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Response Letter

 SEAGATE TECHNOLOGY

 920 Disc Drive

 Scotts Valley, CA
95006

 Charles C. Pope

 Executive Vice
President and

 Chief Financial Officer

 Telephone:
(831) 439-2773

 Fax: (831) 438-8128

 Email: charles.pope@seagate.com

 October 12, 2007

 Mr. Stephen Krikorian

 Accounting Branch Chief

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

RE:
Seagate Technology

 Form 10-Q for the quarter
ended December 29, 2006

 Filed February 2, 2007

 File No. 001-31560

 Dear Mr. Krikorian:

 Seagate Technology (the “Company”) hereby submits for filing by direct electronic transmission the foregoing responses to the Staff’s
questions expressed in a teleconference on September 21, 2007. During the teleconference, the Staff shared additional questions on certain accounting considerations related to prepaid forward agreements the Company entered into during fiscal
year 2007 with two large financial institutions (each, a “Counterparty”, and together, the “Counterparties”) to repurchase a variable amount of equity securities (the “prepaid forward agreements”). In particular, the
Staff noted that the Company’s prepaid forward agreements may contain an embedded derivative, with the Company’s stock price as the underlying. The Staff also noted that if the prepaid forward agreements contain an embedded derivative,
there may be value in the embedded derivative, since the Company expects to get more shares from these prepaid forward agreements than it would from purchasing its shares on the spot market.

 Following the teleconference with the Staff, the Company has re-evaluated its analysis of the accounting for these prepaid forward agreements, particularly as it relates
to the following questions:

1.
Are there embedded derivative features in the prepaid forward agreements?

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2.
If there are any embedded derivative features in the prepaid forward agreements, what are the units of analysis for the bifurcation evaluation?

3.
For the identified embedded derivative features, does the scope exception in paragraph 11(a) of SFAS 133 apply? In particular, do any of the various stipulated contingent events in
the prepaid forward agreements represent embedded derivative features to be bifurcated and classified as assets or liabilities as a result of failing to meet the guidance in EITF 00-19?

4.
Should the “host receivable” (i.e., the cash prepayment made at the inception of the prepaid forward agreements) be accounted for as an asset or as contra-equity?

5.
What are the Company’s existing accounting policies and past practices related to units of analysis in similar transactions and how have these been applied?

 RESPONSE

 In summary, based on
our revised analysis, we believe that each of the two prepaid forward agreements should be viewed as a hybrid instrument with a host contract and several embedded derivative features. We also concluded that each of the embedded derivative features
identified should be considered a separate unit of analysis as we evaluated the need for bifurcation.

 We concluded that a subset of the identified
embedded derivative features may be net cash settled by the Counterparty upon the occurrence of certain stipulated contingent events which, while remote, are beyond our control and, in certain instances, also beyond the control of the Counterparty.
As such, those embedded derivative features would not be classified as equity pursuant to EITF 00-19 and, therefore, they would not qualify for the scope exception in paragraph 11(a) of SFAS 133. Accordingly, that subset of embedded derivative
features, pursuant to SFAS 133 Implementation Issue B15, should be combined into a single, compound derivative, bifurcated from the host contract and accounted for separately (marked to market in each of the reporting periods during the life of the
contract).

 We, however, concluded that the effect of the applying this accounting would have no impact on our fiscal year 2007 financial statements and
would have an immaterial impact on the affected quarters in fiscal year 2007.

 We concluded that the host receivable was correctly classified as
contra-equity.

 With respect to application of accounting policies and past practices related to units of analysis, we have not entered into any other
transactions where a bifurcation evaluation

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based on the individual units of analysis approach was relevant. Should we enter into future transactions where this determination will be relevant, we will
consistently apply a “separate units of analysis” approach for potential embedded derivative features in “debt” host instruments.

 The
basis for these conclusions is as follows:

 Applicability of SFAS 150

 We first considered the applicability of SFAS 150, which requires that a forward contract to purchase our own shares be classified as a liability. However, since we prepaid the entire balance at the inception of the
contract, there is no further obligation on our part, and we therefore concluded that our prepaid forward agreements are not within the scope of SFAS 150.

