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[FRIED, FRANK, HARRIS,
SHRIVER & JACOBSON LLP LETTERHEAD]

    Direct Line: (212) 859-8296

    Warren.de.Wied@friedfrank.com

February 14,
2017

Daniel F.
Duchovny
Special Counsel

Officer of Mergers and
Acquisitions
United States
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

    Re:

    Quantum Corporation

    Preliminary Proxy Statement

    Filed on February 3,
      2017

    File No. 001-13449

Dear Mr. Duchovny:

This letter sets forth the
response of Quantum Corporation (the “Company”) to the comment
letter, dated February 13, 2017, of the staff of the Division of Corporation
Finance (the “Staff”) with respect to
the Preliminary Proxy Statement filed by the Company on February 3, 2017 (the
“Preliminary Proxy
Statement”). This letter is being
filed today with Amendment No. 1 to the Preliminary Proxy Statement
(“Amendment No. 1”). In order to facilitate your review, we have
repeated each comment in its entirety in the original numbered sequence. We have
also sent to your attention via email a copy of Amendment No. 1 marked to show
changes from the Preliminary Proxy Statement.

Preliminary Proxy
Statement

    1.

    Please provide us your analysis of the application of Rule
      13e-3 to the reverse stock split proposal. We note that Rule 13e-3 applies
      to a transaction or a series of transactions of the type specified in the
      rule.

      Response:

      The Company currently
      has more than 950 registered holders and, based on the current holdings of
      those registered holders and assuming conservatively a 1:7 reverse stock
      split, would continue to have more than 500 registered holders following
      the reverse stock split. The Company’s common stock would also continue to
      be listed on the New York Stock Exchange. Accordingly, the reverse stock
      split does not have a reasonable likelihood or purpose of producing,
      directly or indirectly, any of the effects specified in paragraph
      (a)(3)(ii) of Section 13e-3.

Information
Concerning Solicitation and Voting, page 6

    2.

    We note your disclosure that VIEX intends to “seek control”
      of the board. Revise your disclosure to clarify how VIEX is doing so. It
      appears that VIEX’s nominees are independent of VIEX and that two of its
      nominees are your current directors.

      Response:

      The Company
      respectfully acknowledges the Staff’s comment, and has revised the
      disclosure on pages 4 and 6 of Amendment No. 1.

    3.

    Clarify that the two incumbent directors you are not nominating are
      being nominated by VIEX, explain why you are not re-nominating them and
      why you are only nominating seven individuals for a nine-member
      board.

      Response:

      The Company
      respectfully acknowledges the Staff’s comment, and has revised the
      disclosure on page 6 of Amendment No. 1.

    4.

    We note your disclosure on page 8 that broker may not vote shares
      without instructions from a security holder on any proposal. Please tell
      us why, with a view toward revised disclosure.

      Response:

      The NYSE will treat
      all items to be voted on at the stockholders’ meeting as non-routine if
      VIEX mails its proxy statement to all Company stockholders. If VIEX mails
      to fewer than all holders the NYSE may permit broker votes on routine
      items, which, in this instance, would be limited to the ratification of
      the appointment of the Company’s auditors. The NYSE will not make a final
      determination on this matter until both parties have mailed their proxy
      materials. The Company has revised the disclosure on page 8 of Amendment
      No. 1.

    5.

      Refer to the first
      paragraph on page 13. Revise your disclosure to describe the
      considerations that will be made in determining the order of priority in
      which the proxies will allocate votes for each of your nominees.

      Response:

      The Company
      respectfully acknowledges the Staff’s comment, and has revised the
      disclosure on page 13 of Amendment No. 1.

      Certain
      Background Information, page 14

    6.

    Each statement or assertion of opinion or belief must be clearly
      characterized as such, and a reasonable factual basis must exist for each such opinion or
      belief. Support for opinions or beliefs should be self-evident, disclosed
      in the proxy statement or provided to the staff on a supplemental basis.
      Please provide support for your disclosure that the election of VIEX’s
      nominees “could adversely impact the operations and strategic direction of
      the Company” (page 14).

