce or interpret 
any provision of this Lien Acknowledgement Agreement, the prevailing party 
shall be entitled to recover its reasonable attorneys' fees and other costs 
incurred from the losing party.

	(i)	Governing Law.  This Lien Acknowledgement Agreement shall be 
governed by and construed in accordance with the laws of the State of 
California without reference to conflicts of law rules (except to the extent 
otherwise provided in the UCC).

	(j)	Jury Trial.  EACH OF BORROWER, SUBSIDIARY AND ADMINISTRATIVE 
AGENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY 
WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY 
ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY CREDIT 
DOCUMENT.

	(k)	Counterparts.  This Lien Acknowledgement Agreement may be executed 
in any number of identical counterparts, any set of which signed by all the 
parties hereto shall be deemed to constitute a complete, executed original for 
all purposes.

	IN WITNESS WHEREOF, Borrower, Subsidiary and Administrative Agent have 
caused this Lien Acknowledgement Agreement to be executed as of the day and 
year first above written.

						QUANTUM CORPORATION


						By:                              
						   Name:                         
						   Title:                        


						_________________________________


						By:                              
						   Name:                         
						   Title:                        


						CANADIAN IMPERIAL BANK OF COMMERCE


						By:                              
						   Name:                         
						   Title:                        


EXHIBIT A

PLEDGOR CONSENT LETTER


[__________], 1995


TO:	CANADIAN IMPERIAL BANK OF COMMERCE,
Acting as administrative and collateral agent (jointly in such capacities, 
"Administrative Agent") for the financial institutions which are from time to 
time parties to the Credit Agreement referred to below (collectively, the 
"Banks")


	1.	Reference is made to the following:

	(a)	The Credit Agreement, dated as of October 3, 1994 (as amended from 
time to time, the "Credit Agreement"), among Quantum Corporation ("Borrower"); 
the Banks; ABN AMRO Bank N.V., San Francisco International Branch, Barclays 
Bank PLC and CIBC Inc., as managing agents for the Banks (collectively in such 
capacity, the "Managing Agents"); and Administrative Agent;

	(b)	The Security Agreement dated as of October 3, 1994 (the 
"Subsidiary Security Agreement") executed by the undersigned ("Subsidiary") 
and Administrative Agent; and 

	(c)	The First Amendment to Credit Agreement dated as of [______], 1995 
(the "First Amendment") among Borrower, the Banks, the Managing Agents and 
Administrative Agent.

	2.	Subsidiary hereby consents to the First Amendment. Subsidiary 
expressly agrees that such amendment shall in no way affect or alter the 
rights, duties, or obligations of Subsidiary, the Banks, any of the Managing 
Agents or Administrative Agent under the Guaranty.

	3.	From and after the date hereof, the term "Credit Agreement" as 
used in the Subsidiary Security Agreement shall mean the Credit Agreement, as 
amended by the First Amendment.

	4.	Subsidiary's consent to the First Amendment shall not be construed 
(i) to have been required by the terms of the Subsidiary Security Agreement or 
any other document, instrument or agreement relating thereto or (ii) to 
require the consent of Subsidiary in connection with any future amendment of 
the Credit Agreement or any other Credit Document.

	IN WITNESS WHEREOF, Subsidiary has executed this Pledgor Consent Letter 
as of the day and year first written above.


					[________________]


					By: ____________________________
					    Name:_______________________
					    Title:______________________

EX-10

                     SECOND AMENDMENT TO CREDIT AGREEMENT


	THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated as of 
August 18, 1994 is entered into by and among QUANTUM CORPORATION, a Delaware 
corporation (the "Company"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS 
ASSOCIATION, as agent for itself and the Banks (in such capacity, the 
"Agent"), and the several financial institutions party to the Credit Agreement 
(collectively, the "Banks").

RECITALS

	A.  The Company, the Banks and the Agent are parties to a Credit 
Agreement dated as of August 18, 1992, as amended by an Amendment to Credit 
Agreement dated as of August 18, 1993 (as so amended, the "Credit 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 agree to certain amendments 
of the Credit Agreement.

	C.  The Banks are willing to amend the Credit 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 Credit 
Agreement.

	2.  Amendments to Credit Agreement.

		(a)  The definition of the term "Termination Date" contained in 
Section 1.01 of the Credit Agreement shall be amended and restated in its 
entirety so as to read as follows:

	"`Termination Date' means the earliest to occur of (a) August 18, 1995 
and (b) the date on which the Commitments shall terminate in accordance with 
the provisions of this Agreement."

		(b)  Section 7.02 of the Credit Agreement shall be amended and 
restated in its entirety so as to read as follows:

	"7.02  Consolidated Tangible Net Worth.  The Company shall not permit 
its Consolidated Tangible Net Worth at any time during any fiscal quarter to 
be less than 80% of its Consolidated Tangible Net Worth as at the end of its 
previous fiscal quarter; provided, that, for the fiscal quarter ending January 
1, 1995, the Company shall not permit its Consolidated Tangible Net Worth at 
any time during such fiscal quarter to be less than 60% of its Consolidated 
Tangible Net Worth as at October 2, 1994."