 Applicability of EITF 99-7

 We then considered EITF 99-7, which we do not believe is applicable to our prepaid forward agreements
because the terms of our prepaid forward agreements do not mirror those of the transaction described in that EITF issue. For example, we did not receive the repurchased shares at the inception of the transaction.

 Applicability of SFAS 133

 Are the prepaid forward
agreements freestanding derivatives?

 Based on the guidance in paragraph 6 of SFAS 133, we concluded that these instruments are not
free-standing derivatives as each of the prepaid forward agreements required a large initial investment (100% of each agreement’s notional amount). Therefore, these instruments did not have the characteristic described in paragraph 6(b) of SFAS
133.

 Are there embedded features that potentially could be embedded derivatives?

 We analyzed all embedded features (i.e., settlement alternatives for stipulated contingent events) in our prepaid forward agreements to determine if any
of them represents embedded derivatives that should be separated from the host contract. See Appendix A for an analysis of the identified embedded features contained in the $800 million prepaid forward agreement.

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 Determination of units of analysis for the SFAS 133 evaluation

 Since we identified several embedded features that required evaluation for bifurcation from the host contract, we considered whether the further analysis
should be applied to:

(a)
one embedded derivative with several triggers; or

(b)
several embedded derivative features, each with the occurrence or nonoccurrence of a stipulated contingent event as an underlying, and each with a settlement alternative.

 As a matter of policy, we believe that each of the stipulated contingent events should be considered to be a separate unit of
analysis as we are evaluating embedded features.

 Are the identified embedded features derivatives pursuant to SFAS 133?

 We then considered the guidance in paragraphs 6-9 of SFAS 133 to determine if these embedded features could be considered derivatives as defined in SFAS
133.

 Under each of our prepaid forward agreements, the value of the exchange required by the host contract (i.e., the number of shares that
will be delivered by the Counterparty to the Company) will be modified based on an underlying, namely the price of the Company’s common shares. There is no initial net investment ascribed to the embedded derivative features. And finally, the
embedded features will be net settled in either cash or shares. Therefore the embedded features meet the definition of a derivative.

 Based
on this analysis of the embedded features of the contract relative to the definition of a derivative in SFAS 133, we concluded that each of our prepaid forward agreements contains one or more embedded derivative features, which must be further
analyzed to determine whether any of them should be bifurcated from the host contract and accounted for separately.

 Evaluation of Paragraph 12 of SFAS
133

 In order to determine whether any of the embedded derivative features should be separated from the host contract and
accounted for as a derivative pursuant to SFAS 133, we first analyzed the criteria contained in paragraph 12:

 Paragraph 12 of SFAS 133 Criteria

 Applicability to our prepaid forward agreements

a. The economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract.

The economic characteristics and risks of the host “receivable” (the up-front prepayment) are not clearly and closely related to those of the forward contract for repurchase
of our common shares or the other embedded derivatives identified.

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b. The contract (“the hybrid instrument”) that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable
generally accepted accounting principles with changes in fair value reported in earnings as they occur.

The prepaid forward agreements (i.e., the “hybrid instrument”) would not be remeasured at fair value under otherwise applicable generally accepted accounting
principles.

c. A separate instrument with the same terms as the embedded derivative instrument would, pursuant to paragraphs 6–11, be a derivative instrument subject to the requirements of SFAS 133.
(The initial net investment for the hybrid instrument shall not be considered to be the initial net investment for the embedded derivative.) However, this criterion is not met if the separate instrument with the same terms as the embedded derivative
instrument would be classified as a liability (or an asset in some circumstances) under the provisions of SFAS 150 but would be classified in stockholders’ equity absent the provisions in SFAS 150.

The separate forward agreement to repurchase the Company’s common shares (without any prepayment) and the other embedded derivatives, if they were separate instruments, would be derivative
instruments subject to the requirements of SFAS 133. (See discussion above.)

 We concluded that all the criteria specified in paragraph 12 of SFAS 133 are met for the features
identified in Appendix A and that those features require further analysis under paragraph 11(a) of SFAS 133 to determine whether any of them should be bifurcated from the host contract and accounted for separately.

