SecProbe.io

Room 4561
March 30, 2007

Charles C. Pope
Chief Financial Officer
Seagate Technology
P.O. Box 309GT
Ugland House, South Church Street
George Town, Grand Cayman, Cayman Islands

Re:  Seagate Technology
 Form 10-K for the fiscal year ended June 30, 2006
Filed September 11, 2006
Form 10-Q for the quarter ended December 31, 2006
Filed February 2, 2007
Form 8-Ks
 Filed October 24, 2006, October 25, 2006 and January 23, 2007
File No. 001-31560

Dear Mr. Pope:

We have reviewed the above referenced filings and have the following comments.
Please note that we have limited our review to  the matters addressed in  the comments below.
We may ask you to provide us with supplemen tal information so we may better understand
your disclosure.  Please be as detailed as neces sary in your explanation.  After reviewing this
information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requ irements 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 on any other aspect of our review.  Feel free
to call us at the telephone numbers listed at the end of this letter.

Form 10-K filed September 11, 2006

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations

Results of Operations, page 43

1. Your disclosure indicates th at the 22% increase in fiscal  year 2006 revenue was offset
by price erosion; however, the average sales price per unit increased during fiscal year

Charles C. Pope
Seagate Technologies
March 30, 2007 Page 2
2006.  Your disclosures elsewhere in the filing appear to indicate that the increase in
the average sales price is due to the in troduction of new product offerings offset by
price erosion on older product offerings.  Furt her, your disclosure on page 44 indicates
an average sales price of $77 for fiscal ye ar 2005 while your disclosure on page 46
indicates an average sales pr ice of $80 for fiscal year 2005.  Please clarify the impact
of price erosion on your fis cal year 2006 and 2005 revenue and how your disclosures
accurately reflect your pricing trends.  Please clarify how your disclosures fully
comply with Section III.B.3 of SE C Release No. 33-8350, Commission Guidance
Regarding Management’s Discussion and Anal ysis of Financial Condition and Results
of Operations.

2. We note instances where two or more sour ces of a material change have been
identified, but not quantified.  For instance,  the disclosure on page 44 of your filing
indicates the increase in gross margin as a percentage of revenue from fiscal year 2005
to 2006 was primarily due to higher overall unit shipments and an increase mix of new
higher-margin products partially offset by hi gher costs associated with new product
transitions, increased warrant y cost and customer serv ice inventory write-downs,
stock-based compensation costs, price erosion, etc.  Please tell us your consideration of quantifying the impact of each source of a ma terial change.  See Section III.D of SEC
Release No. 33-6835, Management’s Discussion and Analysis of Financial Condition
and Results of Operations.

Critical Accounting Polices
Establishment of Sales Program Accruals, page 52
3. Your disclosure indicates th at your estimates are based on various factors, including
estimated future price erosion, customer orders and sell-through levels, program
participation, customer claim submittals and sales returns.  Therefore, it appears that your accounting policy for sales program accruals includes several significant
estimates and/or assumptions.  Please expl ain why you have not pr ovided discussion as
to how you arrive at each estimate, how accurate each estimate/assumption has been in the past and whether each estimate/assumpti on is reasonably likely to change in the
future.  You should provide quantitative as  well as qualitative information when
information is reasonably available.  In addition, we note that you assumed a warranty
accrual from Maxtor.  Please tell us whet her your process for estimating warranty
accruals from Maxtor products is similar to your heritage products and how your policy addresses any differences in estimates.  Please revise your disclosures to address
material differences.  We refer you to Section V of SEC Release 33-8350.

Charles C. Pope
Seagate Technologies
March 30, 2007 Page 3
Consolidated Financial Statements

Notes to Consolidated Financial Statements

Revenue Recognition, Sales Returns and Allowan ces, and Sales Incentive Programs, page 63

4. We note your disclosures on page 6 that state,  “the disc drive i ndustry is undergoing a
shift from longitudinal to perpendicular recording technology” and “perpendicular
recording technology requires a complex interplay between th e read/write heads, the
recording media, the ASICs a nd the disc drive software.”  We further note from the
support section of your web site that you o ffer customers software updates.  Please
clarify how you have evaluated the impact of the technological  advances on your
products revenue recognition policy.  In this respect, clarify whether the software contained in your disc drive is more than in cidental to the produc t as a whole pursuant
to paragraph 2 of SOP 97-2.  Please describe  your consideration of each of the factors
identified in the second footnote of SOP 97-2, as well as any other factors that you
consider to be relevant in supporting your determination.  In a ddition, describe the
nature of all software updates being provided to your customers.

Note 6.  Business Segment and Geographic Information, page 86

5. Your disclosures indicate that you have de termined that you operate in one segment,
which is the manufacture and distribution of hard disc  drives for the desktop,
enterprise, mobile, and consumer electronics  applications.  Your disclosure further
indicates you have concluded that, “at the present time, resources are allocated and
other financial decisions are based, primarily, on consolidated financial information.”  Clarify how you have evaluated paragraphs  10 through 15 of SFAS 131 in determining
that the desktop, enterprise, mobile, and c onsumer electronics applications markets do
not represent separate operating segments.  Please clarify the information that is
reviewed by your chief operating decision maker to allocate resources in addition to your consolidated financial information.

