SecProbe.io

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 Document QUANTUM CORPORATION 10770 E. Briarwood Avenue Centennial, CO 80112 November 19, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Marion Graham Re: Quantum Corporation - Registration Statement – Form S-1 File No. 333- 291568 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Quantum Corporation (the “Registrant”) hereby requests that the above-referenced registration statement on Form S-1 (File No. 333-291568) (the “Registration Statement”) be declared effective on November 21, 2025, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of James J. Masetti and Julie Park of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, to make such request on its behalf. The Registrant hereby also authorizes each of James J. Masetti and Julie Park of Pillsbury Winthrop Shaw Pittman LLP to orally modify or withdraw this request for acceleration. Once the Registration Statement has been declared effective, please orally confirm that event with Julie Park at (650) 233-4067, or in her absence, James J. Masetti of Pillsbury Winthrop Shaw Pittman LLP at (650) 233-4754. [ Signature Page Follows ] Sincerely, QUANTUM CORPORATION By: /s/ Laura A. Nash Laura A. Nash Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) cc: James J. Masetti Julie Park

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 24, 2025

Brian E. Cabrera
Chief Administrative Officer
Quantum Corporation
224 Airport Parkway, Suite 550
San Jose, CA 95110

 Re: Quantum Corporation
 Registration Statement on Form S-3
 Filed April 18, 2025
 File No. 333-286635
Dear Brian E. Cabrera:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Edwin Kim at 202-551-3297 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: James J. Masetti, Esq.
</TEXT>
</DOCUMENT>

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 Document QUANTUM CORPORATION 224 Airport Parkway, Suite 550 San Jose, CA 95110 April 24, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Edwin Kim Re: Quantum Corporation - Registration Statement – Form S-3 File No. 333-286635 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Quantum Corporation (the “Registrant”) hereby requests that the above-referenced registration statement on Form S-3 (File No. 333-286635) (the “Registration Statement”) be declared effective on April 28, 2025, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Julie Park and James J. Masetti of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, to make such request on its behalf. The Registrant hereby also authorizes each of Julie Park and James J. Masetti of Pillsbury Winthrop Shaw Pittman LLP to orally modify or withdraw this request for acceleration. Once the Registration Statement has been declared effective, please orally confirm that event with Julie Park at (650) 233-4067, or in her absence, James J. Masetti of Pillsbury Winthrop Shaw Pittman LLP at (650) 233-4754. [ Signature Page Follows ] Sincerely, QUANTUM CORPORATION By: /s/ Brian E. Cabrera Brian E. Cabrera Senior Vice President, Chief Administrative Officer, Chief Legal and Compliance Officer, and Corporate Secretary cc: James J. Masetti Julie Park

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QUANTUM CORPORATION

224 Airport Parkway, Suite 550

San Jose, CA 95110

February 7, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Marion Graham

Re: Quantum Corporation - Registration Statement – Form S-1

 File No. 333-284528

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Quantum Corporation (the “Registrant”) hereby requests that the above-referenced registration statement on Form S-1 (File No. 333-284528) (the “Registration Statement”) be declared effective on February 11, 2025, at 9:00 a.m., Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of James J. Masetti and Julie Park of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, to make such request on its behalf. The Registrant hereby also authorizes each of James J. Masetti and Julie Park of Pillsbury Winthrop Shaw Pittman LLP to orally modify or withdraw this request for acceleration.

Once the Registration Statement has been declared effective, please orally confirm that event with Julie Park at (650) 233-4067, or in her absence, James J. Masetti of Pillsbury Winthrop Shaw Pittman LLP at (650) 233-4754.

[Signature Page Follows]

Sincerely,

QUANTUM CORPORATION

By: /s/ Brian E. Cabrera

 Brian E. Cabrera

 Senior Vice President, Chief Administrative Officer, Chief Legal and Compliance Officer, and Corporate Secretary

cc: James J. Masetti

 Julie Park

February 3, 2025
Brian E. Cabrera
Chief Administrative Officer
Quantum Corporation
224 Airport Parkway, Suite 550
San Jose, California 95110
Re:Quantum Corporation
Registration Statement on Form S-1
Filed January 27, 2025
File No. 333-284528
Dear Brian E. Cabrera:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration. We remind you that the
company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Marion Graham at 202-551-6521 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:James J. Masetti

November 21, 2024
Kenneth Gianella
Chief Financial Officer
Quantum Corporation
224 Airport Parkway, Suite 550
San Jose, CA 95110
Re:Quantum Corporation
Form 10-K for Fiscal Year Ended March 31, 2024
File No. 001-13449
Dear Kenneth Gianella:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Brian Cabrera

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November 18, 2024

VIA EDGAR

Ms. Joyce Sweeney

Ms. Kathleen Collins

United States Securities and Exchange Commission

Division of Corporate Finance, Office of Technology

100 F Street, NE

Washington, D.C. 20549

Re: Quantum Corporation

       Form 10-K for Fiscal Year Ended March 31, 2024

       Filed June 28, 2024

       File No. 001-13449

Dear Ms. Joyce Sweeney and Ms. Kathleen Collins:

Quantum Corporation (the “Company”) provides the following response to the comment contained in the correspondence of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated November 7, 2024, relating to the aforementioned Form 10-K. For reference purposes, the text of your letter dated November 7, 2024, has been reproduced herein (in bold), with the Company’s response below the numbered comment.

Form 10-K for Fiscal Year Ended March 31, 2024

Explanatory Note

1.You state in your response to prior comment 1 that you did not perform any recovery analysis as a result of the restatement of your previously issued financial statements. You further indicate that because the company paid no cash bonuses for the restated periods and issued no equity related to the financial metrics that were impacted by the restatement, there was no compensation to potentially recover; and therefore, you determined that the company’s clawback policy and Item 402(w)(2) were not applicable. However, it appears that your clawback policy was triggered, because you were required to prepare an accounting restatement to correct an error in previously issued financial statements that was material to your previously issued financial statements. Also, Item 402(w)(2) of Regulation S-K requires disclosure of a brief explanation of why application of your recovery policy resulted in no recovery of erroneously awarded compensation when you conclude that recovery is not required pursuant to your recovery policy. Please provide this disclosure in your next Form 10-K filing.

1

Response:

We respectfully acknowledge the Staff’s comment and will provide the requested disclosure in our next Form 10-K filing.

***

If you have any questions or comments, please do not hesitate to contact me directly at (720) 370-0061.

Sincerely,

Quantum Corporation

/s/ Kenneth P. Gianella

Kenneth P. Gianella

Chief Financial Officer

Copy to:

Brian E. Cabrera, Chief Administrative Officer, Quantum Corporation

Laura A. Nash, Chief Accounting Officer, Quantum Corporation

James J. Masetti, Pillsbury Winthrop Shaw Pittman LLP

2

November 7, 2024
Kenneth Gianella
Chief Financial Officer
Quantum Corporation
224 Airport Parkway, Suite 550
San Jose, CA 95110
Re:Quantum Corporation
Form 10-K for Fiscal Year Ended March 31, 2024
Response dated October 3, 2024
File No. 001-13449
Dear Kenneth Gianella:
            We have reviewed your October 3, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe the
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
September 17, 2024 letter.
Form 10-K for Fiscal Year Ended March 31, 2024
Explanatory Note
You state in your response to prior comment 1 that you did not perform any recovery
analysis as a result of the restatement of your previously issued financial statements.
You further indicate that because the company paid no cash bonuses for the restated
periods and issued no equity related to the financial metrics that were impacted by the
restatement, there was no compensation to potentially recover; and therefore, you
determined that the company’s clawback policy and Item 402(w)(2) were not
applicable. However, it appears that your clawback policy was triggered, because you
were required to prepare an accounting restatement to correct an error in previously
issued financial statements that was material to your previously issued financial
statements. Also, Item 402(w)(2) of Regulation S-K requires disclosure of a brief
explanation of why application of your recovery policy resulted in no recovery of 1.

November 7, 2024
Page 2
erroneously awarded compensation when you conclude that recovery is not required
pursuant to your recovery policy. Please provide this disclosure in your next Form
10-K filing.
            Please contact Joyce Sweeney at 202-551-3449 or Kathleen Collins at 202-551-3499
if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Brian Cabrera

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October 3, 2024

VIA EDGAR

Ms. Joyce Sweeney

Ms. Kathleen Collins

United States Securities and Exchange Commission

Division of Corporate Finance, Office of Technology

100 F Street, NE

Washington, D.C. 20549

Re: Quantum Corporation

       Form 10-K for Fiscal Year Ended March 31, 2024

       Filed June 28, 2024

       File No. 001-13449

Dear Ms. Joyce Sweeney and Ms. Kathleen Collins:

Quantum Corporation (the “Company”) provides the following supplemental information in response to the comment contained in the correspondence of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated September 17, 2024, relating to the aforementioned Form 10-K. For reference purposes, the text of your letter dated September 17, 2024, has been reproduced herein (in bold), with the Company’s response below the numbered comment.

Form 10-K for Fiscal Year Ended March 31, 2024

Explanatory Note

1.We note your disclosure regarding restatement of previously issued financial statements. Please tell us whether a recovery analysis of incentive-based compensation was performed. If no recovery analysis was performed, explain why. Describe the timing and terms of awards received during the fiscal year ended March 31, 2024 and your compensation recovery policy. In addition, please tell us what consideration was given to providing the disclosures pursuant to Item 402(w) of Regulation S-K and filing the company's clawback policy as an exhibit to your Form 10-K pursuant to Item 601(b)(97) of Regulation S-K.

Response:

Reference is hereby made to the response submitted by the Company to the Staff on September 26, 2024 in response to the above comment, which response is incorporated herein by reference.  In addition, the Company provides the following additional information in response to the Staff’s comment above.

In addition to the performance-based stock units (PSUs) described in the Company’s initial response, the Company also offers PSUs which vest upon the achievement of certain stock price thresholds as well as restricted stock units (RSUs) which vest solely upon completion of a specified service period.  The Company did not perform a recovery analysis for the outstanding stock-price performance PSUs, because no stock price targets contained in outstanding stock-price performance PSUs were met during the restated periods; and therefore, there was no incentive compensation related to the stock-price performance PSUs that could have been eligible to be recovered by the Company.  In addition, the Company did not perform a recovery analysis for the RSUs which vest solely on continued service to the Company because these type of equity awards are not subject to the Company’s clawback policy.  Such policy expressly excepts “equity awards for which the grant is not contingent upon achieving any financial reporting measure performance goal and vesting is contingent solely upon completion of a specified service period and/or attaining one or more nonfinancial reporting measures.”

***

If you have any questions or comments, please do not hesitate to contact me directly at ken.gianella@quantum.com.

Sincerely,

Quantum Corporation

/s/ Kenneth P. Gianella

Kenneth P. Gianella

Chief Financial Officer

Copy to:

Brian E. Cabrera, Chief Administrative Officer, Quantum Corporation

Laura A. Nash, Chief Accounting Officer, Quantum Corporation

James J. Masetti, Pillsbury Winthrop Shaw Pittman LLP

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September 26, 2024

VIA EDGAR

Ms. Joyce Sweeney

Ms. Kathleen Collins

United States Securities and Exchange Commission

Division of Corporate Finance, Office of Technology

100 F Street, NE

Washington, D.C. 20549

Re: Quantum Corporation

       Form 10-K for Fiscal Year Ended March 31, 2024

       Filed June 28, 2024

       File No. 001-13449

Dear Ms. Joyce Sweeney and Ms. Kathleen Collins:

Quantum Corporation (the “Company”) provides the following information in response to the comment contained in the correspondence of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated September 17, 2024, relating to the aforementioned Form 10-K. For reference purposes, the text of your letter dated September 17, 2024, has been reproduced herein (in bold), with the Company’s response below the numbered comment.

Form 10-K for Fiscal Year Ended March 31, 2024

Explanatory Note

1.We note your disclosure regarding restatement of previously issued financial statements. Please tell us whether a recovery analysis of incentive-based compensation was performed. If no recovery analysis was performed, explain why. Describe the timing and terms of awards received during the fiscal year ended March 31, 2024 and your compensation recovery policy. In addition, please tell us what consideration was given to providing the disclosures pursuant to Item 402(w) of Regulation S-K and filing the company's clawback policy as an exhibit to your Form 10-K pursuant to Item 601(b)(97) of Regulation S-K.

Response:

The Company respectfully acknowledges the Staff’s comment.

The Company offers two types of incentive-based compensation: (i) an incentive cash bonus program; and (ii) an equity incentive program with the issuance of performance-based stock units (PSUs) which vest upon the achievement of certain performance targets. The Company did not perform a recovery analysis for the cash bonus component for the restated periods (fiscal year

ended March 31, 2022 and fiscal year ended March 31, 2023), because the Company made no cash bonus payments in either fiscal year to any participant.  For the PSUs, there were two vesting conditions contained in the PSUs applicable to the restated periods of fiscal 2022 and fiscal 2023. The first performance vesting condition pertained to annual recurring revenue, which condition was not achieved based on the originally reported financial results, and the PSUs were cancelled. The second performance vesting condition of the PSUs pertained to free cash flow, which was not impacted by the restatement process, as the restatement items were restricted to revenue allocation and debt/equity classification of warrants. Because the restatement did not impact this metric (i.e., free cash flow did not change for the restated periods), the Company did not perform a recovery analysis on this portion of the PSU.

For the fiscal year ended March 31, 2024, which was not restated, the Company paid a portion of the incentive cash bonus amount that could be earned, which represented 25% attainment. The Company partially achieved the single metric for fiscal year 2024, which was a reduction of non-GAAP operating expenses. Bonus payments were made in September 2024 (actual timing depends on the country where the payee is located). Non-GAAP operating expenses were not impacted by either of the items which were restated, being revenue allocation and debt/equity classification of warrants.  As a result, the restatement of prior periods had no impact on the metric which resulted in a partial payout of cash bonuses for fiscal 2024. With respect to 2024 PSUs, the Company met its free cash flow metrics. However, as noted above, the portion of the PSUs related to revenue performance were cancelled based on the original results and the restatement did not impact free cash flow; and therefore, no recovery analysis was completed with respect to the PSUs.

The Company’s recovery policy requires the covered executives to promptly repay or forfeit to the Company, on a pre-tax basis, the full amount of the excess of: (a) the amount of any incentive-based compensation received by the covered executive during a clawback period that was calculated based on the erroneous data in the original financial statements that were subsequently restated over (b) the amount of such incentive-based compensation to which the covered executive would have been entitled to receive based on the restated financial statements (such excess amount, the recoverable incentive-based compensation).

The Company considered whether disclosure pursuant to Item 402(w) of Regulation S-K should be included in the 10-K. The Company determined not to provide any disclosure pursuant to Item 402(w), because there were no amounts of compensation previously paid for performance of financial measures impacted by the restatement during the restated periods (fiscal 2022 and fiscal 2023). Item 402(w)(2) of Regulation S-K requires disclosure if “… the registrant concluded that recovery of erroneously awarded compensation was not required pursuant to the registrant’s compensation recovery policy….”  Because the Company paid no cash bonuses for the restated periods and issued no equity related to the financial metrics that were restated, there was no compensation to potentially recover; and therefore, the Company’s clawback policy and Item 402(w)(2) were not applicable.

The Company respectfully notes that it erroneously failed to file a copy of the Company's clawback policy as an exhibit to the Form 10-K pursuant to Item 601(b)(97) of Regulation S-K.

Subject to any further feedback from the Staff, the Company intends to file a copy of its clawback policy as an exhibit to its next Quarterly Report on Form 10-Q, rather than amend its Form 10-K for the purpose of filing this exhibit.

***

If you have any questions or comments, please do not hesitate to contact me directly at ken.gianella@quantum.com.

Sincerely,

Quantum Corporation

/s/ Kenneth Gianella

Kenneth Gianella

Chief Financial Officer

Copy to:

Brian E. Cabrera, Chief Administrative Officer, Quantum Corporation

Laura A. Nash, Chief Accounting Officer, Quantum Corporation

James J. Masetti, Pillsbury Winthrop Shaw Pittman LLP

September 17, 2024
Kenneth Gianella
Chief Financial Officer
Quantum Corporation
224 Airport Parkway, Suite 550
San Jose, CA 95110
Re:Quantum Corporation
Form 10-K for Fiscal Year Ended March 31, 2024
Filed June 28, 2024
File No. 001-13449
Dear Kenneth Gianella:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
the comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended March 31, 2024
Explanatory Note
1.We note your disclosure regarding restatement of previously issued financial statements.
Please tell us whether a recovery analysis of incentive-based compensation was
performed. If no recovery analysis was performed, explain why. Describe the timing and
terms of awards received during the fiscal year ended March 31, 2024 and your
compensation recovery policy. In addition, please tell us what consideration was given to
providing the disclosures pursuant to Item 402(w) of Regulation S-K and filing the
company's clawback policy as an exhibit to your Form 10-K pursuant to Item 601(b)(97)
of Regulation S-K.

September 17, 2024
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Joyce Sweeney at 202-551-3449 or Kathleen Collins at 202-551-3499 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Brian Cabrera

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QUANTUM CORPORATION

224 Airport Parkway, Suite 550

San Jose, CA 95110

January 11, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:    Quantum Corporation - Registration Statement – Form S-3

        File No. 333-269061

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Quantum Corporation (the “Registrant”) hereby requests that the effective date of the above-referenced registration statement on Form S-3 (File No. 333-269061) (the “Registration Statement”) be declared effective on January 13, 2023, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of James J. Masetti and Julie Park of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, to make such request on its behalf. The Registrant hereby also authorizes each of James J. Masetti and Julie Park of Pillsbury Winthrop Shaw Pittman LLP to orally modify or withdraw this request for acceleration.

Once the Registration Statement has been declared effective, please orally confirm that event with James J. Masetti of Pillsbury Winthrop Shaw Pittman LLP at (650) 233-4754, or in his absence, Julie Park at (650) 233-4067.

[Signature Page Follows]

Sincerely,

QUANTUM CORPORATION

By: /s/ Brian E. Cabrera

Brian E. Cabrera

Senior Vice President, Chief Legal and

Compliance Officer, and Secretary

cc:    James J. Masetti

    Julie Park

United States securities and exchange commission logo
January 11, 2023
James Lerner
President and Chief Executive Officer
QUANTUM CORP /DE/
224 Airport Parkway, Suite 550
San Jose, CA 95110
Re:QUANTUM CORP /DE/
Registration Statement on Form S-3
Filed December 29, 2022
File No. 333-269061
Dear James Lerner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Aliya Ishmukhamedova, Staff Attorney, at 202-551-7519, or Joshua
Shainess, Legal Branch Chief, at 202- 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brian E. Cabrera

United States securities and exchange commission logo
December 27, 2021
Brian Cabrera
Chief Legal and Compliance Officer
Quantum Corporation
224 Airport Parkway, Suite 550
San Jose, CA 95110
Re:Quantum Corporation
Registration Statement on Form S-3
Filed December 17, 2021
File No. 333-261733
Dear Mr. Cabrera:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Derby, Staff Attorney, at (202) 551-3334 or Joshua Shainess,
Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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QUANTUM CORPORATION

224 Airport Parkway, Suite 550

San Jose, CA 95110

December 27, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:   Quantum Corporation - Registration Statement – Form S-3

File No. 333-261733

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Quantum Corporation (the “Registrant”) hereby requests that the effective date of the above-referenced registration statement on Form S‑3 (File No. 333-261733) (the “Registration Statement”) be declared effective on December 29, 2021, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of James J. Masetti and Julie Park of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, to make such request on its behalf. The Registrant hereby also authorizes each of James J. Masetti and Julie Park of Pillsbury Winthrop Shaw Pittman LLP to orally modify or withdraw this request for acceleration.

Once the Registration Statement has been declared effective, please orally confirm that event with James J. Masetti of Pillsbury Winthrop Shaw Pittman LLP at (650) 233-4754, or in his absence, Julie Park at (650) 233-4067.

[Signature Page Follows]

                                                                                    Sincerely,

                                                                                    QUANTUM CORPORATION

                                                                                     By: /s/ Brian E. Cabrera

Brian E. Cabrera

Senior Vice President, Chief Legal and Compliance Officer, and Secretary

cc:      James J. Masetti

Julie Park

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QUANTUM CORPORATION

224 Airport Parkway, Suite 550

San Jose, CA 95110

August 20, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

      Re:      Quantum Corporation - Registration Statement – Form S-3

                  File No. 333-258922

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Quantum Corporation (the “Registrant”) hereby requests that the effective date of the above-referenced registration statement on Form S‑3 (File No. 333-258922) (as amended, the “Registration Statement”) be declared effective on August 24, 2021, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of James J. Masetti and Julie Park of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, to make such request on its behalf. The Registrant hereby also authorizes James J. Masetti and Julie Park of Pillsbury Winthrop Shaw Pittman LLP to orally modify or withdraw this request for acceleration.

Once the Registration Statement has been declared effective, please orally confirm that event with James J. Masetti of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, at (650) 233-4754, or in his absence, Julie Park at (650) 233-4067.

[Signature Page Follows]

                                                                                    Sincerely,

                                                                                    QUANTUM CORPORATION

                                                                                    By: /s/ Brian E. Cabrera

Brian E. Cabrera

Senior Vice President, Chief Legal and Compliance Officer, and Secretary

cc:       James J. Masetti

            Julie Park

United States securities and exchange commission logo
August 19, 2021
Brian E. Cabrera
Chief Legal and Compliance Officer
Quantum Corporation
224 Airport Parkway, Suite 550
San Jose, CA 95110
Re:Quantum Corporation
Registration Statement on Form S-3
Filed August 19, 2021
File No. 333-258922
Dear Mr. Cabrera:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Katherine Wray, Staff Attorney, at 202-551-3483 or Jan Woo, Legal
Branch Chief, at 202-551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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CORRESP

 QUANTUM CORPORATION

224 Airport Parkway, Suite 550

 San
Jose, CA 95110

 February 9, 2021

VIA FACSIMILE AND EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Quantum Corporation – Registration Statement – Form S-3

 File No. 333-252609

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Quantum Corporation (the “Registrant”) hereby requests that the effective date of the above-referenced registration statement on Form S-3
(File No. 333-252609) (the “Registration Statement”) be declared effective on February 11, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later
time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Davina K. Kaile and Julie Park of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, to make such
request on its behalf.

 Once the Registration Statement has been declared effective, please orally confirm that event with Davina K. Kaile
of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, at (650) 233-4564, or in her absence, Julie Park at (650) 233-4067.

[Signature Page Follows]

 Sincerely,

 QUANTUM CORPORATION

By:

/s/ J. Michael Dodson

 J. Michael Dodson

 Chief Financial Officer

cc:
 James J. Lerner

Regan MacPherson

 Davina K. Kaile

 Signature Page to SEC Acceleration Request

United States securities and exchange commission logo
February 3, 2021
James J. Lerner
Chief Executive Officer
Quantum Corp.
224 Airport Parkway, Suite 550
San Jose, CA 95110
Re:Quantum Corp.
Registration Statement on Form S-3
Filed February 1, 2021
File No. 333-252609
Dear Mr. Lerner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Jan Woo, Legal Branch
Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Davina K. Kaile, Esq.

CORRESP
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filename1.htm

Document

QUANTUM CORPORATION

224 Airport Parkway, Suite 550

San Jose, CA 95110

December 7, 2020

VIA FACSIMILE AND EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:  Quantum Corporation – Registration Statement – Form S-3

File No. 333-250976

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Quantum Corporation (the “Registrant”) hereby requests that the effective date of the above-referenced registration statement on Form S‑3 (File No. 333-250976) (the “Registration Statement”) be declared effective on December 9, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Davina K. Kaile and Nicholas Griffin of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Davina K. Kaile of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, at (650) 233-4564, or in her absence, Nicholas Griffin at (713) 276-7628.

[Signature Page Follows]

Sincerely,

QUANTUM CORPORATION

By: /s/ J. Michael Dodson

J. Michael Dodson

Chief Financial Officer

cc: James Lerner

Regan MacPherson

Davina K. Kaile

Signature Page to SEC Acceleration Request

United States securities and exchange commission logo
December 3, 2020
James J. Lerner
President and Chief Executive Officer
Quantum Corporation
224 Airport Parkway, Suite 550
San Jose, CA 95110
Re:Quantum Corporation
Registration Statement on Form S-3
Filed November 25, 2020
File No. 333-250976
Dear Mr. Lerner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Davina Kaile

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 February 21, 2017

By E-Mail

Christopher P.  Davis , Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, 18th Floor
New York, NY 10176

Re: Quantum Corporation
Revised Preliminary Proxy Statement  filed February 17, 2017
Filed by VIEX  Opportunities Fund, LP – Series One, et. al.
File No. 001-13449

Dear Mr . Davis :

We have reviewed your filing and have the following commen ts.

Revised Preliminary Proxy Statement
1. We note your response to pri or comment 3 as it related to your statement that the board
has disclosed “disparate information…to certain members of the Board, implying a
‘board -within -a-Board’ information structure.”  Revise your disclosure to clarify that the
basis for your disclosure are events that took place more than two years ago and were
issues raised by another dissident security holder .

Reasons for the Solicitation
2. We reissue prior comment 4. Re vise your disclosure to clarify that you acceded to a
request from the company to delay the annual  meeting as part of  broader agreement s
between you and the company .

Please direct any questions to me at (202) 551 -3619.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions

CORRESP
1
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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
 (Amendment No. 1)

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934

    Filed by the Registrant
      [X]

    Filed by a Party other than
      the Registrant [   ]

    Check the appropriate
      box:

    [X]

    Preliminary Proxy
      Statement

    [   ]

    Confidential, for Use of the
      Commission Only (as permitted by Rule 14a-6(e)(2))

    [   ]

    Definitive Proxy
      Statement

    [   ]

    Definitive Additional
      Materials

    [   ]

    Soliciting Material Pursuant to §240.14a-12

    Quantum Corporation

    (Name of Registrant as
      Specified In Its Charter)

      (Name
      of Person(s) Filing Proxy Statement, if other than the
      Registrant)

    Payment of Filing Fee (Check
      the appropriate box):

    [X]

    No fee required.

      [
      ]

      Fee computed on
      table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

    (1)

    Title of each class of securities to which
      transaction applies:

    (2)

    Aggregate number of securities to which transaction
    applies:

    (3)

    Per unit price or other underlying value of
      transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the
      amount on which the filing fee is calculated and state how it was
      determined):

    (4)

    Proposed maximum aggregate value of transaction:

    (5)

    Total fee paid:

      [
      ]

      Fee paid previously
      with preliminary materials.

      [
      ]

      Check box if any part of the
      fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
      filing for which the offsetting fee was paid previously. Identify the
      previous filing by registration statement number, or the Form or Schedule
      and the date of its filing.

    (1)

    Amount Previously
    Paid:

    (2)

    Form, Schedule or Registration
      Statement No.:

    (3)

    Filing Party:

    (4)

    Date Filed:

Table of Contents

PRELIMINARY PROXY—SUBJECT TO COMPLETION

QUANTUM CORPORATION

__________________________________

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS

__________________________________

TO BE HELD ON

March 31, 2017

TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that
the Annual Meeting of Stockholders (the “Annual Meeting” or “Meeting”) of
Quantum Corporation (the “Company” or “Quantum”), a Delaware corporation, will
be held on March 31, 2017 at _____, __________________, for the following
purposes:

    1.

    To elect nine directors to serve until the
      next annual meeting of Stockholders or until their successors are elected
      and duly qualified;

    2.

    To ratify the appointment of
      PricewaterhouseCoopers LLP as the independent registered public accounting
      firm of the Company for the fiscal year ending March 31,
2017;

    3.

    To adopt a resolution approving, on an
      advisory basis, the compensation of the Company’s named executive
      officers;

    4.

