UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

~~Current~~CURRENT ~~Report~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): ~~August~~January 2625, ~~2005~~2006

Maxtor Corporation

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-16447 (Commission File No.) 77-0123732 (I.R.S. Employer Identification No.)


Delaware	1-16447	77-0123732
(State or other jurisdiction of	(Commission File No.)	(I.R.S. Employer Identification
incorporation)		No.)

500 McCarthy Blvd., Milpitas, California 95035
(Address of principal executive offices)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oþ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 2.02 Results of Operations and Financial Condition.
	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
SIGNATURES
EXHIBIT INDEX
Exhibit Index
EXHIBIT 99.1

Item 12.0102 Results ~~Entry~~of ~~into~~Operations aand ~~Material~~Financial ~~Definitive Agreement~~Condition.

On ~~August~~January 2631, ~~2005~~2006, Maxtor Corporation (the “Company”) ~~entered~~issued ~~into~~ a ~~letter agreement~~press ~~amending~~release ~~that~~announcing ~~certain Purchase Agreement dated as of August 9, 2005 (the “Purchase~~its ~~Agreement”)~~financial byresults and between the Company and Citigroup Global Markets Inc., as representative of itself, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. (the “Initial Purchasers”) which related to the purchase of an aggregate principal amount of $300 million of 2.375% Convertible Senior Notes due 2012 (the “Notes”), with a 30-day overallotment option for ~~an additional $45 million aggregate principal amount of~~ the ~~Notes.~~fourth ~~The~~quarter ~~letter~~ended agreement (the “Purchase Agreement Amendment”) amends the terms of the overallotment option granted to Initial Purchasers in the Purchase Agreement so that it may be exercised more than one time upon notice to the Company, which may be given at any time prior to SeptemberDecember 831, 2005.

The ~~above~~press ~~description~~release ofrelating ~~the Purchase Agreement and Purchase Agreement Amendment is qualified in its entirety by reference~~ to the ~~terms~~financial ofresults for the ~~Purchase~~fourth ~~Agreement~~quarter ~~and~~ended ~~Purchase Agreement Amendment~~December 31, 2005 ~~copies~~is ofattached ~~which~~hereto ~~will be filed~~ as ~~exhibits to the Company’s next quarterly report on Form 10-Q~~Exhibit 99.1.

IMPORTANT ADDITIONAL INFORMATION

On December 21, 2005, Maxtor announced that it had entered into a definitive agreement with Seagate Technology which provides for Seagate to acquire Maxtor in a merger transaction. In connection with the proposed transaction, Seagate plans to file with the SEC a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and each of Seagate and Maxtor plan to file with the SEC other documents regarding the proposed transaction. The definitive Joint Proxy Statement / Prospectus will be mailed to stockholders of Seagate and Maxtor. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Seagate and Maxtor through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC from Seagate by directing a request to Seagate Technology, 920 Disc Drive, P.O. Box 66360, Scotts Valley, California 95067, Attention: Investor Relations (telephone: (831) 439-5337) or going to Seagate’s corporate website at www.Seagate.com, or from Maxtor by directing a request to Maxtor Corporation, 500 McCarthy Boulevard, Milpitas, California 95035, Attention: VP of Investor Relations (telephone: 408-894-5000) or going to Maxtor’s corporate website at www.Maxtor.com.

Seagate and Maxtor, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Seagate’s directors and executive officers is contained in Seagate’s Annual Report on Form 10-K for the fiscal year ended July 1, 2005 and its proxy statement dated October 7, 2005, which were filed with the SEC. Information regarding Maxtor’s directors and executive officers is contained in Maxtor’s Annual Report on Form 10-K/A for the fiscal year ended December 25, 2004 and its proxy statement dated April 11, 2005, supplemental proxy statement dated May 10, 2005 and Current Report on Form 8-K dated August 24, 2005, which were filed with the SEC. Additional information regarding the interests of such potential participants will be included in the Joint Proxy Statement/Prospectus and the other relevant documents filed with the SEC (when available).

