8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2002

MAXTOR CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	0-14016	77-0123732
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 McCarthy Boulevard
Milpitas, California 95035
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:      (408) 894-5000

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 7. Financial Statements and Exhibits.
	Item 9. Regulation FD Disclosure.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

Item 7. Financial Statements and Exhibits.

         (c)  Exhibits

         The following Exhibits are filed as part of this report:

Exhibit No.	Description
99.1	Certification of Michael R. Cannon, President and Chief Executive Officer of Maxtor Corporation, filed with the Securities and Exchange Commission on August 13, 2002 pursuant to Order No. 4-460.
99.2	Certification of Paul J. Tufano, Executive Vice President, Chief Operating Officer and Chief Financial Officer of Maxtor Corporation, filed with the Securities and Exchange Commission on August 13, 2002 pursuant to Order No. 4-460.

Item 9. Regulation FD Disclosure.

         This information is not filed pursuant to the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any registration statement filed pursuant to the Securities Act of 1933, as amended.

         On August 13, 2002, both Michael J. Cannon, President and Chief Executive Officer of Maxtor Corporation, and Paul J. Tufano, Executive Vice President, Chief Operating Officer and Chief Financial Officer of Maxtor Corporation, filed certifications with the Securities and Exchange Commission (the “Commission”) pursuant to Order No. 4-460. Both certifications conformed exactly to the form prescribed by the Commission in Exhibit A to Order No. 4-460, without qualification or modification.

SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MAXTOR CORPORATION
	By:	/s/ Paul J. Tufano
Date: August 13, 2002		Paul J. Tufano Executive Vice President, Chief Operating Officer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Certification of Michael R. Cannon, President and Chief Executive Officer of Maxtor Corporation, filed with the Securities and Exchange Commission on August 13, 2002 pursuant to Order No. 4-460.
99.2	Certification of Paul J. Tufano, Executive Vice President, Chief Operating Officer and Chief Financial Officer of Maxtor Corporation, filed with the Securities and Exchange Commission on August 13, 2002 pursuant to Order No. 4-460.

EX-99.1

                                                                    EXHIBIT 99.1

   STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
   OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS



I, Michael R. Cannon, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of
Maxtor Corporation, and, except as correct or supplemented in a subsequent
covered report:

         -        no covered report contained an untrue statement of a material
                  fact as of the end of the period covered by such report (or in
                  the case of a report on Form 8-K or definitive proxy
                  materials, as of the date on which it was filed); and

         -        no covered report omitted to state a material fact necessary
                  to make the statements in the covered report, in light of the
                  circumstances under which they were made, not misleading as of
                  the end of the period covered by suc report (or in the case of
                  a report on Form 8-K or definitive proxy materials, as of the
                  date on which it was filed).

(2) I have reviewed the contents of this statement with the Company's audit
committee.

(3) In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":

         -        Annual Report on Form 10-K for the Fiscal Year Ended
                  December 29, 2001 of Maxtor Corporation;

         -        all reports on Form 10-Q, all reports on Form 8-K and all
                  definitive proxy materials of Maxtor Corporation filed with
                  the Commission subsequent to the filing of the Form 10-K
                  identified above; and

         -        any amendments to any of the foregoing.



/s/ Michael R. Cannon
- -------------------------------------
Michael R. Cannon
President and Chief Executive Officer
August 13, 2002

Subscribed and sworn to before me this 13th
day of August 2002.

/s/ Pamela Armstrong Painter
- -------------------------------------
Notary Public
My Commission Expires: 4-24-2004

EX-99.2

                                                                    EXHIBIT 99.2

   STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
   OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS


I, Paul J. Tufano, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of
Maxtor Corporation, and, except as corrected or supplemented in a subsequent
covered report:

         -        no covered report contained an untrue statement of a material
                  fact as of the end of the period covered by such report (or in
                  the case of a report on Form 8-K or definitive proxy
                  materials, as of the date on which it was filed); and

         -        no covered report omitted to state a material fact necessary
                  to make the statements in the covered report, in light of the
                  circumstances under which they were made, not misleading as of
                  the end of the period covered by suc report (or in the case of
                  a report on Form 8-K or definitive proxy materials, as of the
                  date on which it was filed).

(2) I have reviewed the contents of this statement with the Company's audit
committee.

(3) In this statement under oath, each of the following, if filed on or before
the date of this statement, is a "covered report":

         -        Annual Report on Form 10-K for the Fiscal Year Ended December
                  29, 2001 of Maxtor Corporation;

         -        all reports on Form 10-Q, all reports on Form 8-K and all
                  definitive proxy materials of Maxtor Corporation filed with
                  the Commission subsequent to the filing of the Form 10-K
                  identified above; and

         -        any amendments to any of the foregoing.




/s/ Paul J. Tufano
- ----------------------------------------------------
Paul J. Tufano
Executive Vice President, Chief Operating Officer
and Chief Financial Officer
August 13, 2002

Subscribed and sworn to before me this 13th day
of August 2002.

/s/ Pamela Armstrong Painter
- ----------------------------------------------------
Notary Public
My Commission Expires: 4-24-2004