    To vote, on an advisory basis, on the
      frequency of future advisory votes on the compensation of the Company’s
      named executive officers;

    5.

    To approve an amendment to the Company’s
      Employee Stock Purchase Plan to increase the number of shares available by
      6,500,000;

    6.

    To adopt an amendment to the Company’s
      Amended and Restated Certificate of Incorporation to effectuate a reverse
      stock split of our issued and outstanding shares of Common Stock at a
      ratio of between 1-for-3 and 1-for-8, inclusive, which ratio will be
      selected at the sole discretion of our Board of Directors at any whole
      number in the above range (the “Reverse Stock Split”), with cash paid for
      any fractional shares that would otherwise be issued as a result of the
      reverse stock split; provided, that our Board of Directors may abandon the
      Reverse Stock Split in its sole discretion; and

    7.

    To transact such other business as may
      properly come before the meeting or any adjournment or postponement
      thereof.

The foregoing items of
business are more fully described in the Proxy Statement accompanying this
Notice.

Only stockholders of record
at the close of business on February 1, 2017 are entitled to notice of and to
vote at the meeting and any adjournment or postponement thereof.

All stockholders are
cordially invited to attend the Annual Meeting in person. However, to ensure
your representation at the Meeting, you are urged to submit your proxy via the
Internet or telephone or vote, sign, date and return the enclosed white proxy
card as promptly as possible in the postage-prepaid envelope enclosed for that
purpose. If you attend the Annual Meeting and vote your vote by ballot you will
revoke any proxy previously submitted.

    By
      Order of the Board of Directors,

    /s/
      Shawn D. Hall

    San
      Jose, California
    Shawn D. Hall

    February __, 2017
    Senior Vice President, General Counsel and
      Secretary

3

Table of Contents

YOUR VOTE IS EXTREMELY
IMPORTANT

In order to assure your
representation at the Annual Meeting, you are requested to vote, at your
earliest convenience, by any of the methods described in the accompanying Proxy
Statement. If you decide to attend the Annual Meeting and vote in person, any
previous vote by proxy will be revoked automatically and only your vote at the
Annual Meeting will be counted.

This year’s Annual Meeting
is a particularly important one, and YOUR vote is extremely
important.

 VIEX Capital Advisors, LLC and certain of
its affiliates (collectively,  “VIEX”), who are the owners of approximately 11% of Quantum’s outstanding
common  stock have provided notice that they intend to nominate at
the Annual Meeting their own slate of five nominees (the “VIEX Nominees”) for election as directors. You
may receive solicitation materials from VIEX seeking your proxy to vote for the  VIEX Nominees. THE BOARD OF DIRECTORS OF THE
COMPANY (THE “BOARD”) RECOMMENDS A  VOTE “FOR” THE ELECTION OF EACH OF THE BOARD’S NOMINEES, WHOSE
NAMES ARE SET  FORTH ON THE ENCLOSED WHITE PROXY CARD. THE BOARD URGES YOU NOT TO SIGN OR  RETURN ANY GOLD PROXY CARD SENT
TO YOU BY VIEX. Even if you return a GOLD  proxy card sent to you by VIEX, you have every right to change your vote. You
may revoke that proxy and vote as recommended by the Board by signing, dating  and returning the enclosed WHITE proxy card in
the enclosed postage paid  envelope or by voting via the Internet or by telephone by following the  instructions provided on
the enclosed WHITE proxy card. Only your latest dated  proxy will be counted.

 Because the Board has
nominated candidates for only seven of the nine board seats being contested at
the Annual Meeting, as a practical matter the election of at least two of the
VIEX Nominees to the Board at the Annual Meeting is assured. The Board believes
it is not in the interests of the Company’s stockholders to elect the nominees of a single approximately 11% stockholder to a majority of the seats on the Board.
Your vote “FOR” the election of the Board’s nominees will ensure that VIEX
Nominees do not represent a majority of the members of the Board following the
Annual Meeting.

 THE BOARD URGES YOU NOT TO
RETURN ANY GOLD PROXY CARD SENT TO YOU BY VIEX, EVEN AS A PROTEST VOTE AGAINST
VIEX OR THE VIEX NOMINEES AS ONLY YOUR LATEST DATED VOTE WILL BE COUNTED AT THE
ANNUAL MEETING.

If you have questions or
need assistance voting your shares please contact:

105 Madison Avenue
New
York, New York 10016
proxy@mackenziepartners.com
Call Collect: (212)
929-5500
or
Toll-Free (800)
322-2885

Your vote is extremely
important, no matter how many or how few shares you own. The Board urges you to
vote your shares to elect the Board’s nominees. Even if you plan to attend the
Annual Meeting in person, please promptly sign, date and return the enclosed
WHITE proxy card in the enclosed postage-paid envelope or vote via the Internet
or by telephone by following the instructions provided on the enclosed WHITE
proxy card to be sure that your shares are voted at the Annual
Meeting.

4

Table of Contents

QUANTUM
CORPORATION

    INDEX

    Page

    Number

    INFORMATION CONCERNING SOLICITATION AND
      VOTING

    6

    BOARD OF DIRECTORS AND
    COMMITTEES

    15

    PROPOSAL ONE

    27

    ELECTION OF DIRECTORS

    27

    PROPOSAL TWO

    29

    RATIFICATION OF APPOINTMENT OF THE
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING ACCOUNTING FIRM

    29

    PROPOSAL THREE

    30

    ADVISORY VOTE TO APPROVE NAMED EXECUTIVE
      OFFICER COMPENSATION

    30

    PROPOSAL FOUR

    32

    ADVISORY VOTE ON FREQUENCY OF FUTURE
      ADVISORY VOTES ON NAMED EXECUTIVE COMPENSATION

    32

    PROPOSAL FIVE

    33

    APPROVAL OF AN AMENDMENT TO THE EMPLOYEE
      STOCK PURCHASE PLAN

    33

    PROPOSAL SIX

    37

    TO ADOPT AN AMENDMENT TO THE COMPANY’S
      AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECTUATE A REVERSE
      STOCK SPLIT

    37

    COMPENSATION DISCUSSION AND
      ANALYSIS

    44

    REPORT OF THE LEADERSHIP AND COMPENSATION
      COMMITTEE OF THE BOARD OF DIRECTORS

    61

    RISKS RELATED TO COMPENSATION POLICIES AND
      PRACTICES

    61

    EXECUTIVE COMPENSATION

    63

    POTENTIAL PAYMENTS UPON TERMINATION OR
      CHANGE OF CONTROL

    67

    REPORT OF THE AUDIT COMMITTEE OF THE BOARD
      OF DIRECTORS

    70

    AUDIT AND AUDIT-RELATED FEES

    71

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
      OWNERS AND MANAGEMENT

    72

    TRANSACTIONS WITH RELATED
    PERSONS

    74

    COMMUNICATING WITH THE COMPANY

    75

    OTHER MATTERS

    76

5

Table of Contents

PRELIMINARY PROXY—SUBJECT TO COMPLETION

QUANTUM CORPORATION

___________________

PROXY STATEMENT

____________________

INFORMATION CONCERNING
SOLICITATION AND VOTING

General

The enclosed white proxy
card is solicited on behalf of the Board of Directors (the “Board”) of Quantum
Corporation (the “Company” or “Quantum”) for use at the Annual Meeting of
Stockholders to be held on March 31, 2017 at _______, or at any adjournment
or postponement thereof (the “Annual Meeting” or “Meeting”), for the purposes
set forth herein and in the enclosed white proxy card. The Annual Meeting will
be held ____________________. The Company’s telephone number is 408-944-4000 and
the Internet address for its website is http://www.quantum.com.

This year’s Annual
Meeting is a particularly important one, and YOUR vote is extremely
important.

 VIEX Capital Advisors, LLC and certain of its affiliates (collectively,
“VIEX”), who are the owners of approximately 11% of Quantum’s outstanding common
stock have provided notice that they intend to nominate at the Annual Meeting their own slate of five nominees (the “VIEX
Nominees”) for election as directors. You may receive solicitation
materials from VIEX seeking your proxy to vote for the VIEX Nominees. THE BOARD
RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE BOARD’S NOMINEES, WHOSE
NAMES ARE SET FORTH ON THE ENCLOSED WHITE PROXY CARD. THE BOARD URGES YOU NOT TO
SIGN OR RETURN ANY GOLD PROXY CARD SENT TO YOU BY VIEX.

 The current Board believes that it is not in the interests of the Company’s stockholders generally to elect the VIEX Nominees to a
majority of the seats on the Board. Given that VIEX has not articulated a business plan for Quantum, that VIEX has an unrealized gain of
almost 40% on its investment in Quantum, and that there is limited liquidity in the trading market for Quantum’s common stock, the
Company has serious concerns that the VIEX Nominees will pursue actions that may further objectives that are favored by VIEX, but
which do not align with the best interests of all of the Company’s stockholders.

 The Company recognizes that, in light of the
right of stockholders to cumulate their votes in elections of directors and VIEX’s ownership of almost 11% of our
common stock, VIEX is in practice assured of winning some seats on the Board. Given the Company’s concerns regarding
the potential risk of VIEX Nominees taking control of the Board, the focus of the Company is on the election of the
Company’s nominees to a majority of the seats on the Board. The Board has therefore nominated candidates for only
seven of the nine board seats at the Annual Meeting, which means that the election of at least two of the VIEX Nominees to
the Board of Directors at the Annual Meeting is assured. Your vote “FOR” the election of the Board’s
nominees will ensure that VIEX Nominees do not represent a majority of the members of the Board following the Annual Meeting.
Because two of our current directors chose to align themselves with VIEX and because of our serious concerns regarding
VIEX’s objectives, our Board determined that it was not appropriate or in the interests of VIEX stockholders to include
those two directors on the Company’s slate of nominees for election at the Annual Meeting.

IMPORTANT NOTICE REGARDING
THE AVAILABILITY OF PROXY MATERIALS AND ANNUAL REPORT FOR STOCKHOLDERS MEETING
TO BE HELD ON MARCH 31, 2017

The proxy statement and
annual report to stockholders are available at ___________. Our proxy materials
are first being mailed on or about _________, 2017 to all stockholders entitled
to vote at the Meeting.

Record Date; Outstanding
Shares

Stockholders of record at
the close of business on February 1, 2017 (the “Record Date”) are entitled to
notice of and to vote at the Meeting. At the Record Date, 271,327,956 shares of the Company’s common stock, $0.01 par value (the “Common
Stock”), were issued and outstanding. Other than the Common Stock, the Company
has no other voting securities entitled to vote at the Annual Meeting.

6

Table of Contents

Voting

With respect to matters other than the election of directors, each share of Common Stock is entitled
to one vote, as provided in the Company’s Amended and Restated Certificate of
Incorporation. Accordingly, a total of 271,327,956 votes may be cast at the
Meeting with respect to matters other than the election of directors. For voting with respect to the election of
directors, stockholders may cumulate their votes. Cumulative voting means that a
stockholder has the right to give any one candidate who has been properly placed
in nomination a number of votes equal to the number of directors to be elected
multiplied by the number of shares the stockholder is entitled to vote, or to
distribute such votes on the same principle among as many properly nominated
candidates (up to the number of persons to be elected) as the stockholder may
wish. For example, if you own 100 shares of Common Stock, and there are nine
directors to be elected at the Annual Meeting, you could cast a total 900 “FOR”
votes (nine times one hundred) among as few or as many of the nine nominees to
be voted on at the Meeting as you choose. As discussed further in this Proxy
Statement, we are nominating seven director nominees for a nine-member Board. As
a result, stockholders voting for the election of directors at the Annual
Meeting on the WHITE proxy card will be able to vote for only seven nominees for
a nine-member Board and will not be able to vote for the two remaining directors
to serve on our Board. If a stockholder voting for the election of directors at
the Annual Meeting on our WHITE proxy card cumulates votes, such stockholder
will only be able to allocate their total number of votes among the Company’s
seven nominees. See “Additional Information on the Mechanics of Cumulative
Voting” below for more information on the operation of cumulative
voting.

With respect to Proposal One, Election
of Directors, the nine director nominees who receive the highest number of
affirmative votes will be elected; abstentions and broker non-votes w

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 February 1 5, 2017

By E-Mail

Christopher P.  Davis , Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, 18th Floor
New York, NY 10176

Re: Quantum Corporation
Preliminary Proxy Statement  filed February 6, 2017
Filed by VIEX  Opportunities Fund, LP – Series One, VIEX  Opportunities
    Fund, LP – Series Two, VIEX Special Opportunities Fund III, LP, VIEX
    GP, LLC, VIEX Special Opportunities GP III, LLC, VIEX  Capital
    Advisors, LLC, Eric Singer, Mark Bonney, Dale L. Fuller, John Mutch,
    Clifford Press, and Raghavendra Rav
File No. 001-13449

Dear Mr . Davis :

We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may bett er understand your
disclosure.

Preliminary Proxy Statement
1. Please consider including page numbers in your proxy statement.
2. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for each such opinion or belief.  Support for
opinions or beliefs should be self -evident, disclosed in the proxy statement or provided to
the staff on a supplemental basis.   We note the following examples that must b e
supported:
 That the company  has experienced “three -plus years of consistent underperformance
and repeatedly unfulfilled promises of improvement.”  (Cover letter)
 That the company is “significantly undervalued.” (Cover page)
 That the company faces “g overna nce issues .” (Reasons for the Solicitation)
 That “[e]ach and every Legacy Director has overseen significant value destruction
since joining the Board.” In addition to providing support for your statement, revise
your disclosure to clarify that  the “value d estruction” has occurred while directors
other than the Legacy Directors have served on the board as well. (Reasons for the
Solicitation)

Christopher P.  Davis , Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
February 1 5, 2017
Page 2

 3. We note your statement that the board has disclosed “disparate information…to certain
members of the Board, implying a  ‘board -within -a-Board’ information structure.”  Note
that you must avoid issuing statements that directly or indirectly impugn the character,
integrity or personal reputation or make charges of illegal, improper or immoral conduct
without factual foundatio n. Provide us supplementally, or disclose, the factual foundation
for your apparent belief that the current directors are not fulfilling their fiduciary duties in
running the company. Also, provide us with support for your use of the defined term
“Reasonab le Directors,” which suggests that the other directors are unreasonable. In this
regard, note that the factual foundation for such assertion must be reasonable. Refer to
Rule 14a -9.

Reasons for the Solicitation
4. Refer to the disclosure in the first paragra ph of this section that the board failed to allow a
stockholder vote for 19 months. Revise the disclosure to provide context and clarify that
part of the delay was the result of your agreement with the company in September 2016
to hold a meeting in January  2017  and that you also agreed to further delay the meeting in
December 2016 .

Proposal No. 1. Election of Directors
5. Please revise this section to highlight  to security holders that they will be disenfranchised
with respect to four board  seats if they return your proxy card.
6. Please revise this section to describe and quantify the effect, if any, on any company
obligations from the election of your entire slate of nominees, including any payments
due employees or creditors as a result of a chang e of control of the company .

Voting and Proxy Procedures
7. If you are seeking discretionary authority to cumulate votes as contemplated by Item
6(c)(4) of Schedule 14A, you must indicate that in your proxy statement. Please more
clearly seek this authority by providing a direct means for security holders to withhold all
authority to cumulate, other than by affirmatively calculating and specifying an
equivalent number of votes for each of your nominees. Alternatively, please provide a
detailed legal analysis,  citing the authority upon which you rely under both state and
federal law, supporting the proposition that you may exercise this authority by proxy
even if the security holder has done nothing to indicate that the security holder wishes to
vote any shares  cumulatively.
8. Please tell us, with a view toward revised disclosure, whether security holders will be
able to submit vote allocation instructions if such holder grants a proxy by telephone or
the internet.

Christopher P.  Davis , Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
February 1 5, 2017
Page 3

 We remind you that the filing persons are respon sible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff

Please direct any questions to me at (202) 551 -3619.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions

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[FRIED, FRANK, HARRIS,
SHRIVER & JACOBSON LLP LETTERHEAD]

    Direct Line: (212) 859-8296

    Warren.de.Wied@friedfrank.com

February 14,
2017

Daniel F.
Duchovny
Special Counsel

Officer of Mergers and
Acquisitions
United States
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

    Re:

    Quantum Corporation

    Preliminary Proxy Statement

    Filed on February 3,
      2017

    File No. 001-13449

Dear Mr. Duchovny:

This letter sets forth the
response of Quantum Corporation (the “Company”) to the comment
letter, dated February 13, 2017, of the staff of the Division of Corporation
Finance (the “Staff”) with respect to
the Preliminary Proxy Statement filed by the Company on February 3, 2017 (the
“Preliminary Proxy
Statement”). This letter is being
filed today with Amendment No. 1 to the Preliminary Proxy Statement
(“Amendment No. 1”). In order to facilitate your review, we have
repeated each comment in its entirety in the original numbered sequence. We have
also sent to your attention via email a copy of Amendment No. 1 marked to show
changes from the Preliminary Proxy Statement.

Preliminary Proxy
Statement

    1.

    Please provide us your analysis of the application of Rule
      13e-3 to the reverse stock split proposal. We note that Rule 13e-3 applies
      to a transaction or a series of transactions of the type specified in the
      rule.

      Response:

      The Company currently
      has more than 950 registered holders and, based on the current holdings of
      those registered holders and assuming conservatively a 1:7 reverse stock
      split, would continue to have more than 500 registered holders following
      the reverse stock split. The Company’s common stock would also continue to
      be listed on the New York Stock Exchange. Accordingly, the reverse stock
      split does not have a reasonable likelihood or purpose of producing,
      directly or indirectly, any of the effects specified in paragraph
      (a)(3)(ii) of Section 13e-3.

Information
Concerning Solicitation and Voting, page 6

    2.

    We note your disclosure that VIEX intends to “seek control”
      of the board. Revise your disclosure to clarify how VIEX is doing so. It
      appears that VIEX’s nominees are independent of VIEX and that two of its
      nominees are your current directors.

      Response:

      The Company
      respectfully acknowledges the Staff’s comment, and has revised the
      disclosure on pages 4 and 6 of Amendment No. 1.

    3.

    Clarify that the two incumbent directors you are not nominating are
      being nominated by VIEX, explain why you are not re-nominating them and
      why you are only nominating seven individuals for a nine-member
      board.

      Response:

      The Company
      respectfully acknowledges the Staff’s comment, and has revised the
      disclosure on page 6 of Amendment No. 1.

    4.

    We note your disclosure on page 8 that broker may not vote shares
      without instructions from a security holder on any proposal. Please tell
      us why, with a view toward revised disclosure.

      Response:

      The NYSE will treat
      all items to be voted on at the stockholders’ meeting as non-routine if
      VIEX mails its proxy statement to all Company stockholders. If VIEX mails
      to fewer than all holders the NYSE may permit broker votes on routine
      items, which, in this instance, would be limited to the ratification of
      the appointment of the Company’s auditors. The NYSE will not make a final
      determination on this matter until both parties have mailed their proxy
      materials. The Company has revised the disclosure on page 8 of Amendment
      No. 1.

    5.

      Refer to the first
      paragraph on page 13. Revise your disclosure to describe the
      considerations that will be made in determining the order of priority in
      which the proxies will allocate votes for each of your nominees.

      Response:

      The Company
      respectfully acknowledges the Staff’s comment, and has revised the
      disclosure on page 13 of Amendment No. 1.

      Certain
      Background Information, page 14

    6.

    Each statement or assertion of opinion or belief must be clearly
      characterized as such, and a reasonable factual basis must exist for each such opinion or
      belief. Support for opinions or beliefs should be self-evident, disclosed
      in the proxy statement or provided to the staff on a supplemental basis.
      Please provide support for your disclosure that the election of VIEX’s
      nominees “could adversely impact the operations and strategic direction of
      the Company” (page 14).

      Response:

      Based upon its
      discussions with VIEX during the past year, its familiarity with four of
      VIEX’s five nominees (who are either current board members or board
      observers), the failure of VIEX to articulate any business plan for the
      Company, the fact that VIEX has a significant unrealized gain on its
      investment in the Company and may be focused on liquidity for its shares
      rather than long-term value creation for all stockholders, the negative
      post-stockholder meeting performance of other companies at which VIEX ran
      successful proxy contests in 2016, the fact that VIEX has alluded in its
      proxy statement to potential management changes, and the potential for
      employee attrition should a change in control of the Board occur, the
      Company has a reasonable basis for concern that the election of the VIEX
      nominees to a majority of the seats on the Board could adversely impact
      the Company’s business operations and strategic
  direction.

    7.

    Refer
      to the first paragraph on page 15. It is unclear how you can ensure that
      the board will do as you state upon the election of a majority of your
      nominees. If four of your nominees are elected, it necessarily results
      that five of VIEX’s nominees would be elected, in which case the current
      board members would constitute a minority of the board and would be unable
      to dictate on their own how the board would act. Please revise or advise.

      Response:

      The Company
      respectfully acknowledges the Staff’s comment, and has revised the
      disclosure on page 15 of Amendment No. 1.

      Proposal Six,
      page 37

    8.

    Revise your disclosure to include the
      information required by Item 13(a) of Schedule 14A. See Item 12(f) of
      Schedule 14A.

      Response:

      The Company
      respectfully refers the Staff to Instruction 1 to Item 13 that provides
      the following:

      "Notwithstanding the
      provisions of this Item, any or all of the information required by
      paragraph (a) of this Item not material for the exercise of prudent
      judgment in regard to the matter to be acted upon may be omitted (emphasis
      added). In the usual case the information is deemed material to the
      exercise of prudent judgment where the matter to be acted upon is the
      authorization or issuance of a material amount of senior securities, but
      the information is not deemed material where the matter to be acted upon
      is the authorization or issuance of common stock, otherwise than in an
      exchange, merger, consolidation, acquisition or similar transaction,
      (emphasis added) the authorization of preferred stock without present
      intent to issue or the authorization of preferred stock for issuance for
      cash in an amount constituting fair value."

      The reverse stock
      split will result solely in (i) a reduction in the number of the Company’s
      outstanding shares of common stock, (ii) a reduction in the number of the
      Company’s stockholders of record (to the extent the reverse stock split
      would result in any stockholders owning less than one share) and (iii) an
      increase in the trading price of the Company’s common stock. The Company
      does not believe that the information specified in paragraph (a) is
      material to stockholders’ exercise of prudent judgment in regard to the
      approval of the reverse stock split and, accordingly, the Company believes
      that the information required pursuant to Item 12(f) and Item 13(a) of
      Schedule 14A may be omitted.

      Change of
      Control Severance Policy, page 59

    9.

    Revise the first paragraph on page 59 to
      define fully the terms “Involuntary Termination” and
      “cause.”

      Response:

      The Company
      respectfully acknowledges the Staff’s comment, and has revised the
      disclosure on page 59 of Amendment No. 1.

    10.

      We note your description in the last paragraph of
      page 14 about the change of control that would be effected if all of
      VIEX’s nominees are elected. We also note the disclosure in this section.
      Revise your disclosure to address how the election of three of your
      nominees and the two incumbent directors in VIEX’s slate would affect a
      determination of whether a change of control has taken place, as defined
      in the relevant agreements.

       Response:

The Company respectfully
acknowledges the Staff’s comment, and has revised the disclosure on page 11 of
Amendment No. 1.

Please contact me by phone
at (212) 859-8296 or by email at Warren.de.Wied@friedfrank.com if you have any
comments or questions about this letter.

    Sincerely,

    /s/ Warren de Wied

    Warren de Wied

    cc:
    Shawn Hall (Quantum Corporation)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 February 1 3, 2017

By E-Mail

Warren S. de Wied , Esq .
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY  10004

Re: Quantum Corporation
Preliminary Proxy Statement
Filed on February 3, 2017
File No. 001-13449

Dear Mr . de Wied :

We have reviewed your filing and have the following comments. In some of our comments,
we may ask you to provide us with information so we may bett er understand your disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances or do not believe an ame ndment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to th is comment , we may have additional comments.

Preliminary Proxy Statement
1. Please provide us your anal ysis of the application of Rule 13e -3 to the reverse stock split
proposal. We note that Rule 13e -3 applies to a transaction or a series of transactions of
the type specified in the rule.

Information Concerning Solicitation and Voting, page 6
2. We note your disclosure that VIEX intends to “seek control” of the board. Revise your
disclosure to clarify how VIEX is doing so. It appears that VIEX’s nominees are
independent of VIEX and that two of its nomine es are your current directors.
3. Clarify that the two incum bent directors you are not nominating are being nominated by
VIEX , explain why you are not re -nominating them and why you are only nominating
seven indivi duals for a nine -member board.

Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
February 13 , 2017
Page 2

 4. We note your disclosure on page 8 that broker may not vote shares witho ut instructions
from a security holder on any proposal. Please tell us why, with a v iew toward revised
disclosure.
5. Refer to the first paragraph on page 13. Revise your disclosure to describe the
considerations that will be made in determining the order of priority in which the proxies
will allocate vo tes for each of your nominees.

Certain Background Information, page 14
6. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for each  such opinion or belief.  Support for
opinions or beliefs should be self -evident, disclosed in the proxy statement or provided to
the staff on a supplemental basis.   Please provide support for your disclosure that the
election of VIEX’s nominees “could adv ersely impact the operations and strategic
direction of the Company” (page 14).
7. Refer to the first paragraph on page 15. It is unclear how you can ensure that the board
will do as you state upon the election of a majority of your nominees. If four of your
nominees are elected, it necessarily results that five of VIEX’s nominees would be
elected, in which case the current board members would constitute a minority of the
board and would be unable to dictate on their own how the board would  act. Please revise
or advise.

Proposal Six, page 37
8. Revise your disclosure to include the information required by Item 13(a) of Schedule
14A. S ee Item 12(f) of Schedule 14A.

Change of Control Severance Policy, page 59
9. Revise the first paragraph on page 59 to define fully t he terms  “Involun tary Termination”
and “cause.”
10. We note your description in the last paragraph of page 14 about the change of control that
would be effected if all of VIEX’s nominees are elected. We also note the disclosure in
this section. Revise your dis closure to address how the election of three of your nominees
and the two incumbent directors in VIEX’s slate would affect a determination of whether
a change of control has taken place, as defin ed in the relevant agreements.

We remind you that the filing  persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff

Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
February 13 , 2017
Page 3

 Please direct any questions to me at (202) 551 -3619.

        Sincerely,

        /s/ Daniel F. Du chovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions

July 22, 2014

Via E -mail
Jeffrey Smith
Chief Executive Officer
Starboard Value and Opportunity Master Fund Ltd .
830 Third Avenue, 3rd Floor
New York, NY 10022

 Re: Quantum Corporation
 Revised Preliminary Proxy Statement on Schedule 14A
Filed July 18 , 2014  by Starboard Value LP et al.
 File No. 001-13449

Dear Mr . Smith :

We have reviewed your revised filing and response letter and have the following
comments.  Unless otherwise noted, references in this letter to prior comments refer to our letter
dated July 2, 2014.

Reasons for the Solicitation

We are Concerned with the Company’s Poor Performance, page 5

1. Consistent with your response to prior comment 6 , please revise to briefly describe the
methods used to calculate EBITDA, EBIT an d EBITDA margins .

Voting and Proxy Procedures

Votes Required for Approval , page 18

2. We note your response to prior comment 2.   Please make corresponding revisions in this
section .

Proxy Card

3. We note your response to prior comment 9.  Please revise to provide clear instructions on
how security holders may withhold all authority to cumulate their votes and include
corresponding discl osure on page 18.  Alternatively, please provide a detailed legal
analysis, citing the authority upon which you rely under both state and federal law,
supporting the proposition that you may obtain th e authority  to cumulate votes  by proxy
even if the secur ity holder has done nothing to indicate that the security holder wishes to
vote any shares cumulatively.

