SecProbe.io

Mail Stop 4561
December 15, 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 File No. 001-31560

Dear Mr. Watkins:

We have reviewed your response letter  dated November 19, 2008 in connection
with the above-referenced filing 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 comments are inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your explanation.  In our comments,
we may ask you to provide us with suppl emental information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.  Unless otherwise noted, where prio r comments are referred to they refer to
our letter dated October 31, 2008.    Form 10-K for the fiscal year ended June 27, 2008

General

1. In your next response, please provide th e acknowledgments that we originally
requested at the end of our  initial comment letter.

Properties, page 36
2. We note your response to our prior comment  2, regarding the description of your
physical properties.  The proposed disclosure included in your response is general
in nature.  In future filings, please briefl y discuss for each material factory its size,
capacity and utilization, and with respect  to any factory which you identify as
being underutilized, any plan s to increase utilization.

William D. Watkins
Seagate Technology
December 15, 2008 Page 2    Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations

Seagate Overview

Operating Performance, page 42
3. We note your response to our prior comment 3.  We continue to believe that your
disclosure in this area could be enhan ced by, for instance, noting the reasons for
the delayed product introductions and desc ribing any efforts you have made to
mitigate these delays.  Your risk factors speak generally as to product delays due
to inability to achieve high production yi elds, lags in customer qualification, and
shortage of critical components, but ther e is no indication in your overview as to
which of these factors, if any, contribu ted to the specific production delays to
which you refer in this section.  We note th at some of these f actors are within the
company’s control, and others are not.  To the extent material , consider enhancing
your disclosure in this re spect in future filings.

Critical Accounting Policies, page 52

4. Tell us and consider providing enhanced di sclosures that more fully describe the
estimates and assumptions included in your assessment and evaluation of
goodwill impairment.  In this respect, we have identified areas where we believe additional discussion would enhance your di sclosures.  Clarify whether you only
use the discounted cash flows to determine fa ir value.  Explain the nature of the
“procedure” described as “an analysis of market capitalization.”    Please indicate
whether this analysis includes reconc iling your market capitalization to the
aggregate fair value of all reporting units.   Describe how you estimate a control premium and indicate how that is factored into your analysis.  Tell us the annual goodwill impairment assessment date.  Indicate how the reporting units are identified, goodwill is allocated to the reporting units and how the estimated fair value of each reporting units is determine d.  We refer you to Item 303(a)(3)(ii) of
Regulation S-K and Financial Reporting Release No. 60 and Section V of SEC Release No. 33-8350.
 Consolidated Financial Statements

Note 1.  Summary of Significant Accounting Policies

Critical Accounting Policies and Use of Estimates, page 75

5. Your responses to prior comments No. 4 a nd 5 do not give any specific indication
as to whether the valuations are statemen ts of the valuation firms or of your
company.  In fact, in each case you stat e that you "approved"  the valuations,
which would appear to indicate that thes e valuations are third party statements

William D. Watkins
Seagate Technology
December 15, 2008 Page 3
that you subsequently decided to accept.  Accordingly, please comply with Rule
436 with respect to the valuations, or provide  us with a more detailed analysis as
to why that rule should not apply.  Refer to Question 141.02 of our Compliance
and Disclosure Interpretations with resp ect to Securities Act Sections, posted on
our website at http://www.sec.gov/divisions/cor pfin/guidance/sasinterp.htm
.
 Note 11.  Goodwill and Other In tangible Assets, page 115

 6. Consider expanding your goodwill impairment footnote on page 78 to disclose how you conduct an annual impairment assessment including when and how you will perform a “Step 2” assessment.  This  disclosure should also address how you
determine fair value while conducting this assessment.
 7. We note your response to prior comment N o. 6 that indicates you do not believe a
triggering event has occurred.  Indicate your policy for evaluating the duration
and severity of the decline in your st ock price.  Discuss the reasons why you
believe your stock price and market cap italization decline d. Explain how the
factors that are impacting your stock pri ce effect your discounted cash flow fair
value valuation.  Explain w hy these factors are not symp toms of adverse changes
in your business climate.  We note from the Form 8-K filed on December 10, 2008 that you expect lower demand for your products, a more competitive pricing environment, and you have lowered your or iginal expectations for revenue and
operating results for the current quarter ending December 31, 2008.

* * * * * * *

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.
 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

William D. Watkins
Seagate Technology December 15, 2008 Page 4  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