SecProbe.io

Mail Stop 4561
October 31, 2008
 William D. Watkins
Chief Executive 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 27, 2008
Filed August 13, 2008 Definitive Proxy Statement on Schedule 14A Filed September 19, 2008 File No. 001-31560

Dear Mr. Watkins:

We have reviewed the above-referenced f ilings and have the following comments.
If indicated, we think you should revise your document 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 supplemental information so we may better understand your disclosure.  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  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.
 Form 10-K for the fiscal year ended June 27, 2008

 Business

Customers, page 13
1. We note your statement that both Dell and HP accounted for more than 10% of your
revenues in 2008. State whether you have an agreement with both Dell and HP and if
so, disclose the material terms. If there are agreements, please also provide us an

William D. Watkins
Seagate Technology
October 31, 2008 Page 2
analysis for each agreement as to why it does not need to be filed under Item
601(b)(10) of Regulation S-K .

Properties, page 36

2. Ensure that you have provided all of the information required by Item 102 of
Regulation  S-K, which requires information as to the suitability, adequacy,
productive capacity and extent of utilizati on of your principal facilities.  Refer to
Instruction 1 to Item 102.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Seagate Overview

 Operating Performance

 Mobile, page 47

3. Ensure that you have provided a discussion of any material events that have occurred
or you expect will occur that affect your financial results. As an example, we note
your statement that your slower than mark et growth in this market was mainly
attributable to delayed product introducti ons allowing your competitors to capture
additional market share.  We also note the statements by your CEO in your fourth quarter earnings conference call that you had experienced product execution, product
qualifications and spending problems.  Expa nd your discussion to explain the reasons
for the delayed product introductions and spending problems and the steps you are
taking to address the concerns. Refer to Part III.B .4, paragraph 2 of Release No. 34-
48960 (December 2003).
 Consolidated Financial Statements

Note 1.  Summary of Significant Accounting Policies

Critical Accounting Policies and Use of Estimates, page 75

4. Your disclosures on pages 65, 76 and 109 indicate that you engage third-party valuation firms to assist you in the determin ation of fair value fo r certain assets and
liabilities assumed in business combinations.  Please describe the nature and extent of
the specialists’ involvement in determining the fair value to ascribe to certain tangible and intangible assets acquired and liabilities assumed.

William D. Watkins
Seagate Technology
October 31, 2008 Page 3  Note 4.  Income Taxes, page 96

 5. We note from your disclosures on pages 53 and 98 that you utilized an independent valuation specialist to determine the IRC Section 382 annual limitations in connection with the sale of common shares to the public by New SAC.  Please describe the
nature and extent of the specialists’ involvement in determining the annual
limitations.

Note 11.  Goodwill and Other In tangible Assets, page 115

6. We note the recent drop in your stock price a nd market capitalization since the fiscal
year ended June 27, 2008.  It appears as  though this event may represent an
occurrence of a triggering event that may require you to test your goodwill for
impairment before your annual test.  See pa ragraph 28 of SFAS 142.  If so, please tell
us how your evaluation of goodwill impairment  complies with paragraphs 19 through
22 of SFAS 142.  Explain how you determine the fair value of your reporting units
and how your estimate of fair value complies with paragraphs 23 through 25 of SFAS 142.  Compare the fair value for your re porting units to the company’s market
capitalization, and if materi ally different, please provide us with the underlying
reasons.

Definitive Proxy Statement on Schedule 14A filed September 19, 2008

Compensation Discussion & Analysis
 How We Determine Individual Compensation Amounts, page 28

 7. You state that you target to tal compensation for each NEO at the 75th percentile
range of the Peer Group.  In future fili ngs, discuss the factors you considered in
selecting this percentage range for th e NEOs’ total compensation.  Additionally,
discuss the extent to which you considered the comparative performance of the Peer
Group companies and, if you did, how your  performance compares to them.

Base Salary, page 29

8. You state that in approving NEO salaries you considered individual performance.   As
a result, it appears that the objectives  you set for evaluating performance are a
material part of your compensation policy.  In future filings, please disclose the
objectives in qualitative and quantitative terms, or tell us why you have not disclosed
them.  If you disclose the objectives, disc uss whether, for each executive, he met
them, including a discussion of by what margin or amount the objectives were, or
were not, met.  If you do not disclose th e objectives, discuss how difficult it will be
for the executive, or how likely it will be for you, to achieve the undisclosed objective. To the extent other performan ce objectives are omitted, such as those
relating to an executive’s i ndividual performance in rega rd to variable pay or AEPS
for the various awards under the 2004 Pla n, please provide corre sponding responses.

William D. Watkins
Seagate Technology
October 31, 2008 Page 4   Variable Pay, page 29

9. In future filings, describe the accomplishmen ts that resulted in the quality goal being
achieved to enable shareholders to  better understand the nature of the
accomplishments and how they benefited the company.

10. We note that the Committee approved a $2 million Supplemental Award Pool that was added to the AIBP.  In future filings, please clarify the circumstances that would
result in the Committee appr oving a supplemental award pool and discuss the reasons
why an award is, or is not, made as a result.
 Severance and Other Post-Termination Payments, page 33

 11. In future filings, explain why you adopted that  Plan at this time.  In addition, explain
how you determined the appropriate payment and benefit levels under the various circumstances that trigger payment or provi sion of benefits under the Severance Plan.
See Item 402(b)(1)(v) of Regulation S-K.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite
our review.  Please furnish a cover letter that keys your response to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response 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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment 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.
  In connection with responding to our comments, 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

William D. Watkins
Seagate Technology October 31, 2008 Page 5

• 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 Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Morgan Youngwood, Staff Accountant,  at (202) 551-3479 if
you have any questions regard ing comments on the financia l statements and related
matters.  Please address questions regardi ng all other comments to Donna Levy, Staff
Attorney, at (202) 551-3292 or David Orlic, Special Counsel at (202) 551-3503.  If you
need further assistance, you ma y contact me 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