Jeffrey Smith
Starboard Value and Opportunity Master Fund Ltd.
July 22, 2014
Page 2

 If you have questions or comments please contact Jeff Kauten, Staff Attorney, at (202)
551-3447  or, in his absence,  the undersigned at (202) 551 - 3457 .

        Sincerely,

        /s/ Maryse Mills -Apenteng

        Maryse Mills -Apenteng
        Special Counsel

cc: Via E -mail
 Andrew Freedman
 Olshan Frome Wolosky LLP

CORRESP
1
filename1.htm

July 15, 2014

VIA EDGAR

    Securities and Exchange Commission
Division of Corporation
      Finance
100 F Street, N.E.
Washington, DC 20549

    Attention:
    Maryse Mills-Apenteng, Special Counsel

    Jeff Kauten, Staff
  Attorney

    Re:
    Quantum Corporation

    Revised Preliminary Proxy Statement on Schedule
    14A

    Filed June 10, 2014

    File No. 001-13449

Ladies and
Gentlemen:

On behalf of Quantum
Corporation (“Quantum,” or the “Company”), we are submitting this letter in
response to the comments from the staff (“Staff”) of the Securities and Exchange
Commission (the “Commission”) contained in the letter dated July 11, 2014 (the
“Comment Letter”) regarding the above referenced Revised Preliminary Proxy
Statement on Schedule 14A (the “Proxy Statement”). For your convenience, we have
repeated your comments below in italics, and the headings and numbered responses
in this response letter correspond to the headings and numbered comments
contained in the Comment Letter.

Proxy Card

    1.

    We note your
      response to prior comment 10. If you are seeking discretionary authority
      to cumulate votes as contemplated by Item 6(c)(4) of Schedule 14A, you
      must indicate that in your proxy statement. If you continue to seek this
      authority, please at a minimum provide a direct means for security holders
      to withhold all authority to cumulate, other than by affirmatively
      calculating and specifying an equivalent number of votes for each of your
      nominees. Alternatively, please provide a detailed legal analysis, citing
      the authority upon which you rely under both state and federal law,
      supporting the proposition that you may obtain this authority by proxy
      even if the security holder has done nothing to indicate that the security
      holder wishes to vote any shares cumulatively.

    The Company
      respectfully advises the Staff that it has revised page 6 of the Proxy
      Statement and the proxy card to more clearly state that a stockholder may
      withhold authority to cumulate by indicating as such on the proxy card and
      has provided a means for stockholders to withhold authority to cumulate
      votes. We have supplementally provided our proposed revised disclosures
      for your reference.

* * * * *

The Company also acknowledges
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
  comments as a defense in any proceeding initiated by the Commission or any
  person under the federal securities laws of the United States.

     Should the Staff have any
additional comments or questions, please contact me at (212)
497-7702 or my partner, Lisa Stimmell at (650) 849-3424. We
respectfully request that the Staff confirm that it has no additional requests
or comments.

    Very
      truly yours,

    WILSON SONSINI GOODRICH &
  ROSATI

    Professional Corporation

    /s/
      Warren de Wied

    cc:

    Jon Gacek, Quantum
      Corporation
Shawn Hall, Quantum Corporation
Steven Bochner, Wilson
      Sonsini Goodrich & Rosati, PC
Lisa Stimmell, Wilson Sonsini
      Goodrich & Rosati, PC

-2-

July 11, 2014

Via E -mail
Jon W. Gacek
Chief Executive Officer
Quantum Corporation
224 Airport Parkway, Suite 300
San Jose, CA 95110

 Re: Quantum Corporation
 Revised Preliminary Proxy  Statement on Schedule 14A
Filed July 10 , 2014
 File No. 001-13449

Dear Mr . Gacek :

We have reviewed your revised  filing  and response letter and have the following
comments.  Unless otherwise noted, references in this letter to prior comments refer to our letter
dated July 3, 2014.

Proxy Card

1. We note your response to prior comment 10.   If you are seeking discretionary authority to
cumulate votes as contemplated by Item 6(c)(4 ) of Schedule 14A, you must indicate that
in your proxy statement.   If you continue to seek this authority , please at a minimum
provide a direct means for security holders to withhold all authority to cumulate, other
than by affirmatively calculating and s pecifying an equivalent number of votes for each
of your nominees.   Alternatively, please provide a detailed legal analysis, citing the
authority upon which you rely under both state and federal law, supporting the
proposition that you may obtain  this auth ority by proxy even if the security holder has
done nothing to indicate that the security holder wishes to vote any shares cumulatively.

 If you have questions or comments p lease contact Jeff Kauten, Staff Attorney, at (202)
551-3447 or the undersigned at  (202) 551 -3457 .

        Sincerely,

        /s/ Maryse Mills -Apenteng

        Maryse Mills -Apenteng
        Special Counsel
cc: Via E -mail
 Warren de Wied
 Wilson Sonsini Goodrich & Rosati

CORRESP
1
filename1.htm

July 10, 2014

VIA EDGAR

Securities and Exchange
Commission
Division of Corporation Finance
100 F Street, N.E.

Washington, DC 20549

    Attention:
    Maryse Mills-Apenteng, Special
  Counsel

    Jeff Kauten, Staff Attorney

    Re:

    Quantum
      Corporation

    Preliminary Proxy
      Statement on Schedule 14A

    Filed June 26,
      2014

    File No.
      001-13449

Ladies and Gentlemen:

On behalf of Quantum
Corporation (“Quantum,” or the “Company”), we are submitting this letter in
response to the comments from the staff (“Staff”) of the Securities and Exchange
Commission (the “Commission”) contained in the letter dated July 3, 2014 (the
“Comment Letter”) regarding the above referenced Preliminary Proxy Statement on
Schedule 14A. Concurrently with the filing of this letter, the Company has filed a revised Preliminary Proxy Statement on Schedule 14A (the “Revised Proxy Statement”). For your
convenience, we have repeated your comments below in italics, and the headings
and numbered responses in this response letter correspond to the headings and
numbered comments contained in the Comment Letter.

General

1. Please fill in the
blanks in your preliminary proxy statement.

     The
Company respectfully advises the Staff that the information required to fill in
the blanks is not known at this time, but the Company will fill in all blanks in
its definitive proxy statement

2. Please disclose that stockholders who grant a
proxy to you will be precluded from exercising their full voting authority for
the election of directors, given that you are proposing only five nominees for
seats on the board of directors.

     In response to the Staff’s comment, the
Company has amended the disclosure on pages 2 and 3 of the Revised Proxy Statement
to address the concerns noted in the Staff’s comment. The Company has included
additional disclosure highlighting the consequences to the Company’s
stockholders of using the Company’s proxy card to vote for the Company’s five
director nominees, namely that such stockholders will only be able to vote for
five of nine directors. The Company notes that such disclosure also appears in
Proposal One (Election of Directors).

Information Concerning
Solicitation and Voting

Solicitation, page
5

3. You indicate that proxies may be solicited by
certain of your officers, directors and regular employees personally or by
telephone, e-mail or otherwise. Please be advised that all written soliciting
materials, including any e-mails or scripts to be used in soliciting proxies,
must be filed under the cover of Schedule 14A on the date of first use. Refer to
Rule 14a-6(b) and (c). Please confirm your understanding.

     The
Company respectfully advises the Staff that it understands the requirements
under Rule 14a-6(b) and (c) and will file applicable materials accordingly.

4. We note your disclosure that regular employees of
the company may solicit proxies. Please describe the class or classes of regular
employees. See Item 4(b)(2) of Schedule 14A.

     The Company respectfully advises the Staff that it has determined that none of its regular employees will solicit proxies. Accordingly, the Company has deleted the disclosure on page 5 of the Revised Proxy Statement that regular employees of the Company may solicit proxies.

5. Please disclose the contracts with third parties
under which a change of control may be triggered by a change in a majority of
the seats on the board of directors.

     The
Company respectfully advises the Staff that it has amended the disclosure on
page 5 of the Revised Proxy Statement to state that a change in a majority of the
seats on the board of directors will constitute a change of control under
certain contracts with third parties, including the Company’s Credit Agreement
and its Directors’ and Officers’ Liability Insurance Policy.

Additional Information on
the Mechanics of Cumulative Voting, page 6

6. We note your disclosure that the Proxy Committee
may vote stockholders’ shares for fewer than nine nominees. Given that you are
only nominating five individuals for seats on the board of directors, it appears
to be certain that the Proxy Committee will vote for fewer than nine nominees.
Similar disclosure appears on page 20. Please advise.

     The Company respectfully advises the
Staff that it has amended the disclosure on page 6 of the Revised Proxy Statement to
clarify that the Proxy Committee may vote a stockholder’s shares for fewer than
all five of the Company’s nominees.

7. We note the following disclosure: “For example, if
you grant a proxy with respect to shares representing 900 cumulative votes, and mark “FOR ALL EXCEPT”
one of our director nominees, the Proxy Voting Committee may instruct the proxy holders to cast
the 900 votes for any or all of our five director nominees….” This appears to
state that the Proxy Committee may instruct the proxy holders to cast votes even
for the nominees for which the stockholder has withheld authority to vote.
Please advise.

     The Company respectfully advises the
Staff that it has amended the disclosures on page 6 of the Revised Proxy Statement to
clarify that the Proxy Voting Committee will only instruct the proxyholders to
cast votes only in accordance with the authority granted by the stockholder and
will not instruct the proxyholders to cast votes for any nominees for which the
stockholder has withheld authority.

-2-

8. We note the following disclosure: “If you provide
vote allocation instructions for less than all of the votes that you are
entitled to cast, the proxy holders will retain discretionary authority to cast
your remaining votes pursuant to the instructions of the Proxy Committee, except
for any nominee for whom you have withheld authority by marking the ‘FOR ALL
EXCEPT’ box.” Please provide a mechanism for stockholders to avoid this result,
if they so wish.

     The
Company respectfully advises the Staff that the stockholders may avoid this
result by providing vote allocation instructions for all of the votes that such
stockholder is entitled to cast or marking the “FOR ALL” or “WITHHOLD ALL” box.
The Company has amended the disclosure on page 7 of the Revised Proxy Statement to
clarify that if a stockholder provides instructions as to all of the votes such
stockholder is entitled to cast, the proxyholders will vote in accordance with
such instructions.

Proposal One: Election of
Directors, page 19

9. Please disclose why you are only nominating five
directors for a nine-member board.

     The Company respectfully advises the
Staff that it has amended the disclosure on page 19 of the Revised Proxy Statement to
disclose its reasons for only nominating five directors for a nine-member board.

Proxy Card

10. Please state the order of priority of nominees to
which you will allocate votes, if known. If not known at this time, describe how
this determination will be made. Please also provide a means for stockholders to
affirmatively withhold authority to cumulate votes with respect to one or more
nominees.

     The Company respectfully advises the
Staff that it does not know at this time how it will specifically allocate votes
among the nominees. The Company has amended the proxy card to state that it will
allocate votes in a manner that will result in the election of the greatest
number of the Company’s nominees. The Company advises the Staff that the
stockholder may affirmatively withhold authority to cumulate votes with respect
to one or more nominees by marking the “FOR ALL EXCEPT” box and writing in the
number(s) of the applicable nominee(s) in the space provided. If the stockholder
wishes to specify the number of votes to be allocated to one or more nominees,
such stockholder may provide written instructions with respect to one or more
nominees in the space provided on the proxy card.

11. Please reconcile your disclosure on the proxy card
regarding broker non-votes with the disclosure appearing on page 2, which
asserts that there will not be any broker non-votes.

     The Company respectfully advises the
Staff that it has revised the proxy card to delete the reference to broker
non-votes.

12. Disclosure states that, if any named nominee
declines or is unable to serve as a director, the persons named as proxies will
have the authority to vote for substitute nominees. Please revise revise this
statement so that it is consistent with Rule 14a-4(c)(5).

     The Company respectfully advises the
Staff that it has revised the proxy card so that the referenced language is
consistent with Rule 14a-4(c)(5).

* * * * *

-3-

The Company also acknowledges
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
  comments as a defense in any proceeding initiated by the Commission or any
  person under the federal securities laws of the United States.

     Should the Staff have any additional comments or questions, please
contact me at (212) 497-7702
or my partner, Lisa Stimmell at (650)
849-3424. We respectfully request that the Staff confirm that it has no
additional requests or comments.

    Very
      truly yours,

    WILSON SONSINI GOODRICH & ROSATI

    Professional Corporation

    /s/
      Warren de Wied

    cc:
    Jon Gacek, Quantum
      Corporation
Shawn Hall, Quantum Corporation
Steven Bochner, Wilson
      Sonsini Goodrich & Rosati, PC
Lisa Stimmell, Wilson Sonsini
      Goodrich & Rosati, PC

-4-

July 3, 2014

Via E -mail
Jon W. Gacek
Chief Executive Officer
Quantum Corporation
224 Airport Parkway, Suite 300
San Jose, CA 95110

 Re: Quantum Corporation
 Preliminary Proxy Statement on Schedule 14A
Filed June 26 , 2014
 File No. 001-13449

Dear Mr . Gacek :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advis ing us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filin g and the information you provide in
response to these comments, we may have additional comments.

General

1. Please fill in the blanks in your preliminary proxy statement.

2. Please disclose that stockholders who grant a proxy to you will be precluded from
exercising their full voting authority for the election of directors, given that you are
proposing only five nominees for seats on the board of directors.

Information Concerning Solicitation and Voting

Solicitation, page 5

3. You indicate  that proxies may be solicit ed by certain of your officers, directors and
regular employees personally or by telephone, e -mail or otherwise.  Please be advised
that all written soliciting materials, including any e -mails or scripts to be used in

Jon W. Gacek
Quantum Corporation
July 3, 2014
Page 2

 soliciting proxies , must be filed under the cover of Schedule 14A on the date of first use.
Refer to Rule 14a -6(b) and (c).  Please confirm your understanding.

4. We note your disclosure that regular employees of the company may solicit proxies.
Please describe the class or classes o f regular employees.  See Item 4(b)(2) of
Schedule  14A.

5. Please disclose the contracts with third parties under which a change of control may be
triggered by a change in a majority of the seats on the board of directors.

Additional Information on the Mechanics of Cumulative Voting, page 6

6. We note your disclosure that the Proxy Committee may vote stockholders’ shares for
fewer than nine nominees.   Given that you are only nominating five individuals for seats
on the board of directors, it appears to be certain that the Proxy Committee will vote for
fewer than nine nominees.  Similar disclosure appears on page 20.  Please advise.

7. We not the following disclosure:  “For example, if you grant a proxy with respect to
shares representing 900 cumulative votes,  and mark “FOR ALL EXCEPT” one of our
director nominees, the Proxy Voting Committee may instruct the proxy holders to cast
the 900 votes for any or all of our five director nominees….”  This appears to state that
the Proxy Committee may instruct the proxy holders to cast votes even for the nominees
for which the stockholder has withheld authority to vote.  Please advise.

8. We note the following disclosure:  “If you provide vote allocation instructions for less
than all of the votes that you are entitled to c ast, the proxy holders will retain
discretionary authority to cast your remaining votes pursuant to the instructions of the
Proxy Committee, except for any nominee for whom you have withheld authority by
marking the ‘FOR ALL EXCEPT’ box.”  Please provide a  mechanism for stockholders to
avoid this result, if they so wish.

Proposal One:  Election of Directors, page 19

9. Please disclose why you are only nominating five directors for a nine -member board.

Proxy Card

10. Please state the order of priority of nominees to which you will allocate votes, if known.
If not known at this time, describe how this determination will be made.  Please also
provide a means for stockholders to affirmatively withhold authority to cumulate votes
with respect to one or more n ominees.

11. Please reconcile your disclosure on the proxy card regarding broker non -votes with the
disclosure appearing on page 2, which asserts that there will not be any broker non -votes.

Jon W. Gacek
Quantum Corporation
July 3, 2014
Page 3

12. Disclosure states that, if any named nominee declines or is unable to serve as a director,
the persons named as proxies will have the authority to vote for substitute nominees.
Please revise this statement so that it is consistent with Rule 14a -4(c)(5).

 We urge all persons who are responsible for the accuracy and adequ acy of the disclosure
in the filings to be certain that the filings includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to  a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written 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 comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

 If you have questions or comments p lease contact Jeff Kauten, Staff Attorney, at (202)
551-3447 or the undersigned at (202) 5 51-3457 .

        Sincerely,

        /s/ Maryse Mills -Apenteng

        Maryse Mills -Apenteng
        Special Counsel

cc: Via E -mail
 Warren de Wied
 Wilson Sonsini Goodrich & Rosati

July 2, 2014

Via E -mail
Jeffrey Smith
Chief Executive Officer
Starboard Value and Opportunity Master Fund Ltd .
830 Third Avenue, 3rd Floor
New York, NY 10022

 Re: Quantum Corporation
 Preliminary Proxy Statement on Schedule 14A
Filed June 23 , 2014  by Starboard Value LP, S tarboard Value and
Opportunity Master Fund Ltd., Starboard Value and Opportunity S LLC,
Starboard Value and Opportunity C LP, Starboard Value GP LLC,
Starboard Principal Co. LP, S tarboard Principal Co. GP LLC, S tarboard
Value R LP, S tarboard Value R GP LLC, J effrey C. Smith , Mark R.
Mitchell , Peter A. Feld, Philip Black, Christopher F. Crowell , Louis Dinardo ,
Dale L. Fuller  and E dward Terino
 File No. 001-13449

Dear Mr . Smith :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your filing, by  providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your respon se.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

General

1. Please fill in the blanks in your preliminary proxy statement.

2. Please disclose that stockholders w ho grant a proxy to the participants will be precluded
from exercising their full voting authority for the election of directors, given that the
participants are proposing only six nominees for seats on the board of directors.

Jeffrey Smith
Starboard Value and Opportunity Master Fund Ltd . et al.
July 2, 2014
Page 2

 Letter to Stockholders

3. Please disclose “the perspectives presented by Messrs. Black, DiNardo, and Smith in the
boardroom regarding ways to enhance stockholder value” and “the actions required to
maximize stockholder value.”

4. Please be advised that each statement or assertion of opinion or belief must be clearly
characterized as such, and a reasonable factual basis must exist for each such opinion or
belief.   Support for opinions or beliefs should be self -evident, disclosed in the proxy
statement, or provided to the staff on a supplemental basis.  W e note the following
statements:

 the disclosure on page 3 that you have little confidence that the board has the objectivity
and commitment to take the steps necessary to enha nce stockholder value; and

 the disclosure s on page 6 tha t the board “has not  taken sufficient action to improve
operations or hold management accountable ” and that the board “has not insisted on or
provided for increased accountability .”

In the future, please clearly characterize similar disclosure as beliefs or opinions and, as
necessary, disclose the bases for your opinions and beliefs.

5. We note your statement on page 6 that the company’s “EPS loss of 9 cents  . . . was far
short of the original guidance of earnings of 5-10 cents .”  Please clarify whether thes e
metrics are presented on a GAAP or non -GAAP basis.

We are Concerned with the Company’s Poor Performance, page 5

6. Please tell us how you calculated EBITDA, EBIT and EBITDA margins.  These figures
do not appear to be consistent with the reported figures of the registrant.

Proposal No. 1 :  Election of Directors

The Nominees, page 11

7. Please briefly describe the potential effects of a change of control in the event it is
determined that the election of your nominees would result in a change of control.

Form of Proxy

8. Please revise to include the proposal to ratify the 2012 long -term incentive plan and the
proposal to ratify an amendment to the employee stock purchase plan , or inform
stockholders that they will not be able to vote on these proposals if th ey grant you proxy
authority.

Jeffrey Smith
Starboard Value and Opportunity Master Fund Ltd . et al.
July 2, 2014
Page 3

 9. Please state the order of priority of nominees to which you will allocate votes, if known.
If not known at this time, describe how this determination will be made.   Please also
provide a means  for stock holders  to affirmative ly withhold authority to cumulate votes
with respect to one or more nominees.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filings includes the information the Securities Ex change Act of
1934 and all applicable Exchange Act rules require.  Since the filing persons are in possession of
all facts relating to the disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

 In responding to our comments, please provide a written statement from each of the
participants acknowledging that:

 the participant is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staf f comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the participant may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of th e United States.
 If you have questions or comments please contact Jeff Kauten, Staff Attorney, at (202)
551-3447  or the undersigned at (202) 551 - 3457 .

        Sincerely,

        /s/ Maryse Mills -Apenteng

        Maryse Mills -Apenteng
        Special Counsel

cc: Via E -mail
 Andrew Freedman
 Olshan Frome Wolosky LLP

April 12, 2013

Via E -mail
Ms. Linda M. Breard
Chief Financial Officer
Quantum Corporation
1650 Technology Drive, Suite 800
San Jose, CA 95110

Re: Quantum Corporation
 Form 10-K for the Fiscal Year Ended March 31, 2012
Filed June 14, 2012
Form 10 -Q for the Quarterly Period Ended December 31, 2012
Filed February 8, 2013
File No. 001 -13449

Dear Ms. Breard :

We have comp leted our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Co mmission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exc hange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

CORRESP
1
filename1.htm

March 13, 2013

Via EDGAR

Securities and Exchange Commission
100
F Street, N.E.
Mail Stop 4561
Washington, D.C. 20549

      Attn:

    Patrick Gilmore

    Re:
    Quantum Corporation

    Form 10-K for the Fiscal Year Ended March 31, 2012

    Filed June 14, 2012

    Form 10-Q for the Quarterly Period Ended December 31,
      2012

    Filed February 8, 2013

    File No. 001-13449

Ladies and Gentlemen:

     Quantum
Corporation (the “Company,” “we,” “our,” or “Quantum”) submits this letter in
response to the comments from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) received by letter dated February 27,
2013 relating to the Company’s Form 10-K for Fiscal Year Ended March 31, 2012,
filed June 14, 2012 and Form 10-Q for the Quarterly Period Ended December 31,
2012, filed February 8, 2013.

       In this letter, we
have recited the comments from the Staff in italicized, bold type and have
followed each comment with the Company’s response.

Form 10-K for the Fiscal Year
Ended March 31, 2012

Item 8. Financial Statements and
Supplementary Data

Report of Independent Registered
Public Accounting Firm, page 44

    1.
    We note that you have included
      separate Statements of Comprehensive Income (Loss) on page 47 and that the
      first paragraph of the audit report does not reference these statements.
      Please amend your Form 10-K to include an opinion that references all of
      the audited financial statements. Refer to AU Section
      508.08.

Securities and Exchange
Commission
March 13, 2013
Page 2

Response:

Reference to the Statements of
Comprehensive Income (Loss) was inadvertently omitted from the opinion. On March
8, 2013 we filed an amended Form 10-K for inclusion of the corrected opinion.

Note 13 – Commitments and
Contingencies

Legal Proceedings, page
74

    2.
    We note that your statement
      regarding the Compression Technology Solutions LLC (CTS) patent
      infringement lawsuit indicates that “[d]ue to inherent uncertainty of
      litigation, [you] cannot identify probable or estimable damages.” We note
      similar disclosure included in your Form 10-Q for the quarterly period
      ended December 31, 2012 with respect to the CTS lawsuit and a patent
      infringement lawsuit with Overland Storage, Inc. If there is at least a
      reasonable possibility that a loss exceeding amounts already recognized
      may have been incurred, in your next periodic filing, either disclose an
      estimate (or, if true, state that the estimate is immaterial in lieu of
      providing quantified amounts) of the additional loss or range of loss, or
      state that such an estimate cannot be made. Refer to ASC
      450-20-50.

Response:

At this time, we do not believe there is
at least a reasonable possibility that a material loss exceeding amounts already
recognized may have been incurred with respect to either the CTS or Overland
lawsuits. If we reach the same conclusion based on our evaluation of the facts
and circumstances at the time of our next periodic filing, we will remove the
“[d]ue to inherent uncertainty of litigation, we cannot identify probable or
estimable damages” disclosure and include instead the following disclosure in
our Legal Proceedings footnote:

“We do not believe there is a reasonable possibility that we will pay
material damages related to these lawsuits.”

However, we confirm that if we determine
in the future that there is at least a reasonable possibility that a loss
exceeding amounts already recognized may have been incurred, we will update our
Legal Proceedings disclosure in the next applicable periodic filing to include
either an estimate of the additional loss or range of loss (or, if true, state
that the estimate is immaterial in lieu of providing quantified amounts), or
state that such an estimate cannot be made.

Securities and Exchange
Commission
March 13, 2013
Page 3

Form 10-Q for the Quarterly Period
Ended December 31, 2012

Item 1. Financial
Statements

Note 1 – Basis of Presentation,
page 5

    3.

    We note your disclosure on
      page 13 of your Form 10-Q for the quarterly period ended September 30,
      2012 that during the second quarter of fiscal 2013 you introduced a new
      product, Q-Cloud, that provides backup and disaster recovery on a
      subscription basis. Please provide us with the details and terms of these
      arrangements, including whether any implementation or set-up fees were
      earned, and your accounting policy for these cloud subscription
      services.

Response:

Our Q-Cloud arrangements are annual
subscriptions that provide the customer with hosted access to virtual backup and
disaster recovery in “the cloud,” as well as related technical support.
Customers do not have the contractual right to take possession of the underlying
software or other technology at any time during or after the subscription
period. Accordingly, based on the guidance of ASC 985-605-55-121 to 125, these
arrangements are outside the scope of ASC 985-605 and are accounted for as
service contracts. We recognize subscription fees as revenue ratably over the
annual contract period. These arrangements do not include any implementation or
set up fees. Q-Cloud revenue to date has been immaterial.

Note 4 – Intangible Assets and
Goodwill, page 6

    4.

    We note that you evaluate
      goodwill for impairment during the fourth quarter of the fiscal year or
      more frequently if indicators of impairment are present. We further note
      that your stock price has declined from $2.62 on March 30, 2012 to as low
      as $1.05 on October 31, 2012. You have also included disclosure on page 34
      regarding your decreasing stock price and the risk of NYSE delisting. In
      light of these factors, as well as your declining revenues, please tell us
      how you concluded that there were no indicators of goodwill
      impairment.

Securities and Exchange
Commission
March 13, 2013
Page 4

Response:

We operate as a single reporting unit and
perform our goodwill impairment assessment for the Company as a whole. As the
carrying amount of the reporting unit is negative, on an interim basis between
annual impairment tests we consider whether an event occurs or circumstances
exist that indicate that it is more likely than not that a goodwill impairment
exists in accordance with ASC 350-20-35-30. To make this determination, we
evaluated the examples of such events and circumstances included in ASC
350-20-35-3C(a) through (g). Also, in accordance with ASC 350-20-35-3F and G, we
evaluated on the basis of the weight of evidence the significance of identified
events and circumstances along with how they could affect the relationship
between the reporting unit's fair value and
carrying amount, including positive mitigating events and circumstances. An
overview of our considerations is as follows:

    a.
    Macroeconomic conditions such
      as a deterioration in general economic conditions, limitations on
      accessing capital, fluctuations in foreign exchange rates, or other
      developments in equity and credit markets

    b.
    Industry and market
      considerations such as a deterioration in the environment in which an
      entity operates, an increased competitive environment, a decline in
      market-dependent multiples or metrics (consider in both absolute terms
      and relative to peers), a change in the market for an entity's products or
      services, or a regulatory or political development

    c.
    Cost factors such as increases
      in raw materials, labor, or other costs that have a negative effect on
      earnings and cash flows

    d.
    Overall financial performance
      such as negative or declining cash flows or a decline in actual or planned
      revenue or earnings compared with actual and projected results of relevant
      prior periods

    Circumstances included in (a)
      through (c) all impacted our financial performance described in (d) to
      some extent, so we have combined our evaluation of these four factors. We
      had lower than expected revenue during the first half of our current
      fiscal year ended March 31, 2013 (“Fiscal 2013”) that was attributable in
      part to economic uncertainty, particularly in Europe, as well as a
      decrease in overall demand in the tape automation market. However, based
      on some key results in the second and third quarters of Fiscal 2013, we do
      not believe these factors are indicative of an ongoing adverse trend that
      would lead us to conclude it is more likely than not that a goodwill
      impairment exists. For example, during the quarter ended September 30,
      2012, we had year-over-year growth and record revenue in our disk and
      software category, which is our growth business. We also saw
      year-over-year growth in this revenue category during the quarter ended
      December 31, 2012 (“Q313”). Additionally, during Q313 we experienced
      sequential growth in tape automation revenue with the release of new
      technology and believe we are outperforming the market in this area. Total
      revenue for Q313 was within $600,000 of forecast and increased 8% from the
      second quarter of Fiscal 2013. Further, the long-term outlook in key
      market segments continues to be positive, with growth forecast for the
      disk-based deduplication and big data markets. Our disk and software
      products provide solutions in these growing markets.

