Room 4561

	August 1, 2005

Mr. C.S. Park
Chief Executive Officer
Maxtor Corporation
500 McCarthy Boulevard
Milpitas, California 95035

Re:	Maxtor Corporation
	Registration Statement on Form S-3 filed July 7, 2005
	File No. 333-126454

Dear Mr. Park:

      This is to advise you that we have limited our review of the
above registration statement to the matters addressed in the
comments
below.  No further review of the p registration statement has been
or
will be made.  All persons who are by statute responsible for the
adequacy and accuracy of the registration statement are urged to
be
certain that all information required under the Securities Act and
Exchange Act has been included.

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Please note that our comments issued in a letter dated June 15,
2005 with respect to your Form S-3 filed May 16, 2005 and your
recently filed Form 10-K and Form 10-Q must be resolved prior to
the
date of effectiveness of this registration statement.

Our Rescission Offer

2. We note your disclosure here and elsewhere in your prospectus
regarding the rescission offer which is provided because certain
shares purchased under your 1998 employee stock purchase plan may
not
have been exempt from registration or qualification under the
Securities Act.  Please revise to explain the basis for the
uncertainty as well as to provide additional background about the
offering and the sequence of events that led to the rescission
offer.

Incorporation by Reference

3. We note that subsequent to your filing of this registration
statement you filed Forms 8-K.  Please revise to incorporate by
reference to the extent required.  In addition, we note that you
incorporate by reference your Form 8-K filed February 25, 2005
except
for the Item 8.01 disclosure made in that report.  Information
provided under Item 8.01 on Form 8-K is considered filed under the
Exchange Act.  Please incorporate your entire Form 8-K filed
February
25, 2005.


*              *              *              *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts related to your disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert the staff comments and the
declaration
of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of your registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act and the
Exchange
Act as they relate to the proposed public offering of the
securities
specified in the above registration statement.  We will act on the
request and, pursuant to delegated authority, grant acceleration
of
the effective date.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

      You may contact Daniel Lee at (202) 551-3477 with any
questions.  If you need further assistance, you may contact me at
(202) 551-3462 or Barbara C. Jacobs, Assistant Director, at (202)
551-3735.

	Sincerely,


	Mark P. Shuman
	Branch Chief - Legal

cc:	Via Facsimile
	Diane Holt Frankle, Esq.
	John Saia, Esq.
	DLA Piper Rudnick Gray Cary US LLP
	2000 University Boulevard
	East Palo Alto, California 94303
	Telephone: (650) 833-2000
	Facsimile:  (650) 833-2001