      Response:

      Based upon its
      discussions with VIEX during the past year, its familiarity with four of
      VIEX’s five nominees (who are either current board members or board
      observers), the failure of VIEX to articulate any business plan for the
      Company, the fact that VIEX has a significant unrealized gain on its
      investment in the Company and may be focused on liquidity for its shares
      rather than long-term value creation for all stockholders, the negative
      post-stockholder meeting performance of other companies at which VIEX ran
      successful proxy contests in 2016, the fact that VIEX has alluded in its
      proxy statement to potential management changes, and the potential for
      employee attrition should a change in control of the Board occur, the
      Company has a reasonable basis for concern that the election of the VIEX
      nominees to a majority of the seats on the Board could adversely impact
      the Company’s business operations and strategic
  direction.

    7.

    Refer
      to the first paragraph on page 15. It is unclear how you can ensure that
      the board will do as you state upon the election of a majority of your
      nominees. If four of your nominees are elected, it necessarily results
      that five of VIEX’s nominees would be elected, in which case the current
      board members would constitute a minority of the board and would be unable
      to dictate on their own how the board would act. Please revise or advise.

      Response:

      The Company
      respectfully acknowledges the Staff’s comment, and has revised the
      disclosure on page 15 of Amendment No. 1.

      Proposal Six,
      page 37

    8.

    Revise your disclosure to include the
      information required by Item 13(a) of Schedule 14A. See Item 12(f) of
      Schedule 14A.

      Response:

      The Company
      respectfully refers the Staff to Instruction 1 to Item 13 that provides
      the following:

      "Notwithstanding the
      provisions of this Item, any or all of the information required by
      paragraph (a) of this Item not material for the exercise of prudent
      judgment in regard to the matter to be acted upon may be omitted (emphasis
      added). In the usual case the information is deemed material to the
      exercise of prudent judgment where the matter to be acted upon is the
      authorization or issuance of a material amount of senior securities, but
      the information is not deemed material where the matter to be acted upon
      is the authorization or issuance of common stock, otherwise than in an
      exchange, merger, consolidation, acquisition or similar transaction,
      (emphasis added) the authorization of preferred stock without present
      intent to issue or the authorization of preferred stock for issuance for
      cash in an amount constituting fair value."

      The reverse stock
      split will result solely in (i) a reduction in the number of the Company’s
      outstanding shares of common stock, (ii) a reduction in the number of the
      Company’s stockholders of record (to the extent the reverse stock split
      would result in any stockholders owning less than one share) and (iii) an
      increase in the trading price of the Company’s common stock. The Company
      does not believe that the information specified in paragraph (a) is
      material to stockholders’ exercise of prudent judgment in regard to the
      approval of the reverse stock split and, accordingly, the Company believes
      that the information required pursuant to Item 12(f) and Item 13(a) of
      Schedule 14A may be omitted.

      Change of
      Control Severance Policy, page 59

    9.

    Revise the first paragraph on page 59 to
      define fully the terms “Involuntary Termination” and
      “cause.”

      Response:

      The Company
      respectfully acknowledges the Staff’s comment, and has revised the
      disclosure on page 59 of Amendment No. 1.

    10.

      We note your description in the last paragraph of
      page 14 about the change of control that would be effected if all of
      VIEX’s nominees are elected. We also note the disclosure in this section.
      Revise your disclosure to address how the election of three of your
      nominees and the two incumbent directors in VIEX’s slate would affect a
      determination of whether a change of control has taken place, as defined
      in the relevant agreements.

       Response:

The Company respectfully
acknowledges the Staff’s comment, and has revised the disclosure on page 11 of
Amendment No. 1.

Please contact me by phone
at (212) 859-8296 or by email at Warren.de.Wied@friedfrank.com if you have any
comments or questions about this letter.

    Sincerely,

    /s/ Warren de Wied

    Warren de Wied

    cc:
    Shawn Hall (Quantum Corporation)