Securities and Exchange
Commission
March 13, 2013
Page 5

    As part of our financial plan for
      Fiscal 2013, we increased our spending during the first half of the fiscal
      year in sales and marketing and certain other areas in an effort to drive
      revenue growth. Although gross margin percentages during Fiscal 2013 have
      remained relatively flat with the fourth quarter of Fiscal 2012, this
      increased spending combined with the revenue
      shortfall resulted in larger than expected operating losses and the use of
      cash in operations during the first half of Fiscal 2013. To mitigate the
      impact to operating profit and cash used in operations, during Q313 we
      implemented a restructuring plan to align spending with our revenue
      levels. These actions had a positive impact on Q313 results as we exceeded
      forecast gross margin by approximately 200 basis points, were at the low
      end of our operating expense forecast (excluding restructuring charges)
      and generated $6 million in cash from operations.

    The Q313 restructuring actions
      included headcount reductions of approximately 10% and saved an estimated
      $1 million during Q313 and are expected to save more in future quarters,
      as the full savings of the headcount and other cost reductions are
      realized. Historically, we have proven our ability to align spending with
      revenue levels by implementing measures to control expenditures quickly
      and decreasing operating expenses in successive quarters. For example, in
      connection with spending reductions initiated in response to the economic
      crisis of 2008, our operating expenses (excluding a goodwill impairment)
      decreased 20% between the quarters ended September 30, 2008 and June 30,
      2009 while maintaining gross margins around 38.5%.

    Due to demonstrated improvement
      in our Q313 results and our history of implementing cost controls, we
      concluded that our financial results for the first half of Fiscal 2013
      were not indicative of an ongoing negative trend that would lead us to
      conclude it is more likely than not that a goodwill impairment
      exists.

    e.
    Other relevant entity-specific
      events such as changes in management, key personnel, strategy, or
      customers; contemplation of bankruptcy; or litigation

    We have not experienced
      significant changes in management, strategy or customers, nor have we
      contemplated bankruptcy. During June 2012 Overland Storage, Inc.
      (“Overland”) filed a patent infringement lawsuit against us, but we do not
      believe we infringe on Overland’s patents and will defend ourselves
      vigorously. In August 2012 we filed a patent infringement lawsuit against
      Overland.

    f.
    Events affecting a reporting
      unit, such as a change in the composition or carrying amount of its net
      assets, a more-likely-than-not expectation of selling or disposing all, or
      a portion of a reporting unit, the testing for recoverability of a
      significant asset group within a reporting unit, or recognition of a
      goodwill impairment loss in the financial statements of a subsidiary that
      is a component of a reporting unit

    No such events have
      occurred.

Securities and Exchange
Commission
March 13, 2013
Page 6

    g.
    If applicable, a sustained
      decrease in share price (consider in both absolute terms and relative to
      peers)

    Although we have not had a
      closing stock price below $1.00 since August 17, 2009, as our stock price
      fell close to $1.00 at the end of October 2012, we felt it was prudent to
      include risk factor disclosure regarding the possibility of our stock
      price dropping below $1.00 and that a consequence of a closing stock price
      that averages less than $1.00 for a consecutive thirty trading-day period
      includes the risk of delisting on the NYSE. The stock price low of $1.05
      on October 31, 2012 occurred within one week of two events. First, our
      results for the quarter ended September 30, 2012 were released on October
      24, 2012. As described above, we have since taken steps to improve our
      financial results, and those actions have already had a positive impact on
      Q313 results. Second, we announced pricing for a convertible debt offering
      on October 26, 2012. The convertible debt proceeds were used to repay an
      existing bank line of credit, and we have subsequently modified certain
      covenants of that line of credit to be less restrictive. Our stock price
      increased 18% to $1.24 on December 31, 2012, and the closing price in
      November 2012 through December 2012 averaged $1.28, a 22% increase from
      the October 31, 2012 low. Closing prices during calendar 2013 through
      March 11, 2013 have ranged from a low of $1.21 to a high of $1.47. At the
      stock price low of $1.05, our market capitalization was approximately $250
      million, and at the current stock price as of March 11, 2013 it
      approximates $290 million.

Based on consideration of the factors
described above, we concluded that it was not more likely than not that a
goodwill impairment existed at an interim date.

Item 4. Controls and
Procedures

(a) Evaluation of disclosure
controls and procedures, page 24

    5.

    Please confirm whether your
      Chief Executive Officer and your Chief Financial Officer evaluated the
      effectiveness of your disclosure controls and procedures as defined in
      Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Please also consider
      including the full definition of disclosure controls and procedures in
      future filings similar to the disclosure on page 76 of your Form 10-K for
      the fiscal year ended March 31, 2012 or alternatively, provide a reference
      to the definition of the rules (i.e. Rules 13a-15(e) and 15d-15(e) under
      the Exchange Act).

Securities and Exchange
Commission
March 13, 2013
Page 7

Response:

We confirm that our Chief Executive
Officer and our Chief Financial Officer evaluated the effectiveness of our
disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act for all quarterly periods in our current fiscal year,
including the quarter ended Dec

February 27, 2013

Via E -mail
Ms. Linda M. Breard
Chief Financial Officer
Quantum Corporation
1650 Technology Drive, Suite 800
San Jose, CA 95110

Re: Quantum Corporation
 Form 10-K for the Fiscal Year Ended March 31, 2012
Filed June 14, 2012
Form 10 -Q for the Quarterly Period Ended December 31, 2012
Filed February 8, 2013
File No. 001 -13449

Dear Ms. Breard :

We have reviewed your filing s and have  the following comments.  In some of our
comments , we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when  you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended March 31, 2012

Item 8.  Financial Statements and Supplementary Data

Report of Independent Registered Public Accounti ng Firm, page 44

1. We no te that you have included separate Statements of Comprehensive Income (Loss) on
page 47 and that the first paragraph of the audit report does not reference th ese
statement s.  Please amend your Form 10 -K to include an opinion that ref erences all of the
audited financial statements.  Refer to AU Section 508.08.

Ms. Linda M. Breard
Quantum Corporation
February 27, 2013
Page 2

 Note 13 – Commitments and Contingencies

Legal Proceedings, page 74

2. We note that your statement regarding the Compression Technology Solutions LLC
(CTS) patent infringement  lawsuit indicates that “[d]ue to inherent uncertainty of
litigation , [you] cannot identify probable or estimable damages.”  We note similar
disclosure included in your Form 10 -Q for the quarterly period ended December 31, 2012
with respect to the CTS laws uit and a patent infringement lawsuit with Overland Storage,
Inc.  I f there is at least a reasonable possibility that a loss exceeding amounts already
recognized may have been incurred, in your next periodic filing, either disclose an
estimate (or, if true , state that the estimate is immaterial in lieu of providing quantified
amounts) of the additional loss or range of loss, or state that such an estimate cannot be
made.  Refer to ASC 450 -20-50.

Form 10 -Q for the Quarterly Period Ended December 31, 2012

Item 1.  Financial Statements

Note 1 – Basis of Presentation, page 5

3. We note your disclosure on page 13  of your Form 10 -Q for the quarterly period ended
September 30, 2012  that during the second quarter of fiscal 2013 you introduced a new
product, Q -Clou d, that provides backup and disaster recovery on a subscription basis.
Please provide us with the details and terms of these arrangements, including whether any
implementation or set -up fees were earned, and your accounting policy for these cloud
subscrip tion services.

Note 4 – Intangible Assets and Goodwill, page 6

4. We note that you evaluate goodwill for impairment during the fourth quarter of the fiscal
year or more frequently if indicators of impairment are present.  We further note that your
stock price has declined from $2.62 on March 30, 2012 to as low as $1.05 on October 31,
2012.  You have also included disclosure on page 34 regarding your decreasing stock
price and the risk of NYSE delisting.  In light of these factors , as well as your declinin g
revenues, please tell us how you concluded that there were no indicators of  goodwill
impairment.

Ms. Linda M. Breard
Quantum Corporation
February 27, 2013
Page 3

 Item 4.   Controls and Procedures

(a) Evaluation of disclosure controls and procedures, page 24

5. Please confirm whether your Chief Executive Officer an d your Chief Financial Officer
evaluated the effectiveness of your disclosure controls and procedures as defined in Rules
13a-15(e) and 15d -15(e) under the Exchange Act.   Please also consider including the full
definition of disclosure controls and procedu res in future filings similar to the disclosure
on page 76 of your Form 10 -K for the fiscal year ended March 31, 2012 or alternatively,
provide a reference to the definition of the rules  (i.e. Rules 13a -15(e) and 15d -15(e) under
the Exchange Act ).

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
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 comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jaime John, Staff Accountant , at (202) 551 -3446 if you have questions
regarding comments on the financial statements and re lated matters .  If you require further
assistance, do not hesitate to contact me at (202) 551 -3406.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

February 8, 2011
 Richard E. Belluzzo Chief Executive Officer Quantum Corporation 1650 Technology Dr ive, Suite 800
San Jose, CA 95110
Re: Quantum Corporation
 Form 10-K for the Fiscal Year Ended March 31, 2010
File No. 001-13449

Dear Mr. Belluzzo:
We have completed our review of your Form 10-K and related filings and have no further
comments at this time on the specific issues raised.
Sincerely,
  /s/ Patrick Gilmore
Patrick Gilmore Accounting Branch Chief

CORRESP
1
filename1.htm

   DC10027.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing

January 27, 2011

Via EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 4561

Washington, D.C. 20549

Attn:

Patrick Gilmore

Re:

Quantum Corporation

Form 10-K for Fiscal Year Ended March 31, 2010

Filed June 11, 2010

File No. 001-13449

Ladies and Gentlemen:

     Quantum Corporation (the “Company” or “Quantum”) submits this letter in response to the additional comments from the Staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) received by letter dated January 13, 2011 relating to the Company’s Form 10-K for Fiscal Year Ended March 31, 2010, filed June 11, 2010.

     In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response.

Form 10-K for Fiscal Year Ended March 31, 2010

Item 8. Financial Statements and Supplementary Data

Note 2. Financial Statement Presentation and Summary of Significant Accounting Policies

Revenue Recognition

Product Revenue – Software, page 59

1. Your disclosures state that software revenue is generally recognized upon shipment or electronic delivery and when vendor-specific objective evidence (“VSOE”) of fair value for the undelivered elements exists.
Please describe the methodology and assumptions used to establish VSOE of fair value for post-contract customer support included in your multiple-element software arrangements. In your response, describe the process you use to evaluate the various
factors that affect your establishment of VSOE of fair value. For example, if your agreements include stated future renewal rates, tell us how you determined the renewal rates are substantive. In this regard, please provide the range
of

Securities and Exchange Commission

January 27, 2011

Page 2

typical renewal rates that are stated in your contracts and tell us what percentage of customers actually renew at such rates. Alternatively, if VSOE of post contract customer support is based on stand-alone sales, then
provide the volume and range of stand-alone sales used to establish VSOE. Additionally, please describe your policy for allocating arrangement consideration to post-contract customer support when the contractual price for this element does not fall
within the respective VSOE of fair value range.

Response:

For a substantial majority of our software transactions, we establish VSOE for post-contract support (PCS) based on stand-alone sales of renewal PCS contracts in accordance with Accounting Standards Codification (ASC)
985-605-25-6a (formerly SOP 97-2, par. 10). We use a bell-shaped curve approach to evaluate our PCS renewal pricing. We determine VSOE for PCS exists when a substantial majority of our actual renewals are within a narrow range of pricing. We
consider a substantial majority to be defined as 80% or more of stand-alone PCS transactions and that a narrow range represents plus or minus 15% from the midpoint of the range. Our prices vary based on various factors including support level, type
of customer and geography; therefore, our evaluation of VSOE considers consistency of pricing based upon these classes of transactions. We evaluate VSOE of PCS on a semi-annual basis. For our fiscal year ended March 31, 2010, we determined 95% of
our PCS renewal transactions were priced within plus or minus 15% of the midpoint of the range.

When the contractual price charged for PCS falls below our VSOE range, we record deferred revenue for the contract price plus an additional amount equal to the difference between the price charged and the midpoint of the VSOE
range. When the contractual price charged for PCS is above our VSOE range, we record deferred revenue for the full contract price and do not allocate any portion of that amount to the product.

In limited cases we use stated renewal rates in specific customer contracts to support VSOE for PCS based upon the guidance in ASC 985-605-25-67 (formerly SOP 97-2, par. 57) and AICPA TPA 5100.54. We have used this method for two
contracts with customers who embed our software in a product sold under their brand. We consider a stated renewal rate substantive if the renewal rate is consistent with our normal pricing practices and the initial one-year PCS period is relatively
short compared to the term of the software agreement. To date all PCS renewals related to these customer contracts have been priced at the rate stated in the contract.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures, page 91

2. Your effectiveness conclusion includes an incomplete definition of disclosure controls and procedures as it does not include all of the components described in Exchange Act Rule 13a-15(e). Please confirm to us, if true,
that your officers concluded that your disclosure controls and procedures were effective as of the end of the period covered by

Securities and Exchange Commission

January 27, 2011

Page 3

the report to ensure that information required to be disclosed by you in the reports that you file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
Commission's rules and forms and to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is accumulated and communicated to your management, including your principal executive
and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In future filings, please either include the complete definition of disclosure controls and procedures
as defined in Exchange Act Rule 13a-15(e) or simply indicate that your disclosure controls and procedures were effective without providing a partial definition. Similar concerns apply to your subsequent Form 10-Q.

Response:

We confirm that our officers concluded that our disclosure controls and procedures were effective as of the end of the period covered by our Form 10-K for the fiscal year ended March 31, 2010 to ensure that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and to ensure that information required to be
disclosed by the company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure. In addition, we confirm that our officers concluded that our disclosure controls and procedures were effective as of the end of the periods covered by our subsequent Forms 10-Q
for the fiscal quarters ended June 30, 2010 and September 30, 2010 to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Commission's rules and forms and to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including
our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. In future filings we will indicate whether or not our disclosure controls and
procedures were effective without providing the definition of disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e).

* * * * * * *

In response to the Staff’s comments, we hereby acknowledge that:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes in disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

Securities and Exchange Commission

January 27, 2011

Page 4

·

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.

     We hope that you will find the foregoing responsive to the Staff’s comments. If you have any further questions or comments, please direct these to me at (425) 201-1498. In addition, we would
request that you provide a facsimile of any additional comments that you may have to my attention at (425) 201-1577. Thank you for your assistance.

Sincerely,

/s/ Linda M. Breard

Linda M. Breard

Chief Financial Officer

Quantum Corporation

January 13, 2011

Richard E. Belluzzo Chief Executive Officer
Quantum Corporation
1650 Technology Drive, Suite 800
San Jose, CA 95110

Re: Quantum Corporation
 Form 10- K for the Fiscal Year Ended March 31, 2010
Filed June 11, 2010 File No. 001- 13449
 Dear Mr. Belluzzo:
 We have reviewed your filing and have the following comments.  In some of our
comments , we may ask you to provide us with information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to thes e comment s, we may have  additional comments.

Item 8.  Financial Statements and Supplementary Data
 Note 2.  Financial Statement Presentation and Summary of Significant Accounting Policies
 Revenue Recognition
1. Your disclosures state that software revenue is generally recognized upon shipment or
electronic delivery and when vendor -specific objective evidence (“ VSOE ”) of fair value
for the undelivered elements exists.  Please describe the methodology and assum ptions
used to establish  VSOE of fair value for post -contract customer support included in your
multiple -element software arrangements.  In your response, describe the process you use
to evaluate the various factors that affect your establishment of VSOE of fair value.   For
example, if your  agreements include  stated future renewal rates , tell us how you Product Revenue – Software, page 59

 Richard E. Belluzzo  Quantum Corporation January 13, 2011
Page 2

determined the renewal rates are substantive.  In this regard, please provide the range of typical renewal rates that are stated in your contracts  and tell us what percentage of your
customers actually renew at such rates.  Alternatively, if VSOE of post -contract customer
support is based on stand -alone sales, then provide the volume and range of stand- alone
sales used to establish VSOE.  Additionally, please  describe your policy for allocating
arrangement consideration to post -contract customer support when the contractual price
for this element does not fall within the respective VSOE of fair value range.

Item 9A.  Controls and Procedures
2. Your effectiveness conclusion includes an incomplete definition of disclosure controls
and procedures as it does not include all of the components described in Exchange Act Rule l3a -15(e).  Please confirm to us, if true, that your officers concluded that your
disclosure controls and procedures were effective as of the end of the period covered by the report to ensure that information required to be disclosed by you in the reports that you file or submit under the Exc hange Act is recorded, processed, summarized and
reported within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is accumulated and communicated to your management, including your principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  In future filings, please either include the complete definition of disclosure controls and procedures as defined in Exchange Act Rule 13a -15(e) or simply
indicate that your disclosure controls and procedures were effective without providing a partial definition.   Simila r concerns apply to your subsequent Forms 10- Q. Evaluation of Dis closure Controls and Procedures, page 91
 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 the  information the Securities Exchange Act of
1934 and all applic able Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are r esponsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written 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 forec lose
the Commission from taking any action with respect to the filing; and

 Richard E. Belluzzo  Quantum Corporation January 13, 2011
Page 3

• 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.

You may contact Jennifer Fugario, Staff Accountant , at (202) 551- 3482 or Christine
Davis, Assistant Chief Accountant, at (202) 551- 3408 if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551- 3406 with any
other questions.

Sincerely,

  Patrick Gilmore
Accounting Branch Chief

Mail Stop 4561         J u n e  2 6 ,  2 0 0 9   Jon Gacek Chief Financial Officer Quantum Corporation 1650 Technology Drive, Suite 800
San Jose, CA 95110
Re: Quantum Corporation
 Form 10-K for the Fiscal Year Ended March 31, 2008  File No. 001-13449

Dear Mr. Gacek:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time on the specific issues raised.

Sincerely,

Patrick Gilmore Accounting Branch Chief

Mail Stop 4561
        J u n e  2 4 ,  2 0 0 9

Jon W. Gacek
Chief Financial Officer
Quantum Corporation
1650 Technology Drive, Suite 800
San Jose, CA 95110

Re: Quantum Corporation
 Form 10-K for the Fiscal Year Ended March 31, 2008
Filed June 13, 2008
 File No. 001-13449

Dear Mr. Gacek:

We have reviewed your response letter dated June 15, 2009 in connection with the
above-referenced filing and have the followi ng 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 deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.  Unless otherwise noted, where prior comments are referred to they
refer to our letter dated May 12, 2009.

Form 10-K for the Fiscal Year Ended March 31, 2008

Item 8.  Financial Statements and Supplementary Data

Note 3:  Summary of Significant Accounting Policies

Service Parts for Maintenance, page 59
1. Your response to prior comment number 2 indicates you have “modeled a decline in value” of service parts based on the slow down of their usage.  However, we note the following:
ƒ Your statements on page 4 of your response appear to contradict your conclusion that your service parts have  a “modeled decline in value.”  In

Jon W. Gacek
Quantum Corporation
June 24, 2009 Page 2
this regard, you indicate that “iden tical service part numbers…have the
same value regardless of their age or pr ior utilization” and “the fair value
of two identical refurbished service pa rts that differ only in how long they
have previously been used is the same regardless of age”;
ƒ A “modeled decline in value” does no t appear consistent with your
assertion on page 2 of your response th at you believe the loss of utility of
your service parts is largel y the result of excess a nd obsolete service parts;
and
ƒ It is unclear how ARB 43 contempl ates a “modeled decline in value.”

Please clarify why a “modeled decline in  value” is consistent with the LCM
model in ARB 43 and the statements you make elsewhere in your response.
2. Please clarify the time lag between distri bution, return and refurbishment of the
service parts as described in your explan ation of service part  transactions in
response to prior comment number 2.  If distribution, return and refurbishment
can occur in different reporting periods, pl ease clarify whether there is any impact
to your consolidated financial statements  for current and prior reporting periods.
3. To the extent the application of ARB 43 does not result in a material difference
from the Company’s historical accounting, we will not object to your proposal of
prospective application beginning with your Form 10-K for the fiscal year ended March 31, 2009; however, please confirm you intend to present such adjustment
as a change in accounting principle.
4. Please provide us with your proposed accounting policy disclosure that incorporates the changes to your accounting for service parts.

* * * * * * *

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, you may wish to provide us with marked  copies of any amendment to expedite our
review.  Please furnish a cover letter th at 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.

Jon W. Gacek
Quantum Corporation
June 24, 2009 Page 3
You may contact Jennifer F ugario, Staff Accountant, at (202) 551-3482, or Mark
Shannon, Staff Accountant, at  (202) 551-3299 if you have an y questions regarding the
above comments.  If you need further assi stance, you may contact me at (202) 551-3406.

       S i n c e r e l y ,

      P a t r i c k  G i l m o r e
Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence Letter

 June 25, 2009

 Via EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Mail Stop 4561

 Washington, D.C.
20549

 Attn:  Patrick Gilmore

Re:

 Quantum Corporation

 Form 10-K for Fiscal
Year Ended March 31, 2008

 Filed June 13, 2008

 File No. 001-13449

 Ladies and Gentlemen:

 Quantum Corporation (the “Company” or “Quantum”) submits this letter in response to the additional comments from the Staff of the Securities and Exchange Commission (the “Staff”) received
by letter dated June 24, 2009 relating to the Company’s Form 10-K for Fiscal Year Ended March 31, 2008, filed June 13, 2008.

 In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response.

 Form 10-K for the Fiscal Year Ended March 31, 2008

 Item 8: Financial Statements and
Supplementary Data

 Note 3: Summary of Significant Accounting Policies

 Service Parts for Maintenance, page 59

1.
Your response to prior comment number 2 indicates you have “modeled a decline in value” of service parts based on the slow down of their usage. However, we note the
following:

•

 Your statements on page 4 of your response appear to contradict your conclusion that your service parts have a “modeled decline in
value.” In this regard, you indicate that “identical service part numbers…have the same value regardless of their age or prior utilization” and “the fair value of two identical refurbished service parts that differ only in
how long they have previously been used is the same regardless of age”;

 Securities and Exchange Commission

 June 25, 2009

 Page 2

•

 A “modeled decline in value” does not appear consistent with your assertion on page 2 of your response that you believe the loss of
utility of your service parts is largely the result of excess and obsolete service parts; and

•

 It is unclear how ARB 43 contemplates a “modeled decline in value.”

 Please clarify why a “modeled decline in value” is consistent with the LCM model in ARB 43 and the statements you make elsewhere in your
response.

 Response:

 When the words
“modeled decline in value” were used in our June 15, 2009 response, we were not referring to a systematic or time-based write down like the amortization method we had used historically. Instead, we were referring to an LCM analysis
which considers the movement of parts and loss of utility that occurs as parts transition through product life cycles. LCM write downs would be based on slow downs in the actual movement of parts during the product life cycles related to end of
service life support or reduction in the number of service contracts rather than on a model based on the passage of time. As contracts expire, the related service parts have loss of usage which we equate to loss of utility. As this occurs we would
write down the value of the service part since there would be no alternative use in another product line or for another purpose. Service parts with a net realizable value of zero are then disposed of.

2.
Please clarify the time lag between distribution, return and refurbishment of the service parts as described in your explanation of service part transactions in response to
prior comment number 2. If distribution, return and refurbishment can occur in different reporting periods, please clarify whether there is any impact to your consolidated financial statements for current and prior reporting periods.

 Response:

 Upon receipt of
a service call and evaluation of the situation we ship out required service parts from the nearest strategic stocking location to the customer site or local field technician that is handling the repair. The service part is then exchanged onsite and
returned to us for refurbishment. This process results in an immediate physical exchange of the service part. This is further supported by our data that during our fiscal year ended March 31, 2009 we shipped out $142.8 million in service parts
and received back $142.5 million and during our fiscal year ended March 31, 2008 we shipped out $143.8 million in service parts and received back $144.0 million.

 Securities and Exchange Commission

 June 25, 2009

 Page 3

 As stated in our response
letter dated June 15, 2009, required refurbishment of service parts is typically quick and simple. The majority of repairs can be completed in less than one or two hours in our internal repair center. In addition, over the past eighteen weeks
we have been tracking repair activity at a third-party site that repairs our service parts. The data from this repair site reflects receipt of 2,000 service parts and refurbishment and shipment of approximately the same number of service parts over
that same period. At the same site, average applied hours per repair is slightly over one hour.

 The refurbished service parts are needed at strategic
stocking locations around the world where we have contracts that provide for support including four-hour response time up to seven days per week and 24 hours per day. Therefore, we cycle through our distribution, return and refurbishment process
rapidly to reduce requirements to purchase additional service parts. This is supported by the purchase of only $18 million in service parts during the past two fiscal years, most of which relate to new product introductions. In addition, in certain
product lines, approximately 50% of parts returned are evaluated and have no trouble found (NTF) thereby requiring no refurbishment.

 We believe there is
little, if any, impact to our consolidated financial statements for current or prior reporting periods due to any time lag between distribution, return and refurbishment of our service parts.

3.
To the extent the application of ARB 43 does not result in a material difference from the Company’s historical accounting, we will not object to your proposal of
prospective application beginning with your Form 10-K for the fiscal year ended March 31, 2009; however, please confirm you intend to present such adjustment as a change in accounting principle.

 Response:

 We confirm that we will present the adjustment
resulting from the application of ARB 43 to our service parts inventories as a change in accounting principle for our fiscal year ended March 31, 2009. As indicated in the SAB 99 analysis in our response dated June 15, 2009, we believe the
impact of applying ARB 43 to previously reported periods is not material. Further, we believe the impact of adopting the change during our year ended March 31, 2009 is not material. The $2.2 million cumulative effect adjustment that would be
recorded in fiscal 2009 represents 0.6% of both our pre-tax and net losses for that year. Our proposed disclosure relating to this change is provided below:

 In the fourth quarter of fiscal 2009, we changed our method of accounting for service parts for maintenance. The previous accounting method was to classify service parts as long-lived assets and to amortize the parts
over their estimated useful life of eight years. Our new method of accounting is to classify service parts as inventory and to account for the parts at lower of cost or market.

 Securities and Exchange Commission

 June 25, 2009

 Page 4

 We treated
the change in method of accounting for service parts as a change in accounting principle in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 154, Accounting Changes and Error Corrections (“SFAS
No. 154”). SFAS No. 154 requires that such accounting changes be made on a retrospective basis by adjusting the Consolidated Financial Statements to apply the inventory method retrospectively to all prior periods presented.

