SecProbe.io

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      August 18, 2005

By Facsimile ((415) 395-8095) and U.S. Mail

Tad J. Freese, Esq.
Latham & Watkins LLP
505 Montgomery Street, Suite 2000
San Francisco, CA  94111

	Re:	nStor Technologies, Inc.
		Schedules TO-Cs filed July 28, July 29 and August 3,
2005
		    by Normandy Acquisition Corporation and Xyratex Ltd

		Schedule TO-T filed August 5, 2005
		     by Normandy Acquisition Corporation and Xyratex Ltd

Dear Mr. Freese:

      We have reviewed your filings and have the following
comments.
All defined terms we use in this letter have the same meaning as
in
your offer materials. Where indicated, we think you should revise
your documents 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 information so we may better understand your disclosure.
After reviewing this information, we may 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.

Schedule TO-C filed August 3, 2005
1. You indicate that the slide included under cover of a Schedule
TO-
C filed on August 3, 2005 was presented by Xytratex on that date.
In
your response letter, please provide some background about how and
where this slide was used. For example, was it part of a larger
presentation? To whom was the slide presented and in what context?
We
may have additional comments

Schedule TO-T

Exhibit (a)(1)(A) - Offer to Purchase

Introduction, page 6
2. We note on page 27 that any unexpired and unexercised stock
option
or similar rights to purchase nStor securities will be cancelled
at
the effective time of the merger.  Tell us, with a view to revised
disclosure, whether and how option holders may participate in the
tender offer. In addition, provide disclosure in this section to
alert option holders that they should exercise vested options in
order to participate in the tender offer and merger, as the case
may
be.
3. We note that nStor`s three largest security holders entered
into
support agreements with you to, among other things, tender
approximately 62 million shares.  We also note that these security
holders own approximately 97.8 million shares.  Explain in your
response letter, with a view to additional disclosure, why the
support agreement does not include the tender of all securities
held
by these persons.

Terms of the Offer, page 9
4. We note the disclosure in the last paragraph of this section
that
you "may be deemed to beneficially own" the securities held by
nStor`s three largest security holders pursuant to the support
agreements.  Isn`t your purchase of these securities contingent on
consummation of the tender offer?  As we read the support
agreement,
that purchase will not occur unless the offer closes.  If that is
not
your reading of the agreement, please advise in your response
letter.
As you know, if Xyratex is deemed to have acquired these
securities
already, this will impact the disclosure required under applicable
federal securities laws.

Acceptance for Payment and Payment, page 11
5. Please revise the language that states that you will return
share
certificates evidencing unpurchased shares "as promptly as
practicable" to state that you will make such returns "promptly"
as
required by Rule 14e-1(c).

Certain Information Concerning Parent and Purchaser, page 17
6. We note the "best knowledge" qualifier in the last paragraph on
page 17. This disclaimer concerning any possible relationships
between the affiliates of Parent and Purchaser listed in Schedule
I
and nStor Technologies is inappropriate.  Please delete.

Background of the Offer, page 18
7. We note that the first contact between the Company and Parent
occurred during the summer of 2004 when one of the Company`s sales
representatives made a routine sales call. The next sentence of
your
disclosure states that on September 3, 2004, the parties signed a
"standard" non-disclosure agreement. Expand your disclosure to
explain how the discussions between the parties evolved from a
routine sales call to the execution of a non-disclosure agreement.
Describe any intervening contacts. Is the execution of such an
agreement in these circumstances customary in your industry?
8. Generally revise this section to describe in greater detail the
negotiations between the parties.  For example, did nStor provide
any
financial projections to you?  Did you conduct interviews with
nStor`s management?
9. Revise the entry for April 4, 2005 to disclose the valuation
proposed by Mr. Jaiven.
10. Please expand your disclosure of the May 6, 2005 meeting
during
which the parties agreed on "several material terms of a possible
business combination."  Which terms were agreed upon?
11. With respect to the proposed term sheet presented by Xyratex
on
May 13, 2005, please provide the per share value of the proposal.
If
that value is different from the tender offer price, please
describe
the events leading up to the tender offer price, including any
adjustments made to the aggregate valuation.
12. Refer to the penultimate paragraph on page 19.  Explain why
the
companies restructured the proposed transaction from an all-stock
transaction to an all-cash one.
13. Expand your disclosure to describe the negotiation of the
shareholder support agreements.

Conditions to the Offer, page 34
14. We do not understand why you reserve the right to determine
"in
Parent`s reasonable discretion" whether or not an objective
condition
like the Minimum Condition has been satisfied. It would seem that
there is no subjectivity in counting the number of Shares
tendered.
Please revise or advise.
15. All offer conditions, except those related to governmental
approvals necessary for consummation of the offer, must be
satisfied
or waived as of the expiration date of the offer, not the "time of
acceptance for payment or payment for [tendered] Shares." Please
revise the language in (2) on page 34 in accordance with this
comment.
16. Please update the offer materials, if applicable, regarding
the
status of conditions (i), (j) and (k).
Closing Information

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 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 filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the bidders acknowledging that:

* the bidders are responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the bidders may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Christina Chalk, Special Counsel, at (202) 551-3263.
You
may also contact me via facsimile at (202) 772-9203.  Please send
all
correspondence to us at the following ZIP code: 20549-3628.

					Sincerely,

					Daniel F. Duchovny
					Attorney-Advisor
					Office of Mergers & Acquisitions
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Tad J. Freese, Esq.
Latham & Watkins LLP
August 18, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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