Item 8.01 Other Events.

~~The~~On ~~Company~~January 31, ~~announced~~2006, ~~today~~the ~~that~~Company itannounced ~~sold~~its anfinancial ~~additional~~results ~~$26 million~~for of the ~~Notes~~fourth ~~pursuant~~quarter ended toDecember 31, an2005. ~~exercise~~Revenue offor the ~~Initial~~fourth ~~Purchasers’~~quarter ~~overallotment~~of ~~option.~~2005 ~~The~~was ~~Notes~~$969 million ~~were~~and ~~sold in~~ the ~~United~~Company ~~States~~reported toa ~~qualified~~net ~~institutional~~loss ~~buyers~~on ~~pursuant~~a toGAAP ~~Rule 144A~~basis of ~~the Securities Act of 1933~~$15.7 million, ~~as amended~~or $(~~the “Securities Act”~~0.06), ~~and~~per ~~outside the United States in reliance upon Regulation S under the Securities Act~~share. ~~The~~In ~~sale announced today by~~ the ~~Company~~fourth ~~is in addition to the $300 million of~~quarter ~~Notes~~of ~~sold on August 15~~2004, ~~2005,~~revenue ~~bringing~~totaled ~~the total amount sold to~~ $~~326 million~~1.031 billion Aand ~~description of~~ the ~~material~~Company ~~terms~~reported ofa ~~the~~net ~~Notes~~loss ~~was~~on ~~provided~~a ~~under~~GAAP ~~cover~~basis of ~~Form 8-K filed with the Securities and~~ ~~Exchange Commission on August~~$70.6 15million, ~~2005,~~or ~~and~~$(0.28) isper ~~incorporated herein by reference~~share.

AOn ~~copy~~January 25, of2006, the Company entered into a ~~press~~sublease ~~release~~with ~~announcing~~Sandisk Corporation for buildings 3, 4 and 6 at the ~~exercise~~Company’s corporate campus in Milpitas, California. The subleased buildings are those at 601 McCarthy Boulevard, 900 and 1000 Sumac Drive. The term of the ~~overallotment~~building 3 ~~option~~sublease is ~~attached~~from ~~as Exhibit~~March 9913, 2006 until July 31, 2011. The subleases for buildings 4 and 6 commence on July 1, 2006 and expire on July 31, 2011 and March 31, 2013, respectively. The subleases aggregate to approximately 348,515 rentable square feet for what is ~~incorporated~~currently ~~herein~~vacant space held by ~~reference~~the Company. The effect of the sublease arrangement will be approximately an $11 million credit to the Company’s restructuring expense on the consolidated income statements in the first quarter of fiscal 2006.

Item 9.01 Financial Statements and Exhibits.

(c)

Exhibits

~~Exhibit~~	~~Description~~Exhibit
99.1	Maxtor Corporation press release dated August 31, 2005 regarding amendment to Purchase Agreement and exercise of the overallotment option
	No.	Description
	Exhibit 99.1	Earnings release, dated January 31, 2006, regarding the fourth quarter 2005 results of Maxtor Corporation

~~SIGNATURE~~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.

Date: January 31, 2006
	MAXTOR CORPORATION
Date: August 31, 2005	By:	/s/ Duston M. Williams
	By:	/s/ Duston M. Williams
	Name:	Duston M. Williams
	Title:	Executive Vice President, Finance and Chief Financial Officer

~~EXHIBIT INDEX~~Exhibit Index

ExhibitNo.		Description
Exhibit
99.1		Maxtor Corporation press release dated August 31, 2005 regarding amendment to Purchase Agreement and exercise of the overallotment option
No.		Description
Exhibit 99.1		Earnings release, dated January 31, 2006, regarding the fourth quarter 2005 results of Maxtor Corporation

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