 As a result of applying the accounting change retrospectively, net service parts of $77.2 million as of March 31, 2008 is now included
as a separate caption called service parts inventories in current assets in the accompanying Consolidated Balance Sheets. Prior to the accounting change, this amount was reported as service parts for maintenance under long-term assets. In addition,
expenses related to service parts of $16.1 million and $10.8 million for the years ended March 31, 2008 and 2007, respectively, have been reclassified in the Consolidated Statements of Cash Flows from amortization to a separate caption within
the cash flows from operating activities section called service parts lower of cost or market adjustment. The impact of the accounting change on previously reported loss before income taxes, net loss and net loss per share of each prior period was
not material. Accordingly, the cumulative effect of the change in accounting principle of $2.2 million was recorded as an increase in service cost of revenue in the Consolidated Statements of Operations for the year ended March 31, 2009. This
cumulative effect adjustment resulted in a $2.2 million increase in loss before income taxes and net loss and a $0.01 increase in net loss per share for fiscal 2009. This $2.2 million represents 0.6% of our fiscal 2009 loss before income taxes and
net loss. Since the cumulative effect of the accounting change was recorded during the year ended March 31, 2009, retained earnings as of April 1, 2007 was not impacted.

4.
Please provide us with your proposed accounting policy disclosure that incorporates the changes to your accounting for service parts.

 Response:

 Our proposed policy disclosure for our service parts
inventory is provided below:

 Our service parts inventories are stated at the lower of cost or market in accordance with Accounting Research
Bulletin No. 43, Chapter 4. We carry service parts because we

 Securities and Exchange Commission

 June 25, 2009

 Page 5

 generally
provide product warranty for 3 to 36 months and earn revenue by providing enhanced and extended warranty and repair service during and beyond this warranty period. Service parts inventories consist of both component parts, which are primarily used
to repair defective units, and finished units, which are provided for customer use permanently or on a temporary basis while the defective unit is being repaired. Defective parts returned from customers that can be repaired are repaired and put back
into service parts inventories at their fair value. We record adjustments to reduce the carrying value of inventory to its net realizable value, and we dispose of parts with a net realizable value of zero. Factors influencing these adjustments
include product life cycles, end of service life plans and volume of enhanced or extended warranty service contracts. Estimates of net realizable value involve significant estimates and judgments about the future, and revisions would be required if
these factors differ from our estimates.

 * * * * * * *

 We hope that you will find the foregoing responsive to the Staff’s comments. If you have any further questions or comments, please direct these to me at (425) 201-1481. In addition, we would request that you
provide a facsimile of any additional comments that you may have to my attention at (425) 201-1577. Thank you for your assistance.

Sincerely,

 /s/    Jon W. Gacek

Jon W. Gacek

 Executive Vice President,

 Chief Financial Officer and

 Chief Operating Officer

Quantum Corporation

CORRESP
1
filename1.htm

Correspondence

 June 15, 2009

 Via EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Mail Stop 4561

 Washington, D.C.
20549

Attn:

Craig Wilson

Re:

 Quantum Corporation

 Form 10-K for Fiscal Year
Ended March 31, 2008

 Filed June 13, 2008

 File No.
001-13449

 Ladies and Gentlemen:

 Quantum Corporation (the “Company” or “Quantum”) submits this letter in response to the additional comments from the Staff of the Securities and Exchange Commission (the “Staff”) received
by letter dated May 12, 2009 relating to the Company’s Form 10-K for the Fiscal Year Ended March 31, 2008, filed June 13, 2008.

 In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response.

 Form 10-K for Fiscal Year Ended March 31, 2008

 Item 8. Financial Statements and
Supplementary Data

 Note 3: Summary of Significant Accounting Polices

 Service Parts for Maintenance, page 59

1.
Your response to prior comment number 7 indicates that a typical product has a three to five year life span after which you are committed to providing service for an
additional five years, Please clarify for us the period over which you provide your general product warranty as compared to your separate extended warranty contracts. In this regard, we note your disclosure on page 59, which indicates you generally
provide a product warranty of 3 to 36 months.

 Securities and Exchange Commission

 June 15, 2009

  Page
 2

 Response:

 Our general product warranty ranges between 3 to 36 months as disclosed in our financial statements. Uplifted warranty contracts that provide customers with enhanced service response times may be purchased during the warranty period, and
extended warranty contracts are available upon completion of the warranty period up to five years after we communicate end of life of a product.

2.
We believe the model described in Q&A number 12 of TIS Section 2140 is the appropriate model to account for your service parts for maintenance. Please provide an analysis
that shows the impact to the statements of operations of recording the cost of parts in the periods in which they are actually used as opposed to amortizing the cost of these parts over the expected period in which they are used. Additionally, it
appears that the use of the inventory model may require you to re-evaluate your conclusion with respect to balance sheet classification. Please also provide us with an analysis of the impact of these changes on your previously-issued balance sheets,
including working capital. If you intend to classify a portion of these parts as long term within your balance sheet, explain the basis for that conclusion and provide us with an analysis that supports the amount.

Response:

 Based on our recent discussions with the Staff,
we understand that the inventory method described in Q&A number 12 of TIS Section 2140 (“Section 2140”) is the preferable accounting model compared to the amortization method we have used historically. In order to address how we
plan to reflect the inventory method in our financial statements and the impact of adopting that method, we have categorized our response into three sections: (1) lower of cost or market, (2) service part transactions, and
(3) materiality analysis.

 Lower of Cost or Market

 When accounting for service parts under the inventory method described in Section 2140, the loss of utility that occurs over the life of the parts must be considered. ARB No. 43, Chapter 4, paragraph 8 requires that inventories be
recorded at the lower of cost or market (“LCM”) and a loss of utility be reflected as a charge against the revenues of the period in which it occurs and should be recognized whenever the utility of goods is impaired. We believe that in our
case the loss of utility of our service parts is largely the result of excess and obsolete service parts which are a function of our products’ life cycles.

 Securities and Exchange Commission

 June 15, 2009

  Page
 3

 At the time of acquisition of a service part its utility is 100% of its purchase price. At the end of a service
part’s life, there is zero value remaining (100% loss of utility). We believe that under the inventory method, this loss of utility is reflected through the use of an LCM model that is similar to what we currently utilize for our manufacturing
inventory. Estimates and assumptions are inherent in this model, and the following discussion outlines these assumptions.

 As service parts progress
through their support life, utilization generally decreases as uplifted and extended warranty periods expire, service contracts begin declining and usage of service parts for out-of-warranty repairs become less frequent. This service part cycle
occurs within all of our product lines. Therefore, in applying the inventory method, we have modeled a decline in value of service parts based on slow down of usage of parts in all our service locations. As the parts transition through product life
cycles and begin having less movement, we would write down their carrying value based on the slow down in usage. In addition, we would specifically review certain service part locations that have higher likelihood of loss of value due to the nature
of the service parts in these locations, for example, locations where parts with low expected future demand are held. In these cases we would apply LCM on a specific identification basis. Applying this model to our service parts as of the dates
below results in the following net service parts for maintenance balance compared to what was previously reported (in thousands except for percentages):

Amortization
Model
(As Reported)

LCM Model

Difference

% Difference

 3/31/2007

$
82,361

$
84,144

$
(1,783
)

-2.2
%

 3/31/2008

77,211

77,581

(370
)

-0.5
%

 LCM for service parts is a function of our products’ life cycles, and we do not believe that the usage of
these parts in our service operations results in further reductions to their carrying value. This point is addressed in the section below.

 Service Part
Transactions

 We record additions to service parts for maintenance as an asset and perform regular physical and cycle counts of service parts to verify
quantities on hand. We maintain records of the physical movement of parts when a service part is “put into service” at a customer site and when the faulty part is returned to us by our customer. This faulty part is inspected by our Quality
department and after this inspection a part is classified as either: (1) no trouble found (“NTF”), (2) repairable or (3) non-repairable. The part we receive back from the customer site is the same type of part we sent out,
and the time lag between the distribution to the customer and the return of the service part is short.

 Securities and Exchange Commission

 June 15, 2009

  Page
 4

 If the faulty part returned is determined to fall into the NTF category, which represents about half of all returns,
then the part is returned to the service parts pool. If the faulty part returned is repairable, the part is refurbished and returned to the service parts pool. Typically, required repairs are quick and simple to perform. If the faulty part returned
is determined to be non-repairable, the part is scrapped.

 Under the inventory method described in Section 2140, the usage of parts would result in an
expense being recorded when the service parts are provided to a customer; however, a corresponding entry would also be recorded to reflect our receipt of the faulty part from the customer at the fair value of the part when repaired and returned to
the service parts pool. We believe the fair value of non-repairable parts returned by customers is $0. We believe that the fair value of both NTF and refurbished parts approximates the carrying value of the replacement parts that we ship to the
customer, regardless of the age or prior usage of that part. The key reasons for this are summarized below.

•

 The expected future period for which we will be able to use an NTF or refurbished part is the same as the expected period during which the customer will receive the
benefit of the replacement part shipped to them. The determination of this expected future use period is based on a number of factors, including but not limited to the product life cycle, number of outstanding service contract commitments and end of
service life commitment for that product line rather than on the age of an individual service part that meets our quality specifications. In other words, a part with less usage has the same value as a part with more usage because both can be and are
used interchangeably for repair over the remaining service life commitment for a particular product.

•

 Our Quality and Engineering departments demonstrate during product qualification testing that our products have operating life spans that are at least twice as long
as what our heaviest usage customers would require. The majority of our customers use our products less than these heavy users. Our service parts typically have fewer hours of use than products that are in continuous use in a customers’ IT
environment. Therefore, actual usage hours of a service part are significantly lower than its operating life span. Accordingly, we believe that identical service part numbers that meet our quality specifications have the same value regardless of
their age or prior utilization because all parts have a large portion of operating life remaining.

•

 There is not an active market for our used service parts. While we have had a limited number of sales of service parts historically, it has been our experience that
a service part that has been in service for X years has sold for the same price as the same part with Y years of service. In other words, the fair value of two identical refurbished service parts that differ only in how long they have previously
been used is the same regardless of age.

 Securities and Exchange Commission

 June 15, 2009

  Page
 5

•

 We continually use and refurbish the service parts over the entire product life cycle. The individual service parts used to fulfill customer service requests are
predominately refurbished parts. During any period, the cost of service parts that we ship to customers to fulfill our service obligations significantly exceeds the cost of service parts that we purchase. For example, we shipped out and received
back approximately $287 million in service parts over the past two fiscal years but purchased only $18 million in service parts during the same period. Purchases for our service parts pool typically relate to new product introductions and new
service geographies where we need to stock service locations to support new revenue shipments.

 Because we believe that the fair value of
both NTF and refurbished parts approximates the carrying value of the replacement part shipped to the customer, in our application of the inventory method, we would record NTF and refurbished parts at the same carrying value as the replacement part
shipped.

 Materiality Analysis

 This section summarizes
the impact to our previously issued financial statements of applying the inventory method rather than the amortization method and classifying service parts as current assets rather than long-term assets on the balance sheet. We changed to the
amortization method of accounting for service parts during the second quarter of fiscal 2007 in order to reflect the changed nature of our service operations after acquiring Advanced Digital Information Corporation (“ADIC”).

 Securities and Exchange Commission

 June 15, 2009

  Page
 6

 Statement of Operations

 The following tables show the impact to the previously reported consolidated statements of operations had the inventory method been used to account for service parts during fiscal years 2007 and 2008 (in thousands except for percentages and
per share amounts):

Year ended 3/31/07

As Reported

Service Parts
Adjustment

As Revised

% Change

 Total cost of revenue

$
722,789

$
(1,783
)

$
721,006

-0.2
%

 Gross margin

293,385

1,783

295,168

0.6
%

 Gross margin %

28.9
%

29.0
%

0.6
%

 Loss before income taxes

(59,156
)

1,783

(57,373
)

-3.0
%

 Net loss

(64,094
)

1,783

(62,311
)

-2.8
%

 Net loss per share

(0.33
)

(0.32
)

-2.8
%

Year ended 3/31/08

As Reported

Service Parts
Adjustment

As Revised

% Change

 Total cost of revenue

$
656,598

$
1,413

$
658,011

0.2
%

 Gross margin

319,104

(1,413
)

317,691

-0.4
%

 Gross margin %

32.7
%

32.6
%

-0.4
%

 Loss before income taxes

(60,716
)

(1,413
)

(62,129
)

2.3
%

 Net loss

(60,234
)

(1,413
)

(61,647
)

2.3
%

 Net loss per share

(0.30
)

(0.30
)

2.3
%

 We believe the impact above is not quantitatively significant to the statement of operations.

 In addition to the quantitative analysis above, we also assessed qualitative aspects to determine whether the difference between the inventory and amortization method
would be material to the Company’s previously reported financial statements. We considered the following qualitative factors in our assessment of materiality:

•

 Whether the difference arises from an item capable of precise measurement or whether it arises from an estimate and, if so, the degree of imprecision in the
estimate.

•

 Whether the difference masks a change in earnings or other trends.

•

 Whether the difference hides a failure to meet analysts’ consensus expectations for the Company.

•

 Whether the difference changes a loss into income or vice versa.

 Securities and Exchange Commission

 June 15, 2009

  Page
 7

 We also assessed whether or not the difference between the inventory and amortization method would have an impact on
the following items:

•

 Our compliance with regulatory requirements;

•

 Our compliance with loan covenants or other contractual requirements;

•

 Management’s compensation; and

•

 Concealment of an unlawful action.

 We concluded
that the difference between the inventory and amortization method does not distort earnings trends, cause us to not meet analyst expectations that we had previously met with our reported numbers or change a loss into income or vice versa. The use of
the amortization method did not impact our compliance with regulatory requirements, compliance with loan covenants, management compensation or conceal an unlawful action. No management bonuses were paid during either fiscal 2007 or 2008.

As a result of our analysis of both quantitative and qualitative factors, we concluded that the difference between the inventory and amortization method on each
period of previously reported statement of operations amounts is not material and would not be probable of changing or influencing the judgment of a reasonable person relying on the reported information. Therefore, we respectfully ask that the Staff
allow us to adopt this change in accounting principle to the inventory method on a prospective basis rather than retrospectively changing our previously reported statements of operations.

 Securities and Exchange Commission

 June 15, 2009

  Page
 8

 Balance Sheet

 The following tables show the impact to previously reported consolidated balance sheets and related measures as of March 31, 2007 and 2008 if we had classified service parts for maintenance as current assets rather than long-term
assets (in thousands except for current ratio and percentages):

As of 3/31/07

As Reported

Service Parts
Adjustment

As Revised

% Change

 Current assets

$
386,461

$
82,361

$
468,822

21
%

 Long-term assets

739,368

(82,361
)

657,007

-11
%

 Current liabilities

329,450

329,450

0
%

 Working capital

57,011

82,361

139,372

144
%

 Current ratio

1.17

1.42

21
%

As of 3/31/08

As Reported

Service Parts
Adjustment

As Revised

% Change

 Current assets

$
395,297

$
77,211

$
472,508

20
%

 Long-term assets

670,4

CORRESP
1
filename1.htm

Correspondence

 Via EDGAR

 June 8, 2009

Attn:
Ms. Jennifer Fugario

 Mr. Mark Shannon

Re:
Quantum Corporation Form 10-K for the Fiscal Year Ended March 31, 2008

Filed June 13, 2008

File No. 001-13449

 Dear Ms. Fugario and
Mr. Shannon:

 Reference is made to the comment letter, dated May 12, 2009, received from the Securities and Exchange Commission
(the “Commission”) by Quantum Corporation (the “Company”) regarding the Commission’s review of the above-referenced filing. Your letter requested a response from the Company within ten business days of the date
of the letter (i.e., by May 27, 2009), which was originally extended to May 27, 2009. The Company respectfully requests that it be granted an extension until Monday, June 22, 2009 to provide a response to the comment letter.

 Please contact me at 408-944-4460 if you wish to discuss our request for an extension.

 Sincerely,

 /s/ Shawn D. Hall

 Shawn D. Hall

 Vice President,

 General Counsel

 Quantum Corporation

CORRESP
1
filename1.htm

SEC Letter

 Via EDGAR

 May 26, 2009

Attn:
Mr. Craig Wilson

Mr. Mark Shannon

Re:
Quantum Corporation Form 10-K for the Fiscal Year Ended March 31, 2008

 Filed June 13, 2008

 File No. 001-13449

 Dear Messrs. Wilson and Shannon:

 Reference is made to the comment letter, dated May 12, 2009, received from the Securities and Exchange Commission (the “Commission”)
by Quantum Corporation (the “Company”) regarding the Commission’s review of the above-referenced filing. Your letter requested a response from the Company within ten business days of the date of the letter (i.e., by
May 27, 2009). The Company respectfully requests that it be granted an extension until Monday, June 1, 2009 to provide a response to the comment letter.

 Please contact me at 408-944-4460 if you wish to discuss our request for an extension.

 Sincerely,

 /s/ Shawn D. Hall

 Shawn D. Hall

 Vice President,

 General Counsel

 Quantum Corporation

Mail Stop 4561
       May 12, 2009

Jon W. Gacek
Chief Financial Officer
Quantum Corporation
1650 Technology Drive, Suite 800
San Jose, CA 95110

Re: Quantum Corporation
 Form 10-K for Fiscal Year Ended March 31, 2008
Filed June 13, 2008
 File No. 001-13449

Dear Mr. Gacek:

We have reviewed your response letter  dated April 14, 2009 in connection with
the above-referenced filing and have the followi ng 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 deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.  Unless otherwise noted, where prior comments are referred to they
refer to our letter dated March 31, 2009.

Form 10-K for Fiscal Year Ended March 31, 2008

Part II

Item 8.  Financial Statements and Supplementary Data

Note 3:  Summary of Significant Accounting Policies

Service Parts for Maintenance, page 59
1. Your response to prior comment number 7 indicates that a typical product has a
three to five year life span after wh ich you are committed to providing service for
an additional five years.  Please clarif y for us the period over which you provide
your general product warranty as compar ed to your separate extended warranty

Jon W. Gacek
Quantum Corporation
May 12, 2009 Page 2
contracts.  In this regard, we note your disclosure on page 59, which indicates you
generally provide a product wa rranty of 3 to 36 months.
2. We believe the model described in Q&A number 12 of TIS Section 2140 is the appropriate model to account for your serv ice parts for maintenance.  Please
provide an analysis that shows the impact  to the statements of operations of
recording the cost of parts in the peri ods in which they are actually used as
opposed to amortizing the cost of these parts over the expected period in which
they are used.  Additionally, it appears that the use of the inventory model may require you to re-evaluate your conclu sion with respect to balance sheet
classification.  Please also provide us with  an analysis of th e impact of these
changes on your previously-issued balance sh eets, including working capital.  If
you intend to classify a portion of these parts as long term within your balance
sheet, explain the basis for that conclusion and provide us with an analysis that
supports the amount.

Part III

Item 11.  Executive Compensation (incorporat ed by reference from Def 14A filed on
June 27, 2008)

Compensation Discussion and Analysis, page 19
3. We note your response to prior comment number 8.  When a named executive
officer’s individual performance has had a material effect on the compensation
paid to that officer, the company should disclose in its compensation discussion
and analysis how it evaluated the officer’s individua l performance, including
identifying any annual performance objectiv es assigned to that individual as well
as actual performance against those obj ectives.  Please c onfirm that you will
provide this disclosure in future filings.

Equity Compensation, page 23
4. We note your response to prior comment number 9.  The company’s explanation
as to how it determined the size of th e equity grants awarded to its named
executive officers is still too general.  Your  response indicates that the size of the
equity grants made in 2008 was based in part on equity grant guidelines
established by the company.  However, you do not disclose these guidelines.  You
indicate that your CEO recommended the si ze and form of the equity grants made
to your named executive officers based on several factors.  However, you do not
explain how your CEO weighed and applied these factors in each  individual case
to reach his recommendation.  Finally, it is unclear from your response whether the Leadership and Compensati on Committee adopted the CEO’s
recommendations or modified them base d on its own evaluation of the factors

Jon W. Gacek
Quantum Corporation
May 12, 2009 Page 3
identified or additional factors.  Please  confirm that in future filings you will
provide a more substantive analysis as to how you determined the equity grants made to each of your named executive officers.

* * * * * * *

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, you may wish to provide us with marked  copies of any amendment to expedite our
review.  Please furnish a cover letter th at 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 Jennifer F ugario, Staff Accountant, at (202) 551-3482, or Mark
Shannon, Staff Accountant, at  (202) 551-3299 if you have any questions regarding
comments on the financial statements and re lated matters.  Please address questions
regarding all other comments to Matthew Cr ispino, Staff Attorne y, at (202) 551-3456 or
Barbara C. Jacobs, Assistant Director, at ( 202) 551-3730.  If you need further assistance,
you may contact me at (202) 551-3226.

      S i n c e r e l y ,

     C r a i g  W i l s o n
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence

 April 14, 2009

 Via EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Craig Wilson

Re:
Quantum Corporation

Form 10-K for Fiscal Year Ended March 31, 2008

Filed June 13, 2008

Form 10-Q for Fiscal Quarter Ended December 31, 2008

Filed February 9, 2009

File No. 001-13449

 Ladies and Gentlemen:

 Quantum Corporation (the “Company” or “Quantum”) submits this letter in response to comments from the Staff of the Securities and
Exchange Commission (the “Staff”) received by letter dated March 31, 2009 relating to the Company’s Form 10-K for Fiscal Year Ended March 31, 2008, filed June 13, 2008, and Form 10-Q for Fiscal Quarter Ended
December 31, 2008, filed February 9, 2009.

 In this letter, we have recited the comments from the Staff in italicized, bold type
and have followed each comment with the Company’s response.

 Form 10-K for Fiscal Year Ended March 31, 2008

 Cover Page

1.
The cover page to your Form 10-K indicates that you currently have registered pursuant to Section 12(b) of the Exchange Act a class of common stock titled
“Quantum Corporation—DLT & Storage Systems Group Common Stock.” We note that this class of stock appears to be a vestige of your former tracking stock structure and no longer appears to be authorized by your amended and
restated certificate of incorporation, which provides only for “Common Stock” and “Preferred Stock.” Please advise.

 Securities and Exchange Commission

 April 14, 2009

  Page
 2

 Response:

 We confirm that the reference on the cover page to securities registered pursuant to Section 12(b) of the Exchange Act should simply state
“Common Stock.” We will revise this reference in future filings.

 Part I

Item 1.
Business

 Customers, page 7

2.
We note that Dell represented 16% of your revenue in fiscal 2008. We also note the risk factor disclosure on page 12 that a significant decline in revenue from Dell could
materially and adversely affect you. Please tell us if you have considered including in your Form 10-K a description of your contractual arrangements with Dell, or in the absence of an ongoing contractual relationship, a clarification of that status
and a descriptive summary of the manner in which the parties conduct business. To the extent the parties have entered into written agreements, please analyze the basis of your determination that the agreement need not be filed. As applicable,
discuss the basis of your conclusions regarding the lack of substantial dependency upon any such agreement. See Item 601(b)(10)(ii)(B) of Regulation S-K. Also, please tell us if you are substantially dependent for purposes of
Item 601(b)(10)(ii)(B) on your agreements with those contract manufacturers who are your only source for certain tape drives and tape automation products, as disclosed on page 17.

 Response:

 The agreement with Dell is a standard “no
commitment” distribution agreement containing basic provisions such as pricing, warranty and support. The agreement does not require Dell to buy any of the Company’s products. Therefore, we do not believe that describing the specific terms
of this contract would provide meaningful disclosure to investors.

 In addition, we do not believe that the Dell agreement should be filed as an exhibit to
our periodic reports since it is an ordinary course agreement upon which our business is not substantially dependent. As noted above, the agreement does not require Dell to buy any of the Company’s products; rather, the agreement sets forth
only the terms to which a sale will be subject if and when Dell places an order with us for specified products.

 Securities and Exchange Commission

 April 14, 2009

  Page
 3

 For purposes of
Item 601(b)(10)(ii)(B) of Regulation S-K, we are not substantially dependent on our agreements with contract manufacturers that are our only source for certain tape drives and tape automation products. In order to improve our cost structure, we
have tried to consolidate our manufacturing as much as possible; however, we continue to use numerous contract manufacturers. There is nothing proprietary in the manufacturing process relating to these products that could not be transferred to
another contract manufacturer, and many items are interchangeable. In the past we have successfully transitioned tape automation products from one supplier to another existing supplier of different products. In addition, a significant dollar volume
of our products is manufactured in our own manufacturing facility located at Colorado Springs, Colorado. This facility is staffed with employees who have product knowledge and experience, and if needed, we could transfer manufacture of tape drive
and automation products here.

 Backlog, page 9

3.
We note your disclosure that you do not believe that your backlog levels are a meaningful indicator of your future revenues or are material to an understanding of your
business. Notwithstanding your opinion regarding the utility of backlog information to investors, you may be required to disclose information concerning backlog levels. Please tell us the dollar amount of your backlog, if any, as of a date close to
the time you filed your report and as of a comparable date in the preceding fiscal year.

 Response:

 Our sales come from purchase orders, and we do not have long-term sales commitments. The nature of our business is that we ship most of the backlog that we accumulate
during any particular fiscal quarter in the same quarter in which the backlog is first reported. Therefore, our backlog generally grows during each fiscal quarter and shrinks during the latter part of the quarter to reach its lowest levels at the
end of that same quarter, by which time significant shipments have occurred. As a result, our backlog as of the end of any fiscal quarter is not material.

 Our backlog as of June 15, 2008, the date closest to which we filed our most recent Form 10-K, was approximately $9.8 million. We were in the process of converting to a new ERP system in May 2007, so backlog information as of a
comparable date in the preceding fiscal year is not meaningful. Our backlog as of February 8, 2009, the date closest to which we filed our most recent 10-Q, was approximately $4.5 million and was approximately $2.3 million as of March 31,
2009. We will disclose backlog in our future filings at such time as it becomes material.

 Part II

 Securities and Exchange Commission

 April 14, 2009

  Page
 4

Item 5.
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, page 24

4.
We note your disclosure in this section that the information required regarding equity compensation plans is incorporated by reference from your definitive proxy statement.
However, your definitive proxy statement filed on June 27, 2008 does not appear to contain the Equity Compensation Plan Information table. See Item 201(d) of Regulation S-K. Please advise.

 Response:

 We confirm that the Equity Compensation Plan
Information table was not included in the definitive proxy statement. We will ensure in future filings that the table is included in either the Form 10-K or the related definitive proxy statement in accordance with the applicable rules.

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Results of Operations for Fiscal 2008, 2007 and 2006, page 28

5.
We note your disclosure on page 14 that increased competition in the tape drive and tape automation markets has resulted in lower prices and lower margins earned on tape
drives and media and your disclosure on page 15 that competition among tape media suppliers has periodically resulted in intense, price-based competition for media sales. Please tell us if these pricing pressures have had a material impact on your
results of operations in any of your three most recent fiscal years. It appears you should provide quantitative information about any material changes in prices that affect your operations or results materially. Additionally, to the extent changes
in prices had a significant impact on your revenues from one period to the next, quantitative information regarding such an impact should be provided. See Item 303(a)(3)(iv) of Regulation S-K.

 Response:

 Pricing pressures have not had a material impact on
our results of operations in the three most recent fiscal years, as it relates to our tape drives, media and tape automation systems.

 Our revenue from
tape drives and media decreased in fiscal 2007 and fiscal 2008 from fiscal 2006, primarily due to our changed focus to sell our newer, higher margin products and due to our older tape drive products nearing end of life. Although competition among
media suppliers has periodically resulted in price-based competition for media sales, during fiscal 2007 and fiscal 2008 we have generally chosen not to compete for such sales. To date, foregoing such revenues

 Securities and Exchange Commission

 April 14, 2009

  Page
 5

has not materially impacted our results of operations, as evidenced by our relatively consistent media revenues in fiscal 2006, fiscal 2007 and fiscal 2008,
with modestly higher material margins for these media revenues by fiscal 2008.

 Our tape automation systems revenues have increased significantly in fiscal
2007 and fiscal 2008 compared to fiscal 2006 without a significant change in estimated average unit prices. We estimate average unit prices using product line installed base data. In addition, we have had significant increases in material margins
for tape automation systems in both fiscal 2007 and fiscal 2008.

