SecProbe.io

Mail Stop 4561           October 8, 2009  Stephen J. Luczo Chief Executive Officer Seagate Technology P.O. Box 309, Ugland House Grand Cayman KY1-1104, Cayman Islands
Re: Seagate Technology  Form 10-K for Fiscal Year Ended July 3, 2009
Filed August 19, 2009
 File No. 001-31560

Dear Mr. Luczo:

We have reviewed 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 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 July 3, 2009

General

1. You disclose on page 12 that your worldwide sales group is organized regionally
among “Americas...Africa and the Middle Ea st,” regional references generally
understood to encompass Cuba, Sudan, Iran, an d Syria.  In addition, we are aware

Stephen J. Luczo
Seagate Technology
October 8, 2009
Page 2

of a July 2007 news report that two of your senior executives left your company
due to compliance issues related to the Middle East.  We are also aware of an
October 2008 news report that Redingt on Gulf, which operates in Iran, is a
distributor of your products.  Cuba, Suda n, Iran, and Syria are identified by the
State Department as state sponsors of te rrorism, and are subject to U.S. economic
sanctions and export controls.  We not e that your Form 10-K does not include
disclosure regarding contacts with  Cuba, Sudan, Iran, and Syria.

Please describe to us the nature and exte nt of your past, current, and anticipated
contacts with Cuba, Sudan, Iran, and/ or Syria, if any, whether through
subsidiaries, distributors, reta ilers, or other direct or i ndirect arrangements.  Your
response should describe any products,  components, equipment, technology,
software, or services you have provided to Cuba, Sudan, Iran, and/or Syria,
directly or indirectly, and any agreemen ts, commercial arrangements, or other
contacts you have had with the governme nts of those countries or entities
controlled by those governments.
 Item 1.  Business, page 4

2. We note your statements regarding your supplier relationships in the Business
section on page 9 and in Risk Fact ors and Management’s Discussion and
Analysis.  In this regard, please tell us whether you ar e substantially dependent on
contractual agreements with one or more  suppliers of glass substrates, which you
indicate may be below adequate  levels to support demand.
 Item 1A. Risk Factors, page 19

  “Substantial Leverage—Our substan tial leverage may place us…” page 29

3. Please provide quantified disc losure of the “significan t debt and debt service
requirements” you reference in this risk factor.
  “Potential Governmental Action—Governme ntal action against companies located in
offshore jurisdictions…” page 36

4. The textual discussion you have provided  regarding potential governmental action
is vague.  Please tell us what recent U.S. federal and state legislation could have
an adverse tax impact on you or your shareholders and include more detailed disclosure in future filings to the extent you conclude that risk factor disclosure regarding these risk s is warranted.

Stephen J. Luczo
Seagate Technology
October 8, 2009
Page 3

Part III

Item 11.  Executive Compensation (incorporat ed from Definitive Proxy Statement on
Schedule 14A, filed on September 18, 2009)
 Compensation Discussion & Analysis

 Executive Market Comparison Peer Group, page 38

5. We note that you undertook several significant changes in your executive
compensation program at various points dur ing the fiscal year , as described your
compensation discussion and analysis.  Howe ver, it is not clear, in each instance,
why you undertook these particular changes at  the respective times.  For instance,
we note your statement on page 39 indicati ng that you reviewed your current Peer
Group and, “inline with shareholde r advisory group best practice
recommendations,” revised the selection crit eria.  Please tell us , and disclose in
future filings as appropriate, why you undertook to revise the peer group during
the fiscal year and to use the revised p eer group for compensation analysis at the
specified date in April 2009.
Pay Recovery Policy, page 49

6. You indicate that the Pay Recovery Po licy was adopted on January 29, 2009 to
provide standards for recovering compen sation obtained by an Executive through
willful misconduct or fraudulent means.  Please tell us the basis for initiating this policy midway through your fiscal year.
 Item 13. Certain Relationships and Related Tr ansactions (incorporat ed from Definitive
Proxy Statement on Schedule 14A, filed on September 18, 2009)

7. In future filings incorporated by reference into the Form 10-K where there were
no transactions with related persons, you may want to consider including a
statement to this effect.  Please see Exchange Act Rule 12b-13 .

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.

Stephen J. Luczo
Seagate Technology October 8, 2009
Page 4

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

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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.

Please contact Maryse Mills-Apenteng, Special Counsel, at 202-551-3457 with
any questions you may have.  If you require  further assistance , please contact the
undersigned at 202-551-3735.
       S i n c e r e l y ,
Barbara C. Jacobs
        A s s i s t a n t  D i r e c t o r