SecProbe.io

Room 4561
June 8, 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
File No. 001-31560

Dear Mr. Pope:

We have reviewed your response letter  dated May 08, 2007, and have the following
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

Notes to Consolidated Financial Statements

Note 9.  Repurchase of Equity Securities, page 24

1. We note your response to prior comment No. 7 of our letter dated March 30, 2007
which states that you believe the prepaid forw ard contracts do not meet the definition
of a derivative pursuant to SFAS 133 as ther e is no underlying and there is significant
initial investment.  Based on your response,  it appears you have concluded that the
agreements do not meet the definition of a freestanding derivative.  However, based on
the guidance of paragraph 12 of SFAS 133, Derivatives Implementation Guide
(“DIG”) Issue A1 and Question 2 of DIG Issue A11 it appears that the forward
contract is an embedded derivative that you s hould separate from the debt host.  In this
respect, the embedded deriva tive does not appear to have initial net investment

Charles C. Pope
Seagate Technologies
June 08, 2007 Page 2
pursuant to the guidance of paragraph 12(c) of SFAS 133 and DIG Issue A1.  Further, the embedded derivative appears to have an underlying, namely the price of your
equity, pursuant to the guidance in Questi on 2 of DIG Issue A11.  If you agree that
your forward contracts are embedded derivatives that meet the criteria of paragraph 12
of SFAS 133 to be separated from the host contract, explain how the embedded derivative meets the scope ex ception of paragraph 11(a) of SFAS 133 or revise to
separately account for the forw ard contract as a derivative.  Please provide us with a
complete analysis of EITF 00-19 and EITF 01-6 which supports your conclusion.

2. Your response states, in part, that “the contract requires settlement by the counterparty
delivering to the Company shares except in very limited situations that are outside the
control of both the Company and the count erparty.”  Please describe all of the
situations where share settlement would not be required.  Please clarify whether there
are any circumstances where the contract might  net cash settle which is outside of your
control.

3. Please tell us how you treat the prepaid forw ard contract for purposes of computing
diluted EPS.  Please clarify how your acc ounting complies with paragraphs 11 and 12
of SFAS 128 and related interpretations.

* * * * *

As appropriate, please amend your filings in  response to these comments.  You may
wish to provide us with marked copies of a ny amendment to expedite our review.  Please
furnish a cover letter with any amendment th at keys your responses to our comments and
provides any requested supplemental 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.

 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

Charles C. Pope
Seagate Technologies
June 08, 2007 Page 3