 We will revise the risk factors and management’s discussion and analysis in our
future filings in order to clarify the impact of pricing pressures on our business.

 Liquidity and Capital Resources

 Long-Term Debt, page 40

6.
We note your disclosure regarding the covenants on your revolving credit facility and term loan. Please explain to us what consideration you gave to disclosing the details of
these covenants. See Item 303(a)(1) of Regulation S-K and Section IV.C of SEC Release 33-8350.

 Response:

 We considered Item 303(a)(1) of Regulation S-K and the guidance set forth in Section IV.C of SEC Release 33-8350 when developing our MD&A
disclosures related to liquidity and capital resources, including our revolving credit facility and term loan and the related covenants.

 SEC Release
33-8350 lists two scenarios in which companies should consider whether discussion and analysis of material covenants related to their outstanding debt may be required. First, if a company is, or reasonably likely to be, in breach of a covenant, it
must disclose material information about the breach and analyze the impact on the company if material. Second, if covenants limit, or are reasonably likely to limit, a company’s ability to undertake financing to a material extent, the company
is required to discuss the covenants in question and the consequences of the limitation to the company’s financial condition and operating performance.

 With regard to the first scenario, at March 31, 2008 and through the date of our Form 10-K filing on June 13, 2008, we were not in violation of any of the financial or non-financial covenants of our revolving credit facility and
term loan, and we did not consider a violation to be reasonably likely.

 Securities and Exchange Commission

 April 14, 2009

  Page
 6

 With regard to the second
scenario, our revolving credit facility and term loan include a covenant that restricts our ability to undertake certain debt and equity financings. However, as of March 31, 2008 and through the date of our Form 10-K filing on June 13,
2008, we believed that our projected cash flows from operations and existing cash and credit facilities as of March 31, 2008 were adequate to support our operations and that undertaking a material financing was not necessary. As a result, we
did not include specific disclosure related to this covenant. We did include in our Form 10-K filing on June 13, 2008 (in the Long-Term Debt section on page 40) a description of the provision in our revolving credit facility and term loan that
the facilities were subject to accelerated maturity on February 1, 2010 if we did not refinance our existing $160 million convertible subordinated debt prior to that date, though we also believed at that time that we would be able to refinance
this convertible subordinated debt prior to February 1, 2010.

 In addition, because we believed that our projected cash flows from operations and
existing cash and credit facilities as of March 31, 2008 were adequate to support our operations and that undertaking a material financing was not necessary, we also believed that we had complied with Item 303(a)(1) of Regulation
S-K’s requirement that we “indentify any known trends or any known demands, commitments, events or uncertainties that will result in or are reasonably likely to result in [our] liquidity increasing or decreasing in any material way.”

 However, in light of the protracted global credit crisis and worldwide recession that began in the second half of 2008, we reassessed the nature of the
covenants in our revolving credit facility and term loan and our ability to continue to comply with these covenants, particularly the covenant requiring us to refinance our convertible subordinated debt prior to February 1, 2010. By the end of
our third fiscal quarter on December 31, 2008, we concluded that further disclosure was required in our periodic filings regarding the covenants in our revolving credit facility and term loan, the risk that we may default on these covenants and
the impact of these defaults on our liquidity. Therefore, in our Form 10-Q for the third quarter ended December 31, 2008, we included the following additional disclosure in the MD&A of the Form 10-Q (under Capital Resources and Financial
Condition on page 32):

 “Under the terms of our senior secured credit agreement (“current credit agreement”), in order to avoid an
acceleration of the maturity date of our outstanding obligations, we must refinance at least $135.0 million of our convertible subordinated notes by February 2010. While we are currently exploring various options to refinance these notes, there
has been nothing finalized at this time. In addition, on January 30, 2009, our credit rating was downgraded by Moody’s due to their concerns about our ability to retain sufficient liquidity in light of the potential accelerated
maturity of our long-term debt in February 2010. Due to the continuing adverse developments in the global financial markets and crisis in the credit markets, there can be no assurance that we will be successful in refinancing the convertible
subordinated notes by February 2010 on terms acceptable to us and the lender, or at all. If we are not successful in completing such refinancing and are unable to obtain an amendment or waiver from the lender, all outstanding principal and

 Securities and Exchange Commission

 April 14, 2009

  Page
 7

accrued interest under the current credit agreement will immediately become due and payable. We do not currently have sufficient cash and cash
equivalents to repay our outstanding debt under the current credit agreement. For additional discussion of the risks associated with this refinancing covenant, see the various risk factors addressing our long-term debt, our convertible subordinated
notes and related matters in the “Risk Factors” section below.”

 In addition, we added the following risk factor regarding our refinancing
covenant to the Form 10-Q and cross referenced it in the MD&A passage above:

 “In the event that we are unable to refinance at least $135
million of our outstanding convertible subordinated notes by February 2010, we will need to repay all our obligations under our senior secured credit agreement, whic

Mail Stop 4561
       March 31, 2009

Richard E. Belluzzo
Chief Executive Officer
Quantum Corporation
1650 Technology Drive, Suite 800
San Jose, CA 95110

Re: Quantum Corporation
 Form 10-K for Fiscal Year Ended March 31, 2008
Filed June 13, 2008
Form 10-Q for Fiscal Quart er Ended Decemb er 31, 2008
Filed February 9, 2009
 File No. 001-13449

Dear Mr. Belluzzo:

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 Fiscal Year Ended March 31, 2008

Cover Page
1. The cover page to your Form 10-K indicat es that you currently have registered
pursuant to Section 12(b) of the Exchange Act a class of common stock titled
“Quantum Corporation—DLT & Storag e Systems Group Common Stock.”  We
note that this class of stock appears to be a vestige of your former tracking stock
structure and no longer appears to be authorized by your amended and restated

Richard E. Belluzzo
Quantum Corporation
March 31, 2009 Page 2
certificate of incorporation, which pr ovides only for “Common Stock” and
“Preferred Stock.”  Please advise.

Part I

Item 1.  Business

Customers, page 7
2. We note that Dell represented 16% of your revenue in fiscal 2008.  We also note
the risk factor disclosure on page 12 th at a significant decline in revenue from
Dell could materially and adversely a ffect you.  Please tell us if you have
considered including in your Form 10-K  a description of your contractual
arrangements with Dell, or in the abse nce of an ongoing contractual relationship,
a clarification of that status and a desc riptive summary of the manner in which the
parties conduct business.  To the extent the parties have entered into written
agreements, please analyze the basis of your determin ation that the agreement
need not be filed.  As applicable, discu ss the basis of your conclusions regarding
the lack of substantial dependency up on any such agreement.  See Item
601(b)(10)(ii)(B) of Regulation S-K.  Also, please tell us if y ou are substantially
dependent for purposes of Item 601(b)(10) (ii)(B) on your agreements with those
contract manufacturers who are your only sour ce for certain tape drives and tape
automation products, as disclosed on page 17.

Backlog, page 9
3. We note your disclosure that you do not be lieve that your backlog levels are a
meaningful indicator of your future reve nues or are material to an understanding
of your business.  Notwithstanding your opinion regarding the utility of backlog information to investors, you may be required to disclose information concerning backlog levels.  Please tell us the dollar amount of your backlog, if any, as of a
date close to the time you filed your repor t and as of a comparable date in the
preceding fiscal year.

Part II

Item 5.  Market for the Registrant’s Co mmon Equity, Related St ockholder Matters and
Issuer Purchases of Equ ity Securities, page 24
4. We note your disclosure in this section that the info rmation required regarding
equity compensation plans is incorporat ed by reference from  your definitive
proxy statement.  However, your definitive proxy statement filed on June 27,

Richard E. Belluzzo
Quantum Corporation
March 31, 2009 Page 3
2008 does not appear to contain the Equity Compensation Plan Information table.
See Item 201(d) of Regulation S-K.  Please advise.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Results of Operations for Fiscal 2008, 2007 and 2006, page 28
5. We note your disclosure on page 14 that increased competition in the tape drive and tape automation markets has resulte d in lower prices and lower margins
earned on tape drives and media and your disclosure on page 15 that completion
among tape media suppliers has periodical ly resulted in intense, price-based
competition for media sales.  Please tell us if these pricing pressures have had a material impact on your results of operati ons in any of your three most recent
fiscal years.  It appears you should provide quantitative information about any material changes in prices that affect  your operations or results materially.
Additionally, to the extent changes in prices ha d a significant impact on your
revenues from one period to the next, qua ntitative information regarding such an
impact should be provided.  See It em 303(a)(3)(iv) of Regulation S-K.

Liquidity and Capital Resources

Long-Term Debt, page 40
6. We note your disclosure regarding the cove nants on your revolving credit facility
and term loan.  Please explain to us what  consideration you gave to disclosing the
details of these covenants.  See Item  303(a)(1) of Regulation S-K and Section
IV.C of SEC Release 33-8350.

Item 8.  Financial Statements and Supplementary Data

Note 3:  Summary of Significant Accounting Policies

Service Parts for Maintenance, page 59
7. You indicate service parts for maintena nce are used to support warranty and
repair services.  Consider ing the nature of these a ssets, please explain how you
considered the accounting model describe d in Q&A number 12 of TIS Section
2140 of the AICPA Technical Questions.  We also note that the service parts for maintenance are amortized over their estimated  useful life of eight years.  Please
tell us why you believe that it is appropriate to amortize the cost of these parts over the expected period in which they are used, as opposed to recording the cost
of parts in the periods in wh ich they are actually used.

Richard E. Belluzzo
Quantum Corporation
March 31, 2009 Page 4
Part IV

Item 11.  Executive Compensation (incorporat ed by reference from Def 14A filed on
June 27, 2008)

Compensation Discussion and Analysis, page 19
8. Your disclosure indicates that in determ ining awards under each of your elements
of executive compensation, your compensati on committee considers, in part, the
individual performance of your named execu tive officers.  However, in discussing
the compensation paid to each of your officers other than your CEO, your disclosure fails to explain how your compensation committee assessed individual
performance.  For example, the disclosu re on page 21 indicates that the base
salaries of Mr. Hall and Ms. Barrett we re increased in fiscal 2008 partly to
recognize their individual perf ormance, but it does not id entify the particular tasks
or performance standards that were cons idered in making the decision to increase
these salaries.  Please explain how your compensation committee assesses the individual performance of your name d executive officers when making
compensation decisions.

Equity Compensation, page 23
9. Although you provide general information regarding policies relating to your
long-term equity compensation, your disclo sure should also provide substantive
analysis and insight into how the comp ensation committee determined the actual
award amounts.  With a view toward providing expanded disclosure in future
filings, please tell us how the compensation committee determined the specific equity awards made to your named executive officers in fiscal 2008.  For example, please identify the company a nd individual performance criteria that
were considered in making the awards.  Please also explain how each officer’s outstanding equity awards and the pr ojected impact of their awards on
stockholder dilution and burn rate imp acted the size of their 2008 awards.

Item 15.  Exhibits, Financial Statement Schedules

Exhibits 31.1 & 31.2
10. In both your CEO and CFO’s certifications, the introductory text of paragraph 4
includes an incorrect cita tion for the definition of “disclosure controls and
procedures,” which is defined in Exchange Act Rules 13a- 15(e)  and 15d- 15(e) .
Please advise.

Richard E. Belluzzo
Quantum Corporation
March 31, 2009 Page 5
Form 10-Q for Fiscal Quarter Ended December 31, 2008

Part I – Financial Information

Item 1.  Financial Statements

Note 6.  Goodwill and Intangible Assets, page 5
11. We note you performed an interim impairment test on both your goodwill and your intangible and other long-lived assets.  Please tell us the order in which you
performed your impairment tests.

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Critical Accounting Estimates and Policies, page 35
12. We note your disclosure on page 6 that  there could be adjustments to your
goodwill impairment charge when you have completed the impairment test.  In addition, you disclose on page 7 that you concluded your long-lived assets were not impaired at December 31, 2008.   Please tell us what consideration you gave
to quantitative and qualitative disclosure of the sensitivity of your goodwill and long-lived asset valuations to changes in your methodologies or assumptions.  See
Section V of SEC Release 33-8350.

* * * * * * *

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
filings, you may wish to provide us with mark ed 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.

Richard E. Belluzzo
Quantum Corporation
March 31, 2009 Page 6
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 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 Jennifer F ugario, Staff Accountant, at (202) 551-3482 or Mark
Shannon, Staff Accountant, at  (202) 551-3299 if you have any questions regarding
comments on the financial statements and re lated matters.  Please address questions
regarding all other comments to Matthew Cr ispino, Staff Attorne y, at (202) 551-3456 or
Mark P. Shuman, Branch Chief - Legal,  at (202) 551-3462.  If you need further
assistance, you may cont act me at (202) 551-3226.

     S i n c e r e l y ,

     C r a i g  W i l s o n
Senior Assistant Chief Accountant

December 19, 2007

Room 4561

Mr. Jon Gacek
Executive Vice President, Finance and
  Chief Financial Officer
Quantum Corporation
1650 Technology Drive
San Jose, CA 95110

Re: Quantum Corporation
 Form 10-K for Fiscal Ye ar Ended March 31, 2006
 File No. 001-13449

Dear Mr. Gacek:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time on the specific i ssues raised on the financial statements and
related matters.

Sincerely,

Craig Wilson
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence Letter

 November 16, 2007

 Via EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
  Craig Wilson

   David
Edgar

  Re:
  Quantum Corporation

   Review of Form 10-K for the fiscal year ended March 31, 2006, Filed June 12, 2006

   File
No. 001-13449

 Ladies and Gentlemen:

 Quantum Corporation (the “Company” or “Quantum”) submits this letter in response to the comment from the Staff of the Securities and Exchange Commission (the “Staff”) received by letter dated November 2,
2007 relating to the Company’s Form 10-K for the fiscal year ended March 31, 2006, filed June 12, 2006.

 In this letter, we
have recited the comment from the Staff in italicized, bold type and have followed it with the Company’s response.

 Form 10-K for
the Year Ended March 31, 2006

 Consolidated Financial Statements

 Consolidated Statements of Operations, page 50

•

 We note your response to prior comment 1 where you conclude that a reclassification of the StorageTek legal settlement charge to operating expenses is not
material. Considering that the reclassification would nearly double your operating loss for the fiscal year ended March 31, 2006, the Staff is not in a position to concur with your conclusion. Please amend Form 10-K for the fiscal year ended
March 31, 2007 to include the StorageTek legal settlement expense in loss from operations both in Selected Financial Data and the audited financial statements. Management’s Discussion and Analysis should be accordingly revised to reflect
the restated financial statements.

 - 1 -

 Response:

 On November 16, 2007 we will file a Form 8-K, Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. The 8-K will note that the Company will
file an Amended Annual Report on Form 10-K for the year ended March 31, 2007 as soon as possible. We expect to file our amended Form 10-K/A for the year ended March 31, 2007 no later than November 30, 2007.

 The 8-K identifies and shows the effect of the reclassification of legal settlement expense from a non-operating item to operating expense for the year
ended March 31, 2006 as summarized below (in thousands):

As Reported

As Restated

 Loss on litigation settlement (operating expense)

$
—

$
20,517

 Operating expenses

252,892

273,409

 Loss from operations

(20,964
)

(41,481
)

 Loss on litigation settlement (non-operating expense)

20,517

—

 Net loss

(41,479
)

(41,479
)

 The 10-K/A will revise the Selected Financial Data and the audited financial statements to
reclassify the loss on litigation settlement as an operating expense for the year ended March 31, 2006. We will also revise Management’s Discussion and Analysis to reflect the restated financial statements.

 We hope that you will find the foregoing responsive to the Staff’s comments. If you have any further questions or comments, please direct these to
me at (425) 895-3187. In addition, we would request that you provide a facsimile of any additional comments that you may have to my attention at (425) 895-3370. Thank you for your assistance.

Sincerely,

/s/ JON GACEK

Jon W. Gacek

 Executive Vice President and

 Chief Financial Officer

Quantum Corporation

 - 2 -

November 2, 2007

Room 4561

Mr. Jon Gacek
Executive Vice President, Finance and
  Chief Financial Officer
Quantum Corporation
11431 Willows Road
Redmund, WA  98052

Re: Quantum Corporation
 Form 10-K for Fiscal Ye ar Ended March 31, 2006
 Filed June 12, 2006
 File No. 001-13449

Dear Mr. Gacek:

We have reviewed your response to our letter dated August 31, 2007 in
connection with the above referenced fili ng and have the following comment.

 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 comment 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 March 31, 2006

Consolidated Financial Statements

Consolidated Statements of Operations, page 50
We note your response to prior comme nt 1 where you conclude that a
reclassification of the StorageTek legal settl ement charge to operating expenses is not
material.  Considering that the reclassi fication would nearly double your operating loss
for the fiscal year ended March 31, 2006, the Staf f is not in a position to concur with your
conclusion.  Please amend Form 10-K for th e fiscal year ended March 31, 2007 to
include the StorageTek legal settlement expense in loss from operations both in Selected Financial Data and the audited financial statements.  Management’s Discussion and
Analysis should be accordingly revised to re flect the restated financial statements.

 * * * * * * *

Mr. Jon Gacek
Quantum Corporation
November 2, 2007 Page 2
 As appropriate, please amend your filing and respond to this comment within 10
business days or tell us when you will provi de us with a response.  Please submit all
correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  You may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cove r letter with any amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing any amendment and your responses to our comment.

You may contact David E dgar, Staff Accountant, at (202) 551-3459 or the
undersigned at (202) 551-3730 if you have any questions regarding this comment.

Sincerely,

Craig Wilson
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence Letter

 September 17, 2007

 Via EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:

Craig Wilson

David Edgar

Re:

Quantum Corporation

Review of Form 10-K for the fiscal year ended March 31, 2006, Filed June 12, 2006

File No. 001-13449

 Ladies and Gentlemen:

 Quantum Corporation (the “Company” or “Quantum”) submits this letter in response to the comment from the Staff of the Securities and Exchange Commission (the “Staff”) received by letter
dated August 31, 2007 relating to the Company’s Form 10-K for the fiscal year ended March 31, 2006, filed June 12, 2006.

 In this letter, we have recited the comment from the Staff in italicized, bold type and have followed it with the Company’s response.

 Form 10-K for the Year Ended March 31, 2006

 Consolidated Financial Statements

 Consolidated Statements of Operations, page 50

•

 We note your response to prior comment 3 where you propose to reclassify the STK litigation settlement expense to operating expenses in future filings. As a
basis for supporting your proposal, please provide us with your materiality assessment of the impact of the misclassification on the historical annual and interim financial statements pursuant to SEC Staff Accounting Bulletin: No. 99.

 Response:

 In preparing our
response to prior comment 3, we considered both quantitative and qualitative aspects of reclassifying the STK litigation settlement expense. From a quantitative perspective, reclassification of the STK litigation settlement from a separate line
below loss from operations to a separate line as a component of operating expenses would not be material in that it would have resulted in no change in revenue, cost of

 - 1 -

revenue, gross margin, trended operating expenses, net loss before income taxes, net loss or earnings per share for fiscal year and fourth quarter 2006,
respectively. In addition, there would be no impact to our balance sheet, statement of stockholders’ equity or statement of cash flows related to the reclassification for those same periods.

 Operating expenses would have increased 8% and 30% for fiscal year and fourth quarter 2006, respectively. This reclassification would have increased operating expense as
a percentage of revenue by 3% and 9% for the same periods, respectively. However, as our proposed reclassification of the litigation settlement would be presented as a separate line included within operating expenses, there would be no change in
research and development, sales and marketing and general and administrative expenses for either period.

 Since our operating losses were relatively small,
any change to operating expenses (e.g., reclassification of the STK litigation settlement expenses to operating expenses) would mathematically have a relatively larger impact on operating loss on a percentage basis. For example, the fiscal year 2006
operating loss would have been nearly double and fourth quarter 2006 operating loss would have more than tripled as a result of reclassifying the STK litigation settlement. However, we don’t believe those changes would be considered significant
to our shareholders, analysts or management as their focus regarding their evaluation of our financial performance is on recurring revenue, recurring operating expenses and our ability to generate cash. The litigation settlement did not have an
impact on our recurring trended revenue and expenses or future ability to generate cash.

 Furthermore, we considered the qualitative materiality factors in
SAB 99 and have determined that, based on those factors, the reclassification of the settlement is not material. Some of the more significant considerations are highlighted below:

•

 The reclassification would not mask a change in earnings or other trends

•

 The reclassification would not hide a failure to meet analysts’ consensus expectations

•

 The reclassification does not change a loss into income or vice versa

•

 There would be no effect on our compliance with regulatory requirements, loan covenants or other contractual requirements as a result of the reclassification

•

 There would be no impact to management’s compensation as a result of the reclassification

•

 The reclassification would not involve concealment of an unlawful transaction

•

 There are not misstatements to be aggregated with this reclassification; therefore, there is no potential for the financial statements as a whole to be materially
misstated or misleading.

•

 Management believes the adjustment would not result in a significant positive or negative market reaction. This belief is based on the fact that the expense related
to the STK litigation settlement was reflected in a separate line item in our statement of operations and has been discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations and disclosed in the

 - 2 -

footnotes to our Annual Report on Form 10-K for the year ended March 31, 2006. In light of what we believe to be transparent financial statement
presentation and disclosure we do not believe the reclassification would change an investor’s decision to invest or not invest in the company.

 Management considered all these quantitative and qualitative factors discussed above in concluding that the reclassification is not material to our financial statements.

 We hope that you will find the foregoing responsive to the Staff’s comments. If you have any further questions or comments, please direct these to
me at (425) 895-3187. In addition, we would request that you provide a facsimile of any additional comments that you may have to my attention at (425) 895-3370. Thank you for your assistance.

Sincerely,

 /s/ JON GACEK

Jon W. Gacek

Executive Vice President and Chief Financial Officer

Quantum Corporation

 - 3 -

CORRESP
1
filename1.htm

SEC Correspondence Letter

 August 8, 2007

 Via EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:

Craig Wilson

David Edgar

Re:

Quantum Corporation

Review of Form 10-K for the fiscal year ended March 31, 2006, Filed June 12, 2006

File No. 001-13449

 Ladies and Gentlemen:

 Quantum Corporation (the “Company” or “Quantum”) submits this letter in response to comments from the Staff of the Securities and Exchange Commission (the “Staff”) received by letter
dated July 25, 2007 relating to the Company’s Form 10-K for the fiscal year ended March 31, 2006, filed June 12, 2006.

 In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response.

 Form 10-K for the Year Ended March 31, 2006

 Consolidated Financial Statements

 Consolidated Statements of Operations, page 50

1.
We note your response to prior comment 1 in our letter dated April 13, 2007 and have the following additional comments regarding the nature of the settlement with Storage
Technology Corporation (STK):

•

 Describe in further detail the terms, arrangements, obligations and rights associated with the settlement consideration elements received from STK. Further,
describe all ownership attributes that reside in the patents or other assets received such as transferability or exclusivity rights; and

 Response:

 The Company wishes to clarify that it did not obtain any ownership rights of any STK patents, but rather STK granted to
Quantum a nonexclusive and worldwide license under its Licensed Patents to: a) make, use, import, offer for sale, lease, sell and/or otherwise transfer tape products; and b) to have tape products made by another manufacturer, subject to specified
conditions.

 - 1 -

 Licensed Patents is defined as up to six utility patents of STK selected any time prior to February 24, 2016. Four
of the six patents were identified at the time of the settlement of the litigation, as described in Quantum’s previous correspondence with the Staff. These four patents were inserted at the insistence of STK and agreed to by Quantum as part of
a compromise to settle the litigation, not because Quantum believed them to have value otherwise. The remaining two patents have not been selected and Quantum currently has no plans to select the patents.

 The license rights include the right to grant sublicenses to Quantum affiliates (while they remain affiliates), but not to any third parties.

 The license granted by STK to Quantum became fully paid up and irrevocable upon Quantum making all payments required under the license agreement, which has now occurred.

 The licenses continue until the expiration date of the last to expire of the Licensed Patents, unless terminated due to breach or bankruptcy.

The licenses (and related rights and obligations) are not assignable or transferable, except that a license may be transferred in connection with the disposition of a
significant business or product line (subject to conditions specified in the license agreement).

 Provisions in the license agreement restrict the scope of
the license in circumstances where Quantum is acquired by a third party, or acquires a third party or a new business or product line.

 STK released
Quantum, and its contract manufacturers, affiliates, and customers from any and all claims of infringement of the Licensed Patents, based on acts prior to the effective date of the license agreement, which, had they been performed after the
effective date of the license agreement could have been licensed under this Agreement.

 STK dismissed with prejudice the litigation STK had filed against
Quantum regarding two of the Licensed Patents.

 STK made customary representations and agreed to customary indemnification and confidentiality obligations
to Quantum in connection with the license.

•

 Describe any assets received or liabilities incurred that are associated with the STK settlement but were not part of the stipulated agreement.

 - 2 -

 Response:

 We
do not believe there are any assets received or liabilities incurred that are associated with the STK settlement but were not part of the stipulated agreement.

2.
We have the following additional comments regarding valuation of elements received in the STK settlement:

•

 We believe that market place participant assumptions apply in valuing the elements received for the settlement consideration. Tell us how you considered use
of market place participant assumptions in view of paragraph 9 of SFAS 142, paragraphs 5-7 of SFAS 141, paragraph B174 of SSFAS 141 and paragraph 6 of EITF 02-17. Identify assumptions used in your valuations and explain why each is a market place
participant assumption. Explain why you believe the “Royalty Savings Method” is an appropriate surrogate for a market place participant determination of fair value;

•

 Regarding the valuation of the patents tell us what consideration you gave to company specific assumptions versus marketplace participant assumptions;

•

 Since you own the patents, explain how the royalty savings method, which generally looks to the rights and rewards inuring to a licensee, presents a fair
value that is materially similar to a valuation method that addresses the rights and rewards of ownership;

•

 Explain why you estimated the hypothetical royalty rate by use of a profit split method and market comparable royalty rate as opposed to use of a market rate
alone;

•

 For patents you do not intent to use, tell us if you would give them away for consideration and

•

 Tell us why you did not separately measure the fair value of the litigation settlement cost element and explain your basis for the use of a residual approach
in fair valuing the elements received rather than a relative fair value model.

 Response:

 Market place participant assumptions were appropriately considered in the determination of the fair value of the intellectual property rights (“IP”) licensed in
the settlement with STK. As a practical matter, we did consider company specific information in developing certain assumptions used to determine the fair value of the IP, but only with assumptions for which there was no contrary data that indicated
market place participants would use different assumptions, as prescribed by paragraph 38 of FASB Concepts Statement No. 7.

 The two optical servo
patents subject to the STK lawsuit cover technology that aligns read/write tape heads with the data tracks written on the recording surface of a tape. The industry standard technology for this is magnetic servo, which is used in LTO tape drives.
Optical servo technology is used only in SDLT tape drives, and Quantum is the only company who has used or, we believe, will use optical servo technology in tape drive

 - 3 -

products because the industry has moved to alternative technologies such as magnetic. Therefore, we believe Quantum is the only market place participant.
Accordingly, all company specific assumptions used in the determination of fair value using the Royalty Savings Method are also what we believe are market place participant assumptions.

 However, we have considered broader market factors in the development of assumptions used to estimate the fair value of these patents, as further described below. Below is a summary of the key assumptions used and why
we believe each is a market place participant assumption (or not contrary to assumptions a hypothetical market place participant would use):

•

 A royalty rate for SDLT tape drive technology of 4% was determined using both a profit split method, which is company specific, and a market place based average
industry royalty rate. Both methods yielded the same royalty rate of 4%.

•

 A range of royalty rates attributable to the optical servo IP was determined based on an estimate that the optical servo technology contributes approximately 10% to
20% of the overall technology of an SDLT tape drive. We do not have any contrary data that indicates that a hypothetical market participant with this IP would have a significantly different technology contribution. The valuation considered three
royalty rate scenarios (10%, 15% and 20%), each with equal probability. These estimates resulted in implied royalty rates of 0.40% to 0.80%, respectively.