 Evaluation of paragraph 11(a) of SFAS 133 scope exception for each unit of analysis

 We then evaluated whether the scope exception in paragraph 11(a) of SFAS 133, which states in part that “Contracts issued or held by that reporting entity that are both (1) indexed to its own stock and
(2) classified in stockholders’ equity in its statement of financial position” shall not be considered derivative instruments, is met for any of the features identified in Appendix A.

 Is each embedded derivative feature indexed to the Company’s stock pursuant to EITF 01-6?

 We believe that, consistent with the guidance in EITF 01-6, all the embedded derivative features in the $800 million prepaid forward agreement (i.e., the
basic share settlement expected in a normal maturity date settlement, as well as the other individual settlements that may be triggered by stipulated contingent events (see Appendix A)) are indexed to the Company’s stock, since the number of
shares the Company will

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receive varies inversely with the Volume Weighted Average Price (“VWAP”) of the Company’s stock over the contract period. Therefore, the first
condition in paragraph 11(a) of SFAS 133 is met.

 Does each embedded derivative feature qualify to be classified as equity pursuant to
EITF 00-19?

 Paragraphs 12–32 of EITF 00-19 indicate that equity classification is not appropriate for contracts containing
any provision for net-cash settlement beyond the Company’s control, including contingencies allowing the Counterparty to net-cash settle upon the occurrence of certain stipulated contingent events. Under the terms of the prepaid forward
agreements entered into by the Company, the Counterparty is ordinarily required to deliver shares to the Company. However, the prepaid forward agreements stipulate that if certain defined extraordinary events occur, the Counterparty may settle in
cash or “Alternative Termination Property” (such as the shares of the acquiring or surviving company in the event of a merger) or some combination of cash, Alternative Termination Property and the Company’s shares. In the case of
certain of these stipulated contingent events, the $800 million prepaid forward agreement provides that the Counterparty is required to exercise “commercially reasonable efforts” to deliver to the Company its own shares or, in the
case of certain other stipulated contingent events, units of Alternative Termination Property. Although we believe the likelihood of occurrence of any of these events identified in Appendix A (see below) during the short duration of the contracts
(65 days or less) is remote, they are also beyond the Company’s control.

 Share-settled forward embedded derivative feature
qualifies for equity classification

 The primary embedded derivative feature (i.e., the derivative with the most likely outcome) is
the share settled forward feature expected to be settled on maturity of the agreement. The only outcome for this embedded derivative is delivery of the Company’s shares by the Counterparty. We analyzed all the conditions of paragraphs 12-32 of
EITF 00-19 for this embedded derivative feature and concluded it meets the requirements for classification as an equity instrument.

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 Other embedded derivative features that qualify for equity classification

 We believe that five of the other embedded derivative features listed in Appendix A that may be settled in cash or consideration other than the
Company’s shares are permitted equity classification pursuant to paragraphs 12-32 of EITF 00-19. These include:

 Embedded Derivative Feature that
may be settled in cash or
consideration other
than the
Company’s shares:

 Equity classification is permitted because

 the embedded derivative feature meets all

 the conditions of
paragraphs 12-32 of EITF 00-19, including:

 Merger – share for other (where the consideration is cash)

 and

 Tender Offer – share for other (where the consideration is cash)

Contracts that include any provision that could require net-cash settlement cannot be accounted for as equity of the company (that is, asset or liability classification is required for
those contracts), except in those limited circumstances in which holders of the underlying shares also would receive cash. (emphasis added) [Paragraph 12]

Nationalization

The Company receives the same form of consideration as a shareholder in the event of nationalization. [Paragraph 28]

Failure to Deliver

In the event of a failure by the Counterparty to deliver shares on the settlement date the Company may elect to terminate the agreement and receive cash in respect of the amount not
settled in shares, or elect not to terminate the agreement and await delayed settlement of the remaining portion of unsettled shares.

Event of Default – Bankruptcy

The terms of our prepaid forward agreements do not accord the Counterparty with rights that would rank higher than those of the Company’s shareholders in the event of the Company’s
bankruptcy. [Paragraphs 29-31]

 Embedded derivative features that do not qualify for equity classification

 Other than the primary embedded derivative feature (the share settled forward) and the five embedded derivative features discussed
above, the embedded derivative features identified in Appendix A, do not qualify for equity classification pursuant to paragraphs 12-32 of EITF 00-19, because they could be net cash-settled beyond the Compan