	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 Credit 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 Credit 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, 1994 (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, either in the form of a duly 
executed original signature page to this Amendment or an executed signature 
page sent by facsimile transmission to be followed promptly by mailing of a 
hard copy original.  Each of the parties understands and agrees that receipt 
by the Agent of a facsimile transmitted signature page purportedly bearing the 
signature of a Bank or the Company shall bind such Bank or the Company, 
respectively, with the same force and effect as the delivery of a hard copy 
original.  Any failure by the Agent to receive the hard copy original 
signature page shall not diminish the binding effect of receipt of the 
facsimile transmitted signature page of the party whose hard copy original 
signature page was not received by the Agent.  

		(b)  The Agent has received from the Company a copy of a 
resolution passed by the board of directors of the Company, certified by the 
Secretary or an Assistant Secretary of the Company 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 Credit Agreement and the Collateral Documents are and shall 
remain in full force and effect and all references therein to such Credit 
Agreement shall henceforth refer to the Credit Agreement as amended by this 
Amendment.  This Amendment shall be deemed incorporated into, and a part of, 
the Credit 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 Credit 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 Credit 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 Credit 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: \s\ Joseph T. Rodgers

	Title:Executive Vice President,
		Finance and Secretary


	By:                           

	Title:                        


	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:                           

	Title:                        


	By:                           

	Title:                        


	CIBC, INC.



	By:                           

	Title:                        


	By:                           

	Title:                        

EX-11

Exhibit 11

STATEMENT OF COMPUTATION OF EARNINGS PER SHARE


                                                        Year ended March 31,
(In thousands except per share data)           1995        1994         1993
Primary
Weighted average number of common
  shares outstanding                         45,401      43,341       43,038
Incremental common shares attributable
  to outstanding options                      1,918       1,626        2,690
Total shares                                 47,319      44,967       45,728
Net income                                  $81,591     $ 2,674      $93,811
Net income per share                        $  1.72     $   .06      $  2.05


Fully Diluted
Weighted average number of common
  shares outstanding                         45,401      43,341       43,038
Incremental common shares attributable to:
  Outstanding options                         1,929       1,759        2,753
  6 3/8% convertible subordinated
    debentures                               11,708      11,708       11,708
Total shares                                 59,038      56,808       57,499
Net income:
  Net income                                $81,591     $ 2,674     $ 93,811
  Add interest on convertible subordinated
    debentures, net of tax                    8,128       8,128        8,127
  Adjusted net income                       $89,719     $10,802     $101,938
Net income per share                        $  1.52     $   .19 *   $   1.77



*  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)                    1995      1994      1993      1992      1991

Income before income
  taxes                       $145,305  $  3,663  $146,579  $ 74,356  $115,959
Add fixed charges               29,277    18,906    17,125    10,409     6,409
  Earnings (as defined)       $174,582  $ 22,569  $163,704  $ 84,765  $122,368

Fixed charges
  Interest expense            $ 21,557  $ 14,305  $ 13,777  $  7,763  $  5,205
  Amortization of debt
    issuance costs               1,458       577       586         -         -
  Estimated interest
    component of rent
    expenses                     6,262     4,024     2,762     2,646     1,204
    Total fixed charges       $ 29,277  $ 18,906  $ 17,125  $ 10,409  $  6,409

Ratio of earnings to fixed
  charges                          6.0       1.2       9.6       8.1      19.1

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 Peripherals 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.

17.	P.T. Quantum Peripherals Indonesia, an Indonesian corporation.

18.	Quantum Japan Procurement Center, Inc., a Japanese corporation.

19.	Quantum Storage (Malaysia) Sdn. Bhd., a Malaysian corporation.

20.	Quantum Peripherals Colorado, Inc., a Delaware corporation.

EX-23

Exhibit 23

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS





We consent to the incorporation by reference in the Registration Statements 
(Form S-8, Nos. 2-94170, 33-37388, 33-52190, 33-19412, 33-52192, 33-72222) 
pertaining to the 1984 Stock Option Plan, the 1986 Stock Option Plans, the 
Plus Development 1987 Stock Option Plan of Quantum Corporation, the Employee 
Stock Purchase Plan and the 1993 Long-Term Incentive Plan of Quantum 
Corporation, of our report dated April 28, 1995, with respect to the 
consolidated financial statements and schedule of Quantum Corporation included 
in the Annual Report (Form 10-K) for the year ended March 31, 1995.



Ernst & Young LLP
Palo Alto, California
July 12, 1995

EX-27

 

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE FINANCIAL STATEMENTS OF QUANTUM CORPORATION FOR THE TWELVE MONTH 
PERIOD ENDED MARCH 31, 1995. 

<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   12-mos
<FISCAL-YEAR-END>                          MAR-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                         187,753
<SECURITIES>                                         0
<RECEIVABLES>                                  509,850
<ALLOWANCES>                                    11,963
<INVENTORY>                                    324,650
<CURRENT-ASSETS>                             1,089,924
<PP&E>                                         399,930
<DEPRECIATION>                                 119,831
<TOTAL-ASSETS>                               1,481,028
<CURRENT-LIABILITIES>                          644,041
<BONDS>                                        327,500
<COMMON>                                       141,154
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     368,333
<TOTAL-LIABILITY-AND-EQUITY>                 1,481,028
<SALES>                                      3,367,984
<TOTAL-REVENUES>                             3,367,984
<CGS>                                        2,804,271
<TOTAL-COSTS>                                2,804,271
<OTHER-EXPENSES>                               402,651
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              23,015
<INCOME-PRETAX>                                145,305
<INCOME-TAX>                                    63,714
<INCOME-CONTINUING>                             81,591
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    81,591
<EPS-PRIMARY>                                     1.72
<EPS-DILUTED>                                     1.52