•

 The cash flow forecasts used were based on Quantum’s annual operating plan and long term revenue forecasts from 2006 to 2012 for SDLT tape drives and 2006 to
2015 for SDLT media. The compound annual growth rate (“CAGR”) in the cash flow forecasts was considered reasonable in comparison to market CAGR forecasts. Additionally, the period over which we forecasted cash flows was based on the
expected life of this technology in the market.

•

 A market- based discount rate of 11% was used, representing the industry’s weighted average cost of capital.

 Quantum is licensing the IP and does not own the rights to the technology. Therefore, the Royalty Savings Method, a variation of the Income Approach, is considered an
appropriate market-based participant method to value licensed patents. In the application of the Royalty Savings Method, the value of the patents to the licensee is estimated by capitalizing the royalties saved because the licensee has rights to the
technology. In other words, the licensee realizes a benefit from the intangible asset rather than paying a royalty for the use of the asset.

 No future
economic value was assigned to the license of the rights to the other two patents identified in the STK settlement (#6,226,688 and #6,441,980) or to the two remaining undesignated patents because none of the intellectual property identified in these
patents has been used in the past nor are there plans to incorporate any additional patented STK intellectual property into future Quantum products. Additionally, the nature of each identified patent is such that there are not other market
participants who would ascribe value to either of them, as discussed in the following two paragraphs.

 - 4 -

 Patent #6,226,688 relates to identifying and managing information stored on tape media using a form of memory on the
outside of the tape cartridge. This technology has potential use only with DLT and SDLT media, since LTO media uses a method that is internal to the tape cartridge. LTO tape drives and media are increasingly becoming the industry standard, so
technology related to other drive and media types like DLT/SDLT is not as valuable to Quantum or other market participants. Additionally, Quantum is using an alternative methodology in our existing DLT and SDLT products, and STK is not using the
technology covered by the patent. It is possible this technology could be used in tape media to support a completely new tape drive format, but we do not believe any such formats are currently under development in the market, and it would be very
costly and time-intensive for a company to develop a new format. In light of these factors, the Company does not believe that this patent would have any significant value to a market place participant.

 Patent #6,441,980 relates to a method of distinguishing new versus old data blocks in tape media through the creation of a new variable called a master write pass count.
This is different from the industry standard methods currently used with LTO, DLT/SDLT and other formats of tape media. Like with patent #6,226,688, this technology could possibly be used in the development of a new tape format. As noted above,
though, we do not believe any new tape drive formats are currently under development in the market, and it would be very costly and time-intensive for a company to develop a new format. In light of these factors, the Company does not believe that
this patent would have any significant value to a market place participant.

 We do not own these patents, and the patent cross-license agreement with STK
contains provisions restricting the transfer of these patent rights that would preclude us from either giving them away for no consideration or attempting to sell them.

 We settled with STK to eliminate the uncertainty of a jury trial and verdict. Even though we believed that the STK optical servo patents were invalid and that we would likely win, an adverse outcome could have
resulted in significant liability to the Company and possibly an injunction against future SDLT tape drive and media sales. The litigation was also taking significant management time and was a distraction from management’s ability to focus on
the day-to-day operations of the business. Although we could estimate a range of potential damages we’d be required to pay and future SDLT revenue we would lose if we had gone to trial and received an adverse verdict, we could not estimate the
probability of any particular adverse outcome due to unpredictability of a jury trial in a case involving complicated technology. We were also not able to quantify the monetary impact of the litigation distracting from management’s ability to
focus on day-to-day operations. Because of these uncertainties, we measured the fair value of the patents received in the settlement and used the residual approach to value the litigation settlement cost. We believe this method was reasonable in the
circumstances given the nature of the litigation settlement and the nature of the limited rights obtained with respect to the patents as a result of the litigation settlement.

 - 5 -

3.
Litigation expense arising from cases other than shareholder lawsuits are ordinarily recorded within cost of revenues or operating expenses. Other than shareholder litigation,
we would not expect to see litigation settlements related to operations of the company classified outside of operating expenses. In this regard, tell us whether you consulted with the national office of Ernst & Young for the recognition,
valuation and classification issues related to the STK settlement and if so, provide us with the basis for any conclusion from that office.

 Response:

 We respectfully advise the Staff that in developing our response to the Staff’s comments, we have discussed the
classification issues related to the STK settlement with the national office of Ernst & Young. In so doing, we have reconsidered the attributes of the transaction and more fully appreciate the Staff’s view with respect to the
classification of litigation expense. The expense related to the STK litigation is currently reflected in a separate line item in our statement of operations, “Loss on litigation settlement” (which is presented below the “loss from
operations”), and has been discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations and disclosed in the footnotes to our Annual Report on Form 10-K for the year ended March 31, 2006. In light
of what we believe to be transparent financial statement presentation and disclosure of the STK litigation in our 2006 Form 10-K, and the Staff’s views on the classification of litigation expense, we propose to reclassify the loss on litigation
settlement expenses to reflect them as a component of “operating expenses” in our future filings and respectfully request the Staff’s concurrence with respect to our proposed treatment of these expenses in future filings.

We hope that you will find the foregoing responsive to the Staff’s comments. If you have any further questions or comments, please direct these
to me at (425) 895-3187. In addition, we would request that you provide a facsimile of any additional comments that you may have to my attention at (425) 895-3370. Thank you for your assistance.

Sincerely,

 /s/ JON GACEK

Jon W. Gacek

Executive Vice President and Chief Financial Officer

Quantum Corporation

 - 6 -

July 25, 2007

Room 4561

Mr. Jon Gacek
Executive Vice President, Finance and
  Chief Financial Officer
Quantum Corporation
11431 Willows Road
Redmund, WA  98052

Re: Quantum Corporation
 Form 10-K for Fiscal Ye ar Ended March 31, 2006
 Filed June 12, 2006
 File No. 001-13449

Dear Mr. Gacek:

We have reviewed your response to our letter dated April 13, 2007 in connection
with the above referenced filing and have th e following comments.  Please be as detailed
as necessary in your explanations.  In some of our comments, we may ask you to provide
us with supplemental information so we ma y better understand your disclosure.  After
reviewing this information, we may or  may not 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 Year Ended March 31, 2006

Consolidated Financial Statements

Consolidated Statements of Operations, page 50
1. We note your response to prior comment 1 in our letter dated April 13, 2007 and
have the following additional comments re garding the nature of the settlement
with Storage Technology Corporation (STK):
• Describe in further detail the terms,  arrangements, obligations and rights
associated with the settlement consid eration elements received from STK.
Further, describe all ownership attributes  that reside in the patents or other
assets received such as transferability or exclusivity rights and
• Describe any assets receive d or liabilities incurred that are associated with
the STK settlement but were not pa rt of the stipulated agreement.

Mr. Jon Gacek
Quantum Corporation
July 25, 2007 Page 2
2. We have the following additional comments regarding valuation of elements received in the STK settlement:
• We believe that market place particip ant assumptions apply in valuing the
elements received for the settlement consideration.  Tell us how you considered use of mark et place participant assu mptions in view of
paragraph 9 of SFAS 142, paragraphs 5-7 of SFAS 141, paragraph B174 of SFAS 141 and paragraph 6 of EITF  02-17.  Identify assumptions used
in your valuations and explain why each is a market place participant
assumption.  Explain why you believe th e “Royalty Savings Method” is an
appropriate surrogate for a market pl ace participant determination of fair
value;
• Regarding the valuation of the patent s tell us what consideration you gave
to company specific assumptions versus marketplace participant
assumptions;
• Since you own the patents, explain how the royalty savings method, which generally looks to the rights and reward s inuring to a licensee, presents a
fair value that is materially simila r to a valuation me thod that addresses
the rights and rewards of ownership;
• Explain why you estimated the hypothetical royalty rate by use of a profit
split method and market comparable royalty rate as opposed to use of a
market rate alone;
• For patents you do not intend to use, tell  us if you would give them away
for no consideration and
• Tell us why you did not separately meas ure the fair value of the litigation
settlement cost element and explain your basis for the use of a residual approach in fair valuing the elements received rather than a relative fair
value model.
3. Litigation expense arising from cases other than shareholder lawsuits are ordinarily recorded within  cost of revenues or operating expenses.  Other than
shareholder litigation, we woul d not expect to see litiga tion settlements related to
operations of the company classified outside of operating expenses.  In this regard
tell us whether you consulted with the national office of Ernst & Young for the
recognition, valuation and classification i ssues related to the STK settlement and
if so, provide us with the basis for any conclusion from that office.

 * * * * * * *

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  Please submit all

Mr. Jon Gacek
Quantum Corporation
July 25, 2007 Page 3
correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  You may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cove r letter with any amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing any amendment and your responses to our comments.

You may contact David E dgar, Staff Accountant, at (202) 551-3459 or the
undersigned at (202) 551-3730 if you have any questions regarding these comments.

Sincerely,

Craig Wilson
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

SEC Letter

 May 11, 2007

 Via EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:

Craig Wilson

David Edgar

Re:

Quantum Corporation

Review of Form 10-K for the fiscal year ended March 31, 2006, Filed June 12, 2006

File No. 001-13449

 Ladies and Gentlemen:

 Quantum Corporation (the “Company” or “Quantum”) submits this letter in response to comments from the Staff of the Securities and Exchange Commission (the “Staff”) received by letter
dated April 13, 2007 relating to the Company’s Form 10-K for the fiscal year ended March 31, 2006, filed June 12, 2006.

 In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response.

 Form 10-K for the Fiscal Year Ended March 31, 2006

 Consolidated Financial Statements

 Consolidated Statements of Operations, Page 50

1.
We note in your response prior to comment 2 and have the following additional comments:

•

 We note that you assigned value to patents having future economic value which you capitalized as purchased technology. Explain in reasonable detail how you
determined the fair value of these patents as well as the patents not related to the lawsuit and the undesignated patents;

•

 Tell us how you allocated the settlement consideration among the three groups of patents;

•

 You indicate that the two designated patents related to the lawsuits are invalid, and are not needed to protect existing or future products. Explain the
relationship of these specific law-suit related patents to any notion of settlement of past damages suffered by STK;

•

 Explain why the “two patents identified in the law suit,” have any capitalizable fair value (based on third party estimate of fair value) since in
your latest response the two designated patents related to the lawsuit are invalid, and are not needed to protect existing or future products. If that fair value related to prior product patent infringement with no future benefit tell us why it
should be amortized over future periods as opposed to being expensed in the period of settlement;

•

 Your response does not clearly support classification of the amount related to the settlement as non-operating costs merely because they had no future benefit
and were not part of normal operations. We note that the litigation or law suit related patents were related to a claim involving some past operations of Quantum that involved patent violations. It appears that the settlement was agreed to in order
to compensate STK for past infringement by Quantum acquiring technology that, in your view was immediately impaired with respect to future benefit. The acquired and impaired patent technology would therefore appear to be operating in nature that in
the company’s view had no future use. Please revise to classify these costs as operating expenses or explain why you believe revision is unnecessary and

•

 Please explain where any related legal fees involved in the settlement were classified and the basis for that classification.

 Response:

 Quantum
engaged Duff & Phelps, LLC, an independent valuation advisory firm, to assist management in its determination of the fair value of the intellectual property rights (“IP”) related to the patent cross license agreement with Storage
Technology Corporation (“STK”).

 Future economic value was assigned to the two patents subject to the lawsuit (#6,236,529 and #6,549,363), which
related to an optical servo system for tape drives (the “Optical Servo Patents”). The reason for this assigned future value was that, since the lawsuit settled, there was no determination by the court that the patents were invalid and/or
non-infringed, as the Company believes. The patents thus remain outstanding and, with the STK cross-license, the Company has the freedom to incorporate the Optical Servo Patents into existing or future tape drive products (collectively referred to
as the “SDLT Tape Drives”). Since the Company has technology similar to that described in the Optical Servo Patents, this flexibility was determined to be of future economic value.

 No future economic value was assigned to the other two patents identified in the settlement (#6,226,688 and #6,441,980). Patent #6,226,688 relates to the Linear Tape
Open (LTO) standard for tape storage technology that was jointly developed by Certance LLC (Certance), Hewlett-Packard Company (HP) and International Business Machines Corporation (IBM) in 1997. In January 2005, Quantum acquired Certance. Both
Quantum and Certance believed STK’s allegations of infringement were weak on validity

as HP had underlying patents that supported the specific functionality of the LTO standards covered by the patents when the three companies jointly developed
the standard in 1997. Management believes the patent is of no inherent value to Quantum as the Company has not used it in the past and there are no plans to incorporate it into future products.

 Patent #6,441,980 relates to a method of distinguishing new versus old data blocks in a tape drive. Quantum has not used this method in the past and is using an
alternative methodology in our existing products instead of the method described in patent #6,441,980. Management has no plans to use the patent in any future products. Therefore, no value was assigned to this patent.

 No future economic value was assigned to the two undesignated patents, as management has no plans to incorporate any additional STK patented intellectual property into
future products.

 To estimate the Fair Value of the Optical Servo Patents, the Company used a variation of the Income Approach called the Royalty Savings
Method. In the application of the Royalty Savings Method, the value of the patents is estimated by capitalizing the royalties saved because the company owns the technology. In other words, the owner realizes a benefit from the intangible asset
rather than paying a royalty for the use of the asset. A hypothetical royalty rate was estimated by considering both a profit split method and market comparable royalty rate. Based on these methods, a royalty rate assumption of 4% of revenue was
estimated for all of the IP that makes up an SDLT Tape Drive.

 After estimating the appropriate royalty rate for the SDLT Tape Drive IP, a royalty rate
attributable to the Optical Servo technology was estimated. It was estimated that the optical servo technology contributes approximately 10% to 20% of the overall technology of an SDLT Tape Drive. A range of technology contribution was considered
from 10% to 20% which resulted in implied royalty rates of 0.40% to 0.80%, respectively.

 Using three royalty rate scenarios (10%, 15% and 20%),
Quantum’s annual operating plan and long term revenue forecasts from 2006 to 2012 for SDLT Tape Drives and 2006 to 2015 for SDLT Media, and a discount rate of 11% (estimated based on the industry weighted average cost of capital), the Fair
Value of the Optical Servo Patents was estimated to be approximately $2.8 million.

 In summary, we allocated $2.8 million of the settlement consideration
to the two patents related to the lawsuit, zero future economic value to the two other patents identified but not related to the lawsuit, and zero future economic value to the two undesignated patents. The remaining settlement consideration was
allocated to other expenses. We capitalized the fair value of $2.8 million for the Optical Servo Patents that was determined by management to have future economic benefit to existing and future SDLT Tape Drives.

 Management did not settle with STK because it believed Quantum had infringed STK’s patents. Rather, management
settled with STK to eliminate the uncertainty of a jury trial and verdict, which can be unpredictable regardless of the strength of the merits of one’s case. Even though the Company believed that the Optical Servo Patents were invalid and that
it would likely win, an adverse outcome could have resulted in significant liability to the Company and, more importantly, possibly an injunction against future SDLT Tape Drive sales. The litigation was also taking significant management time and
was a distraction from management’s ability to focus on the day-to-day operations of the business. It was thus determined to be in the best interests of the Company and its shareholders to settle the litigation and avoid the associated risks
and continued distractions.

 The settlement was a patent cross license agreement where Quantum paid STK $25 million and each party received a license to
six of the other party’s patents on a nonexclusive, worldwide basis. As described above, we allocated $2.8 million of the settlement payment to the two Servo Optical Patents, which was amortized and reported in cost of revenue. The remainder of
the settlement payment was not considered to be part of the Company’s ongoing central operations, as it is unusual for a matter like this to arise and result in a payment. The remainder of the settlement was for risk avoidance as described
above and for a license to four patents with no future economic value (two undesignated patents and two specifically identified patents as described above that are not related to the lawsuit). Since we have not used these patented technologies, and
have no plans to do so in the future, we considered the payments made in connection with these patents to be non-operating in nature. It is unusual for us to pay for licenses with no future use and with no future benefit. Therefore, the cost of the
remaining settlement was not classified as operating expenses.

 The related legal fees involved in the settlement were classified as general and
administrative expense included in operating expenses. The basis for this classification is that we consider legal expenses normal recurring operating expenses. Legal expenses such as these are incurred whether or not there is a settlement, and, if
not settled, whether or not the Company is successful in defending itself in litigation.

 Notes to Consolidated Financial Statements

 Note 16: Business Segment Information and Geographic Information, Page 77

2.
We note your response to prior comment 4 where you indicate that total undiscounted cash flows attributable to the QSS acquired intangible assets were estimated to be $33.4
million. Please explain to us how you arrived at the estimated $33.4 million in QSS intangible asset cash flows in view of the relatively dissimilar historical 2006 consolidated operating activity cash flows of $3.4 million.

 Response:

 In
preparing the SFAS 144 test for QSS, management started by considering the annual operating plan and long term projections for QSS through 2014. The Company will continue to use the technologies and trademarks through 2014 and the service agreements
from the original acquisition related to acquired products continue to renew and indicate the ability to generate cash flow. These forecasts indicate improvement in financial performance relative to historical performance and a return to
profitability in fiscal year 2008. Management made significant efforts in fiscal year 2006 to combine the organizational structure, reduce headcount, improve inventory management and reduce operating expenses in order to return to profitability. The
effect of these efforts was not fully apparent in fiscal year 2006 as these decisions were made towards the end of the fiscal year and took time to execute. At the end of fiscal year 2006, management re-aligned the organizational structure and
consolidated the annual forecast for fiscal year 2007 to one reporting segment. In addition, the annual operating plan and projections for QSS through 2014 did not take into consideration the Advanced Digital Information Corporation (ADIC) merger
which was announced in May 2006 because the merger was not closed at the time the SFAS 144 test was completed. If we had taken the ADIC merger into consideration, it would have resulted in stronger financial performance for QSS. The synergies from
the ADIC acquisition were not included in the annual operating plan and long term projections for QSS. Like QSS, ADIC was a provider of tape automation and disk based back-up systems. The merger provided a strong platform for growth of the
Company’s tape automation and disk based back-up systems by leveraging QSS existing technologies with the new ADIC technologies. The merger also provided new market opportunities and helped expand market access for the QSS products.

The aggregate cash flows for QSS were allocated to the acquired intangible assets, consisting of existing technology, patents/core technology, services agreements,
and trademarks. As it relates to the technology based intangible assets, estimates were made to identify the percentage of revenue attributable to the acquired technology intangible assets. As it relates to the service agreements, management
identified the percentage of service revenue that was related to acquired service agreements and acquired products. Further, retention rates were applied over the forecast period (based on historical experience), to the cash flows related to the
service agreements. Finally, returns to other contributory assets such as fixed assets and working capital were deducted to arrive at an undiscounted cash flow attributable to the intangible asset being tested.

3.
Tell us how you considered paragraph 18 of SFAS 144 in determining the number of future years used in your valuation of intangible assets and how this number compares to the
estimated useful lives of the intangible assets of two to ten years from the date of purchase as disclosed in Note 5.

 Response:

 Per paragraph 18 of SFAS 144, estimates of cash flows used to test the recoverability of a long-lived asset shall be made
for the remaining useful life of the asset to the entity. The

number of future years used in our valuation of intangible assets was 8 years, from fiscal 2007 to fiscal 2014. The original estimated useful lives of the
intangible assets is two to ten years from the date of purchase as disclosed in Note 5 and QSS intangible will be fully amortized in fiscal 2009. The sum of the undiscounted cash flows through fiscal 2009 is greater than the carrying value of the
QSS intangible assets and supports recoverability. Although the remaining amortization period ends in fiscal 2009, the Company will continue to use the technologies and trademarks beyond the original estimated useful life periods based on the
business’ recent reassessment of the acquired intangibles. Furthermore, service agreements from the original acquisitions and related to acquired products continue to renew and indicate the ability to generate cash flow for periods beyond the
original amortization life. The life cycle of QSS products tends to be long because these are enterprise products. Management continues to devote additional R&D efforts towards these products to maintain and extend their economic life.

4.
In view of complying with the guidance in paragraph 22-24 of SFAS 142 tell us why you believe using each of the two valuation approaches is appropriate in determining the
concluded fair value of the reporting units and how you determine the weighting assigned to each of your Income Approach and Market Approach.

 Response:

 We believe using each of the two valuation approaches is appropriate in determining the concluded fair value of the
reporting units as both approaches are commonly considered and applied in the marketplace in actual transactions. The Market Approach may be potentially less reliable than the Income Approach because one has to make subjective comparisons to
publicly traded companies that may vary significantly from the reporting unit in terms of growth prospects, profitability, or size. Management takes these considerations into account in selecting comparable companies; nevertheless, the methodology
inv

CORRESP
1
filename1.htm

Correspondence Letter

 Via EDGAR

 April 19, 2007

 Attn:

Mr. Craig Wilson

Mr. David Edgar

Re:

Quantum Corporation Form 10-K for the Fiscal Year Ended March 31, 2006

Filed June 12, 2006

File No. 001-13449

 Dear Mr. Edgar:

 Reference is made to the comment letter, dated April 13, 2007, received from the Securities and Exchange Commission (the “Commission”) by Quantum Corporation (the “Company”)
regarding the Commission’s review of the above-referenced filing. Your letter requested a response from the Company within ten business days of the date of the letter (i.e., by April 27, 2007). In light of the Company’s recent
completion of its fiscal year 2007 on March 31, 2007 and the significant amount of time and resources that the Company must devote with respect to year-end matters during the month of April 2007, the Company respectfully requests that it be
granted an extension until Friday, May 11, 2007 to provide a response to the comment letter.

 Please contact me at 408-944-4460 if you
wish to discuss our request for an extension.

Sincerely,

 /s/ Shawn D. Hall

 Shawn D. Hall

 Vice President, General Counsel

 Quantum Corporation

April 13, 2007

Room 4561

Mr. Jon Gacek
Executive Vice President, Finance and
  Chief Financial Officer
Quantum Corporation
11431 Willows Road
Redmund, WA  98052

Re: Quantum Corporation
 Form 10-K for Fiscal Ye ar Ended March 31, 2006
 Filed June 12, 2006
 File No. 001-13449

Dear Mr. Gacek:

We have reviewed your response to our letter dated December 4, 2006 in
connection with the above referenced filing a nd have the following comments.  Please be
as detailed as necessary in your explanations.  In some of our comm ents, we may ask you
to provide us with supplemental inform ation so we may better understand your
disclosure.  After reviewing this inform ation, we may or may not 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 Year Ended March 31, 2006

Consolidated Financial Statements

Consolidated Statements of Operations, page 50
1. We note your response to prior comment 2 and have the following additional
comments:
• We note that you assigned value to patents having future economic value which you capitalized as purchased tec hnology. Explain in reasonable detail
how you determined the fair value of these patents as well as the patents not
related to the lawsuit an d the undesignated patents;
• Tell us how you allocated the settlement considera tion among the three groups
of patents;

Mr. Jon Gacek
Quantum Corporation
April 13, 2007 Page 2
• You indicate that the two designated pate nts related to the lawsuit are invalid,
and are not needed to protect exis ting or future products. Explain the
relationship of these specific law-su it-related patents to any notion of
settlement of past damages suffered by STK;
• Explain why the “two patents identi fied in the law suit,” have any
capitalizable fair value (based on a third party estimate of fair value) since in
your latest response the two designated patents related to the lawsuit are
invalid, and are not needed to protect exis ting or future products.  If that fair
value related to prior product patent infri ngement with no future benefit tell us
why it should be amortized over future periods as opposed to being expensed
in the period of settlement;
• Your response does not clearly support classification of the amount related to
the settlement as non-operating costs merely because they had no future benefit and were not part of normal opera tions.  We note that the litigation or
law suit related patents were related to  a claim involving some past operations
of Quantum that involved pa tent violations. It appears that the settlement was
agreed to in order to compensate STK for past infringement by Quantum
acquiring technology that, in your view  was immediately impaired with
respect to any future benefit.  The acquired and impaired patent technology
would therefore appear to be operating in  nature that in the company’s view
had no future use.  Please revise to cla ssify these costs as operating expenses
or explain why you believe revision is unnecessary and
• Please explain where any related legal f ees involved in the settlement were
classified and the basis for that classification.

Notes to Consolidated Financial Statements

Note 16: Business Segment Information and Geographic Information, page 77
2. We note your response to prior comment  4 where you indicate that total
undiscounted cash flows attributable to the QSS acquired intangible assets were estimated to be $33.4 million.  Please explain to us how you arrived at the estimated $33.4 million in QSS intangible asset cash flows in view of the
relatively dissimilar historical 2006 conso lidated operating activ ity cash flows of
$3.4 million.
3. Tell us how you considered paragraph 18 of SFAS 144 in determining the number
of future years used in your valuation of intangible assets and how this number
compares to the estimated useful lives of the intangible assets of two to ten years
from the date of purchase as disclosed in Note 5.
4. In view of complying with the guidance in  paragraphs 22-24 of SFAS 142 tell us
why you believe using each of the two va luation approaches is appropriate in
determining the concluded fair valu e of the reporting units and how you

Mr. Jon Gacek
Quantum Corporation
April 13, 2007 Page 3
determined the weighting assigned to each of your Income Approach and Market Approach.
5. Tell us how the valuation assumptions used to derive the concluded fair values are
consistent with other similar assumptions  you used to value other assets, derive
budget and planning estimates, develop compensation arrangements or determine other amounts you disclose.

 * * * * * * *

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  Please submit all
correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  You may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cove r letter with any amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing any amendment and your responses to our comments.

You may contact David E dgar, Staff Accountant, at (202) 551-3459 or the
undersigned at (202) 551-3730 if you have any questions regarding these comments.

Sincerely,

Craig Wilson
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence Letter

 January 25, 2007

 Via EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:

Craig Wilson

David Edgar

Re:

Quantum Corporation

Review of Form 10-K for the fiscal year ended March 31, 2006, Filed June 12, 2006

File No. 001-13449

 Ladies and Gentlemen:

 Quantum Corporation (the “Company” or “Quantum”) submits this letter in response to comments from the Staff of the Securities and Exchange Commission (the “Staff”) received by letter
dated January 10, 2007 relating to the Company’s Form 10-K for the fiscal year ended March 31, 2006, filed June 12, 2006.

 In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response.

 Form 10-K for the Fiscal Year Ended March 31, 2006

 Management’s Discussion and Analysis
of Financial Condition and Results of Operations

 Critical Accounting Estimates and Policies

 Goodwill and Intangible Assets, Page 32

1.
We note your disclosure that goodwill is reviewed for impairment on an annual basis. Tell us, and in future filings consider disclosing, your annual goodwill impairment
evaluation date and identify your reporting units.

 Response:

 The Company’s annual goodwill impairment valuation date is March 31. For fiscal 2006, we had two reporting units, the Tape Drive reporting unit
and the Storage Systems reporting unit. We will disclose the goodwill impairment evaluation date and identify our reporting units in future filings.

 As of April 1, 2006 the Company has only one reportable segment.

 Consolidated Financial Statements

 Consolidated Statements of Operations, Page 50

2.
We note your classification of a loss on litigation settlement as a non-operating cost. Based on disclosures under Note 14, it appears this cost relates to additional
consideration paid to StorageTek for a license granted to you. Please explain in reasonable detail your basis for classifying the cost as non-operating when it appears to be operating in nature.

 Response:

 The total StorageTek (STK)
settlement was $25 million. Pursuant to the settlement, STK withdrew its lawsuit and provided a cross license to Quantum for six patents. Of these six patents, two were related to the lawsuit, two were specifically identified and not related to the
lawsuit and two were undesignated (i.e., Quantum has the ability to designate them at a future time).