Form 10-Q filed on February 2, 2007

Notes to the Condensed Conso lidated Financial Statements

Note 1.  Summary of Significant Accounting Policies

Net Income Per Share, page 10

6. We note your disclosure combines all dilutive  securities in the same caption in your
computation of diluted net income per shar e.  This disclosure does not appear to

Charles C. Pope
Seagate Technologies
March 30, 2007 Page 4
comply with paragraph 40.a of SFAS 128, wh ich states “[t]he reconciliation shall
include the individual income and share amount effects of all securities that affect earnings per share.”  Illustra tion 2 in Appendix C of SFAS 128 provides an example of
that disclosure.  Therefore, you should di sclose the individual share amount of each
type of dilutive security separately.  Please indicate to the staff how you intend to
comply with this disclosure requirement.

Note 9.  Repurchase of Equity Securities, page 24

7. We note your disclosures regarding the prep aid forward agreements you entered into
with certain large financial institutions.  It  appears you have concl uded that the prepaid
forward agreement does not qualify as a derivative and have classified the prepayment made for this contract as a debit to shareholders' equ ity.  Please tell us how you
concluded that this contract  qualifies for the paragraph 11(a) scope exception in SFAS
133.  Please ensure your response specifically addresses how you concluded that the contract satisfies the criteria that the contract be solely indexed to the Company's own
stock, as discussed in EITF 01-6, since it e ffectively appears that you have a contract
that is settleable in a variable number of sh ares based on a fixed amount.  To assist us
in reviewing your accounting for this contract, please provide a sample calculation of how the number of shares to be delivere d under the contract is calculated or
supplementary provide us with a copy of the contract.

8. Tell us your considerat ion of providing all the disclosu res required by paragraph 50 of
EITF 00-19.  Specifically, please clarify how you have met the disclosure requirements
of the first bullet of paragraph 50 of EITF 00-19.

Item 1. Legal Proceedings
Intellectual Property Litigation, page 64
9. We note your disclosures with respect to the “Papst Licensing, GmbH, Patent
Litigation” which states that you “cannot dete rmine with certainty that there will be a
loss, or the amount of such loss.”  Pleas e clarify how your accounting for a potential
loss with respect to this litigation complie s with paragraph 8 of SFAS 5.  In this
respect, please clarify whether it is probabl e that a loss has been incurred and the
amount of loss can be reasonably estimated.  In addition, tell us how you considered
the disclosures in paragraph 10 of SFAS 5.

Charles C. Pope
Seagate Technologies
March 30, 2007 Page 5
Form 8-Ks filed on October 24, 2006, October 25, 2006 and January 23, 2007

10. We believe the non-GAAP operating statement columnar format appearing your Forms 8-K may create the unwarranted impressi on to investors that  the non-GAAP operating
statement has been prepared under a comp rehensive set of accounting rules or
principles while also conveying undue prominence to a statement based on non-GAAP measures.  In addition, Section II.A.2 of SEC Release 33-8176 defines non-GAAP
measures and does not contemplate includi ng non-GAAP financial statements as a
“measure.”   Please remove that presentation, or expl ain to us in reasonable detail why
its retention is justified in light of these conc erns.  As a substitute for this presentation
format, you may consider presenting only individual non-GAAP measures (i.e., line
items, subtotals, etc.) provided each one complies with Item 10 of Reg. S-K and the Division of Corporation Finance’s Frequen tly Asked Questions Regarding Use of Non-
GAAP Financial Measures, Question 8.

11. We note from your disclosures the use of non-GAAP financial meas ures, which appear
to exclude a number of recurring items.   Demonstrate the usefulness of each non-
GAAP measure in assessing performance when these recurring items are a result of your operations and contribute to your performance.  As part  of your response, tell us
how management uses the non-GAAP measure to conduct or evaluate your business
and why this “alternative method for measuring the operating performance” is useful to
investors.  If you are able to overcome th e burden of demonstra ting the usefulness of
each measure, ensure future uses of non-GAAP  measures include a ll of the disclosures
identified in Item 10 of Regulation S-X and the guidance set forth in Question 8 of the
Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures.

* * * * *

As appropriate, please amend your filing and respond to these comments within ten
business days or tell us when you will provi de us with a response.  Please submit all
correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation
S-T.  You may wish to provide us with mark ed copies of any amendment to expedite our
review.  Please furnish a cover letter with any 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 ha ve additional comments after reviewing any
amendment and your 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 info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

Charles C. Pope
Seagate Technologies
March 30, 2007 Page 6

In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:

* the company is 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 company 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in connection with
our review of your filing or in re sponse to our comments on your filing.

 If you have any questions, please call Mo rgan Youngwood at (202) 551-3479 or Chris
White at (202) 551-3461 or myself at (202) 551-3730.

       S i n c e r e l y ,

       Stephen Krikorian
       A c c o u n t i n g  B r a n c h  C h i e f