 The purpose of the settlement from
Quantum’s perspective was cost avoidance (as described below) rather than the receipt of future value. Regarding the two patents related to the lawsuit, Quantum believes they are invalid and that Quantum does not need to use them to protect
existing or future products. The other two patents designated in the patent cross licenses were inserted at STK’s insistence as part of the settlement and the Company does not believe them to be of current or future value. Management has no
plans to incorporate any additional STK patented intellectual property into future products and thus believes the undesignated patents to have no current or future value.

 However, Quantum did engage a third party to estimate the fair value of the four patents that were designated in the cross license agreement. It was determined through this valuation that the two patents identified in
the lawsuit did have future economic value, and the Company capitalized the fair value of these rights. The estimated fair value of these rights was recorded as purchased technology in the Consolidated Balance Sheet, amortized over the intellectual
property’s estimated useful life and the amortization expense was reported in cost of revenue in the Consolidated Statement of Operations. There was no assigned future economic value to the two patents that were specifically identified but not
related to the lawsuit or the two undesignated patents since, as mentioned above, the Company has no plans to incorporate the patented intellectual property in future products.

 The amount related to the settlement classified as non-operating expense has no future benefit. The
Company agreed to the settlement and related payments because the potential cost of losing the litigation was significant and litigation is inherently uncertain. Quantum management did not want to risk a judgment in favor of STK on either the
validity or the infringement of the patents. Quantum management felt it was in the best interest of the Company and its shareholders to settle the lawsuit and avoid the threat of a jury trial, and that the settlement cost reported as non-operating
was not a result of normal operations.

 Notes to Consolidated Financial Statements

 Note 13: Income Taxes, Page 73

3.
We note that you increased your income tax valuation allowance by approximately $64 million during the year ended March 31, 2006. Please clarify for us where the
offsetting charge is recorded in your financial statements.

 Response:

 Quantum had an increase in Deferred Tax Assets (DTA) of approximately $18 million and a decrease in Deferred Tax Liabilities (DTL) of approximately $46
million that resulted in a $64 million increase to net DTA on the Consolidated Balance Sheet and a net $64 million to income tax provision (benefits). Quantum maintains a full Valuation Allowance (VA) on its net US DTAs because their realization is
not more likely than not. The VA increased during the fiscal year for unbenefitted current year losses and credits, as shown in the rate reconciliation, and also because of the distribution of $167 million of foreign subsidiary earnings pursuant to
the repatriation provisions of the American Jobs Creation Act of 2004, upon which full residual US income taxes had been provided, as described in the tax footnote. In essence, tax expense was reduced by elimination of the DTL on unremitted
subsidiary earnings, but increased by a like amount because the reduction in the DTL necessitated an increase in the VA. We will provide additional detailed disclosure in future filings should there be a material change in our VA.

 Note 16: Business Segment Information and Geographic Information, Page 77

4.
 We note that your Storage Systems Segment incurred operating losses of approximately $53 million, $39 million and $58 million for the fiscal years ended
March 31, 200[6], 2005 and 2004, respectively. We further note that the Storage Systems Segment contained goodwill of approximately $23 million and intangible assets of approximately $19 million as of March 31, 2006. In view of the recent
cumulative operating losses, please clarify how you concluded that impairment of goodwill and intangible assets in the Storage System Segment was not required as of March 31, 2006. Tell us the cash provided by, or used in, operations for each
segment in the years 2004, 2005, and 2006. Further, please provide reasonably

detailed summaries of your goodwill and other intangible assets impairment evaluations for both of your segments and relate the combined valuations of
your segments to the Company’s market capitalization. Refer to paragraph 36 of SFAS 142 for goodwill and paragraph 8(e) of SFAS 144 for other intangible assets. We may have further comment.

 Response:

 Quantum does not prepare separate
statements of cash flows for the two segments. Management estimated cash flow forecasts for the SFAS 142 and SFAS 144 analysis. As part of the annual impairment test under SFAS 142, Quantum performed an analysis to estimate the fair value of QSS and
Tape Drive, collectively the (“Reporting Units”), as of March 31, 2006 (the “Valuation Date”) to assess whether the fair value of the Reporting Units exceeded their respective carrying values including goodwill. Management
performed its own valuation for the annual test, and in connection with that test, engaged Duff & Phelps, LLC (“Duff & Phelps”), an independent valuation advisory firm, to review and comment on the valuation methodologies
and approaches utilized in management’s analysis. In addition, Duff & Phelps provided valuation consulting services with respect to the application of SFAS 144 as of the Valuation Date, for various long-lived assets (the “Subject
Assets”) of QSS. The recoverability of the QSS Reporting Unit should be tested since QSS experienced a current-period operating loss, had a history of operating losses and a forecast that demonstrates continuing losses associated with the use
of the QSS long-lived assets.

 No events or changes in circumstances in the current-period and recent history indicate that the carrying
value of Tape Drive long-lived assets may not be recoverable as of March 31, 2006. Management determined it was not required to perform impairment testing pursuant to SFAS 144 for the long lived intangible assets for the Tape Drive Reporting
Unit.

 As it relates to the SFAS 144 test for the long lived intangible assets of QSS, management prepared a current budget and long term
operating plan for QSS. The same forecast for QSS was utilized in both the SFAS 142 and 144 tests. Further estimates were made to determine the total undiscounted cash flows attributable to the acquired intangible assets. For example, management
estimated that approximately 49% of the current service contract revenues were attributable to the acquired products/technologies. Thus, 49% of the service contract revenues were projected as a current base amount, and then an 85% annual retention
rate (based on historical experience) was applied prospectively over the projection period. Costs, expenses, taxes, and certain charges/returns for other contributory assets (property, plant, and equipment, working capital, assembled workforce) were
applied to arrive at the undiscounted cash flows attributable to the acquired intangible assets. Based on this analysis, the total undiscounted cash flow was estimated to be $33.40 million which is greater than the carrying value of $19.36 million
of intangible assets.

 SFAS 144 Long-Lived Assets Impairment Test

 QSS Reporting Unit

 As of
March 31, 2006

 (in thousands)

Sum of Undiscounted
Cash Flows

 Intangible Assets:

 Patents/Core Technology

$
1,300

 Service Agreements & Related Relationships

31,300

 Trademarks

800

 Total identified intangible assets

$
33,400

 Total net book value of intangible assets

19,358

 Difference

$
14,042

 SFAS 144: Step 1 Conclusion

Pass

 As it relates to the SFAS 142 test, management used the Market Approach (market comparable method)
and the Income Approach to estimate the fair value of the Reporting Units.

 SFAS Goodwill Impairment Test of the Reporting Units

 As of March 31, 2006

 (in thousands)

QSS

TapeDrive

 Income Approach

$
161,800

$
498,300

 Market Approach (Market Comparable)

202,700

536,000

 Concluded Fair Value (1)

172,000

507,700

 Carrying Value

128,434

153,037

 Net Difference

$
43,566

$
354,663

 Impairment Test Results

Pass

Pass

(1)
Concluded fair value is based on 75% - 25% weighting to Income Approach and Market Approach, respectively.

 In the application of the Income Approach (discounted cash flow method), management utilized QSS’ current annual operating plan and long term
outlook. A Weighted Average Cost of Capital (“WACC”) of 13% was utilized to discount the cash flows. The WACC was based on application of the Capital Asset Pricing Model (“CAPM”) and incorporated industry participants including
Quantum, Advanced Digital Information Corporation (“ADIC”), MTI Technology Corporation (“MTIC”), and Qualstar (“QBAK”). The companies were chosen as comparable companies as they reflect QSS’ primary competitors in
the automated tape library and storage solutions industry. A 3% terminal growth rate over the discrete projection period and the 13% WACC were used to estimate the residual value. The results of the Income Approach indicated a value of $161.8
million for QSS. Management’s assessment also considered certain sensitivity analysis.

 In addition, management considered a Market Approach for QSS. Management has calculated market revenue
multiples to which it applied QSS’ results and projections. First, management considered market value of invested capital less cash, short-term and long-term investments (“Adjusted MVIC”) divided by latest twelve months’ revenue
(“Adjusted MVIC/LTM Revenue”). Second, management considered Adjusted MVIC divided by estimated future twelve months’ revenue (“Adjusted MVIC/FTM Revenue”). The trading multiples ranged from .3X revenue to .8X revenue (with
Quantum trading at the high end of the range of .8X revenue). A median of .6X revenue was applied to the LTM and FTM projected revenues of QSS. The Market Approach indicated a value of $202.7 million for QSS.

 Management results indicated a fair value of equity based on the Income Approach and a value based on the Market Approach. After computing estimated fair
values under the Income and Market Approaches, management applied a weighting to each of these two valuation methodologies to arrive at a deemed fair value of $172.0 million for QSS. This estimate of value is greater than the carrying value of net
assets “equity” of $128.4 million for QSS and therefore management concluded that no impairment of goodwill existed as of March 31, 2006.

 Management also prepared an Income Approach and Market Approach for its Tape Drive Reporting Unit. The concluded fair value of the Tape Drive Reporting Unit was $507.7 million. By summing the indicated fair values of
each reporting unit and converting to a per share value, management was able to reconcile the concluded value to Quantum’s market capitalization. Management calculated the concluded equity price (marketable, controlling basis) of $3.61 by
summing the fair value (adjusted for unallocated debt and cash) of the Reporting Units divided by Quantum’s shares outstanding of 187.3 million as of the Valuation Date.

 Management compared the $3.61 concluded equity price to Quantum’s $3.74 market share price (marketable, minority basis) as of the Valuation Date. The
concluded share price of $3.61 represents an implied discount of approximately 3.6% compared to Quantum’s market share price.

Stock Price

 Sum of

 Reporting Units

 Concluded Fair Value

$
679,700

 Unallocated Cash, Investments & Interest-Bearing Debt

(4,239
)

 Consolidated Quantum

$
675,461

 Shares Outstanding

187,300

 Concluded Share Price (Marketable, Controlling Basis)

$
3.61

March 31, 2006

 Concluded Share Price (Marketable, Controlling Basis)

$
3.61

 Quantum Share Price (Marketable, Minority Basis)

$
3.74

 Premium to Market

-3.6
%

 In addition, the concluded share price represents an implied discount of approximately 9.8% to Lehman
Brothers’ minority price target of $4.00. Thus, Quantum management concluded that the determined values of the business units in aggregate appear reasonable.

 Statement of the Company

 As requested by the Staff, the Company hereby acknowledges that:

•
the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•
staff comments or changes to disclosure in response to staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the
filing; and

•
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.

 We hope that you will find the foregoing responsive to the Staff’s comments. If you have any further questions or
comments, please direct these to me at (425) 895-3187. In addition, we would request that you provide a facsimile of any additional comments that you may have to my attention at (425) 895-3370. Thank you for your assistance.

 Sincerely,

 /s/ JON GACEK

Jon W. Gacek

Executive Vice President and Chief Financial Officer

Quantum Corporation

December 4, 2006

Room 4561

Mr. Edward J. Hayes Jr.
Executive Vice President, Finance and
  Chief Financial Officer
Quantum Corporation
1650 Technology Drive
San Jose, CA 95110

Re: Quantum Corporation
 Form 10-K for Fiscal Ye ar Ended March 31, 2006
 Filed June 12, 2006
 File No. 001-13449

Dear Mr. Hayes:

We have reviewed the above referenced filing and have the following comments.
Please note that we have limited our review  to the matters addr essed in the comments
below.  Where indicated, we think you shoul d 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.  Pl ease 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 or may not 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 Year Ended March 31, 2006

Management's Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Estimates and Policies

Goodwill and Intangible Assets, page 32
1. We note your disclosure that goodwill is reviewed for impairment on an annual
basis.  Tell us, and in future filings consider disclosing, your annual goodwill impairment evaluation date and identify your reporting units.

Mr. Edward J. Hayes
Quantum Corporation
December 4, 2006 Page 2
Consolidated Financial Statements

Consolidated Statements of Operations, page 50
2. We note your classification of a loss on litigation settlement as a non-operating
cost.  Based on disclosures under Note 14, it appears this cost relates to additional
consideration paid to StorageTek for a license granted to you.  Please explain in
reasonable detail your basis for classify ing the cost as non-operating when it
appears to be operating in nature.

Notes to Consolidated Financial Statements

Note 13: Income Taxes, page 73
3. We note that you increased your income tax valuation allowance by approximately $64 million during the year ended March 31, 2006.  Please clarify for us where the offsetting charge is recorded in your financial statements.

Note 16: Business Segment Information and Geographic Information, page 77
4. We note that your Storage Systems Segment incurred operating losses of
approximately $53 million, $39 million and $58 million for the fiscal years ended
March 31, 2000, 2005 and 2004, respectively.  We further note that the Storage
Systems Segment contained goodwill of approximately $23 million and intangible assets of approximately $19 million as of  March 31, 2006.  In view of the recent
cumulative operating losses, please clarif y how you concluded that impairment of
goodwill and intangible assets in the Storag e System Segment was not required as
of March 31, 2006.  Tell us the cash provided by, or used in, operations for each segment in the years 2004, 2005 and 2006.  Further, please provide reasonably detailed summaries of your goodwill and other intangible assets impairment
evaluations for both of your segments and relate the combined valuations of your
segments to the Company’s market capita lization.  Refer to paragraph 36 of SFAS
142 for goodwill and paragraph 8(e) of SFAS 144 for other intangible assets.  We may have further comment.

 * * * * * * *

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  Please submit all
correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  You may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cove r letter with any amendment that keys your
responses to our comments and provides any requested information.  Detailed cover

Mr. Edward J. Hayes
Quantum Corporation
December 4, 2006 Page 3
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing any amendment and your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing review ed 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.

 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.

You may contact David E dgar, Staff Accountant, at (202) 551-3459 or the
undersigned at (202) 551-3730 if you have any questions regarding these comments.

Sincerely,

Craig Wilson
Senior Assistant Chief Accountant

Room 4561
January 25, 2006

Mr. Richard E. Belluzo
Chief Executive Officer
Quantum Corporation
1650 Technology Drive
Suite 800
San Jose, California 95110

Re: Quantum Corporation
Form 10-K for the Fiscal Year Ended March 31, 2005
  Filed June 8, 2005
  Form 8-K
  Filed October 27, 2005
  File No. 1-13449

Dear Mr. Belluzo,

We have reviewed your response letter dated October 21, 2005, as well as the
filings referenced above, and have the follo wing comments.  Where 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 detaile d as necessary in your explan ation.  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 comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Richard E. Belluzo
Quantum Corporation
January 25, 2006 Page 2
Form 10-K for the Fiscal Year Ended March 31, 2005

Item 7. MD&A of Financial Condi tion and Results of Operations

Critical Accounting Policies, page 17
1. We have read your response to our prior comment number 1 and believe that disclosures regarding how accurate your  estimates related to warranties and
contingent tax accruals have been in the past, how much these estimates have changed, and whether these estimates are reasonably likely to change in the future should be provided within the critical acc ounting policies section. We believe this
will allow readers to gain an understanding of the relevant accounting policies and
related estimates and evaluate those policies and estimates within the context provided by the required quantitative info rmation. Please revise your disclosures
to ensure your critical accounting policies section is complete.

Revenue recognition, page 50
2. Please revise your revenue recognition di sclosures to explain your process for
recognizing royalty revenues.  Explain that you substantiate delivery through obtaining periodic, timely unit reports from licensees that include quantity of units
sold to end users that are subject to royalties.  In addition, clarify how you
determine the amount of revenue to r ecord using the royalty agreements.

GAAP to Non-GAAP Reconciliation of Consolid ated Statements of Operations, pages 79
through 82
3. Please explain to us why you believe labeli ng restructuring items as “special” is
sufficiently different than labeling items as “non-recu rring,” “infrequent,” or
“unusual” as contemplated by Item 10(e)(1)(ii)(B).
4. We have read your response to prior comment number 6 and note that you have
not proposed any additional disclosures related to your non-GAAP information.
Question 9 of the FAQ indicates that presenting a non-GAAP financial measure
that eliminates recurring charges will depend on all the facts and circumstances.
If there is a past pattern of the charges, no articulate d demonstration that such
charges will not continue, and no other unusua l reason that you can substantiate to
identify the special nature of the charge , it would be difficult for you to meet the
burden of disclosing why the non-GAAP financ ial measure is useful to investors.
Similarly, Question 8 of the FAQ indicates that, while there is no per se prohibition against removi ng a recurring item, you must  meet the burden of
demonstrating the usefulness of any m easure that exclude s recurring items,
especially if the non-GAAP measure is us ed to evaluate performance.  Such
measures more likely would be permi ssible if you reasonably believe that the

Richard E. Belluzo
Quantum Corporation
January 25, 2006 Page 3
financial impact of the item will disappear  or become immaterial within a near-
term finite period.  In addition, we believe  more robust disclosures are required in
both your filed and furnished documents  that contain non-GAAP information,
including:

ƒ Why the adjustments are necessary in evaluating your overall financial and operating performance and why the excluded items should not be
considered. For example, it remain s unclear to us why recurring
restructuring activities that appear  to be critical  to the ongoing
performance of your business should be ignored in assessing your performance;
ƒ The material limitations associat ed with the use of the non-GAAP
financial measures; and
ƒ The manner in which management compensates for the limitations when using the non-GAAP measures.
Please note that we believe your disclosu res should provide detailed information
regarding each non-GAAP measure a nd each exclusion from the GAAP
information.  In addition, you should specifi cally define any references to items
such as “overall financial performa nce,” “operating performance” and “core
operating performance” as companies and investors may differ as to what these terms represent and how each should be determined.  We may have further
comment.

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  Please submit all
correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  You may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cove r letter with any amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing any amendment and your responses to our comments.

You may contact Stathis Kouninis, Staff Accountan t, at (202) 551-3476, Mark
Kronforst, Senior Staff Acc ountant at (202) 551-3451 or me at (202) 551-3489 if you
have any questions regard ing these comments.

       S i n c e r e l y ,

       B r a d  S k i n n e r
      Accounting Branch Chief

Room 4561
April 27, 2006

Mr. Richard E. Belluzo
Chief Executive Officer
Quantum Corporation
1650 Technology Drive
Suite 800
San Jose, California 95110

Re: Quantum Corporation
Form 10-K for the Fiscal Year Ended March 31, 2005
  Filed June 8, 2005
  File No. 1-13449

Dear Mr. Belluzo,

We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

       S i n c e r e l y ,

       B r a d  S k i n n e r
      Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

March 29, 2006

Via EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:

Brad Skinner

Mark Kronforst

Re:

Quantum Corporation

Review of Form 10-K for the fiscal year ended March 31, 2005

     Filed June 8, 2005 and Form 8-K filed October 27, 2005

File No. 1-13449

Ladies and Gentlemen:

        Quantum Corporation (the "Company") submits this letter in response to comments from the Staff of the Securities and Exchange Commission (the "Staff") received by
letter dated March 15, 2006 relating to the Company's Form 10-K for the fiscal year ended March 31, 2005, filed June 8, 2005, and Form 8-K filed on October 27, 2005.

        In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company's response.

Form 10-K for the Fiscal Year Ended March 31, 2005

GAAP to Non-GAAP Reconciliation of Consolidated Statements of Operations, pages 79 through 82

1.

We have read your response to prior comment number 3 and note that you define "special charges" as non-recurring, infrequent and unusual items.  Please explain to us how your presentation, included in this document
that was filed with the Commission, complies with Item 10(e)(1)(ii)(B).  In this regard, it is unclear to us why you believe it was appropriate to exclude these restructuring charges from your GAAP results considering that similar charges appear to have been
incurred within the two-year period contemplated by Item 10(e)(1)(ii)(B).

Response:

In response to your comments, we have discontinued the practice of labeling restructuring charges as special.   In addition, we are nearing the end of several significant transition events
(described in more detail below) and do not expect to exclude restructuring charges from non-GAAP financial measures beyond FQ4 ’06 (our fiscal quarter ending March 31, 2006).

Regarding the referenced filing, we excluded restructuring charges from our non-GAAP results in our Form 10-K for the Fiscal Year Ended March 31, 2005 for several reasons.

First, investors have been explicit in telling us that, at least in part, they view and monitor our business in this manner because it allows them to better understand the fundamentals of our business during a time of
significant change within the Company and our industry, specifically by providing insight into our likely operating results as we move forward beyond these transition events.  For the same reasons, our management has regularly used non-GAAP financial measures
that exclude restructuring charges internally to understand, manage, and evaluate our business, make operating decisions and in our forecasting activities.

Another reason we have excluded restructuring charges from our non-GAAP financial measures is to facilitate comparison to our historical operating results, which were presented in this manner.

We have also excluded restructuring charges from our non-GAAP financial measures because, although as a general category we have incurred “restructuring charges” in prior quarters, the restructuring charges
incurred in each individual quarter related to distinct and dissimilar events.  As noted above, these events have unfolded against a backdrop of significant change in our industry driven by a challenging and competitive environment, and include mergers and
acquisition activity and outsourcing and other significant changes in our manufacturing and repair strategies.  For example, in fiscal year 2006, we have incurred $13.0M in restructuring charges to date through Q3, which primarily consist of the following four
distinct events: (a) the closure of our Dundalk Ireland repair facility ($8.0M) due to a decision to outsource repair, (b) vacant facilities associated with the financing of our Colorado facility ($1.9M) which was driven by different contract terms which extended the
leases, (c) headcount restructuring following the decision to consolidate our two business units into one ($1.7M), and (d) the realignment of engineering following product transitions ($1.5M).    Similarly in fiscal year 2005, restructuring events
included the following:  (a) headcount reductions and related facility costs associated with the decision to centralize and geographically realign functional groups, i.e. finance, HR, IT, and engineering, as a result of acquisitions ($8.1M), and  (b)
inventory and headcount reduction costs as a result of a decision to liquidate a legal entity and outsource the manufacture of certain product lines ($2.4M).  Each of these events was triggered by separate actions and served different purposes.

Although the restructuring charges associated with a particular event may have impacted more than one quarter, they typically spanned a relatively short period of time. We thus felt that it was not contrary to the intent of
Item 10(e)(1)(ii)(B) to exclude them.  We also felt that the result should not change simply because we have had to undergo a number of these dissimilar events that have overlapped to some degree.

Finally, we excluded restructuring charges from our non-GAAP financial measures because we did not expect them to continue.  The challenges for the Company and our industry have been greater than anticipated and it has
taken longer than expected to complete the significant transition events discussed above.  However, we are now nearing the end of these events, and do not expect to exclude restructuring charges from our non-GAAP financial measures beyond FQ4
’06.

We would be happy to discuss these matters with you in greater detail if that would be helpful.

2.

In view of the nature, content and format of your presentation, we question whether it complies with Item 100(b) of Regulation G. In this regard we note that presentation of a full non-GAAP Statement of Operations may
create the unwarranted impression that the presentation is based on a comprehensive set of accounting principles

Response:

Beginning with our 8-K filing on October 27, 2005,we have discontinued the practice of presenting a full non-GAAP Statement of Operations in our filings following the Commission’s
comments.

       We hope that you will find the foregoing responsive to the Staff's comments.  If you have any further questions or comments, please direct these to me at 408-944-6500.  In
addition, we would request that you provide a facsimile of any additional comments that you may have to my attention at 408-944-6501.  Thank you for your assistance.

        Sincerely,

/s/    EDWARD J. HAYES, JR.

Edward J. Hayes, Jr.

Executive Vice President, Finance and

 Chief Financial Officer

Quantum Corporation

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Room 4561
March 15, 2006

Mr. Richard E. Belluzo
Chief Executive Officer
Quantum Corporation
1650 Technology Drive
Suite 800
San Jose, California 95110

      Re:	Quantum Corporation
      Form 10-K for the Fiscal Year Ended March 31, 2005
		Filed June 8, 2005
		Form 8-K
		Filed October 27, 2005
		File No. 1-13449

Dear Mr. Belluzo,

      We have reviewed your response letter dated February 28,
2006
and have the following comments.  Where 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.  After reviewing this information,
we
may raise additional comments.

      Please understand that the purpose of our review 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 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 for the Fiscal Year Ended March 31, 2005

GAAP to Non-GAAP Reconciliation of Consolidated Statements of
Operations, pages 79 through 82

1. We have read your response to prior comment number 3 and note
that
you define "special charges" as non-recurring, infrequent and
unusual
items.  Please explain to us how your presentation, included
within
this document that was filed with the Commission, complies with
Item
10(e)(1)(ii)(B).  In this regard, it is unclear to us why you
believe
it was appropriate to exclude these restructuring charges from
your
GAAP results considering that similar charges appear to have been
incurred within the two-year period contemplated by Item
10(e)(1)(ii)(B).

2. In view of the nature, content and format of your presentation,
we
question whether it complies with Item 100(b) of Regulation G.  In
this regard we note that presentation of a full non-GAAP Statement
of
Operations may create the unwarranted impression that the
presentation is based on a comprehensive set of accounting rules
or
principles.

      As appropriate, please amend your filing and 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.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

      You may contact Mark Kronforst, Senior Staff Accountant at
(202) 551-3451 or me at (202) 551-3489 if you have any questions
regarding these comments.

							Sincerely,

							Brad Skinner
						Accounting Branch Chief
??

??

??

??

Richard E. Belluzo
Quantum Corporation
March 15, 2006
Page 1

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Correspondence

February 28, 2006

Via EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:

Brad Skinner

Mark Kronforst

Stathis Kouninis

Re:

Quantum Corporation

Review of Form 10-K for the fiscal year ended March 31, 2005

     and Form 8-K filed October 27, 2005

File No. 1-13449

Ladies and Gentlemen:

        Quantum Corporation (the "Company") submits this letter in response to comments from the Staff of the Securities and Exchange Commission (the "Staff") received by letter dated January 25, 2006
relating to the Company's Form 10-K for the fiscal year ended March 31, 2005, filed June 8, 2005, and Form 8-K filed on October 27, 2005.

        In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company's response.

10-K for the Fiscal Year Ended March 31, 2005

Item 7, MD&A of Financial Condition and Results of Operations

Critical Accounting Policies, page 17

1.

We have read your response to our prior comment number 1 and believe that disclosures regarding how accurate your estimates related to warranties and contingent tax accruals have been in the past, how much these estimates have changed, and whether these
estimates are reasonably likely to change in the future should be provided within the critical accounting policies section.  We believe this will allow readers to gain an understanding of the relevant accounting policies and related estimates and evaluate those
policies and estimates within the context provided by the required quantitative information.  Please revise your disclosures to ensure your critical accounting policies section is complete.

Response:

We will revise our disclosure related to warranties in future filings as follows:

We estimate future failure rates based upon both historical product failure data and anticipated future failure rates. Similarly, we estimate future costs of repair based upon both historical data and anticipated future costs.  The Company uses a model and
exercises considerable judgment in determining the underlying estimates.  While our judgment requires an element of subjectivity for all of our products (for example, historical rates of return are not completely indicative of future return rates and we must
therefore exercise judgment with respect to future deviations from our historical return rate), our judgment is subject to a greater degree of subjectivity with respect to newly introduced products because of the lack of past experience with those products upon which
to base our estimates.   We recently introduced a number of new products, of which we are in the early stages of volume shipment and we are experiencing improved quality on our existing products which both influence failure rates.  When actual failure
rates differ significantly from our estimates, we record the impact of these unforeseen costs or cost reductions in subsequent periods and update our assumptions and forecasting models accordingly.  As our new products mature and we continue to experience
improved quality on our existing products, we are able to improve our estimates with respect to these products.  Therefore, it is reasonably likely that we will have to update our assumptions for failure rates (and, therefore, warranty expense liability) in the
future, particularly given that we recently introduced a number of new products of which we are in the early stages of volume shipment.

Similarly, we are in the process of consolidating and outsourcing manufacturing repair sites, which affect the future costs of repair.  Our expected costs associated with this outsourcing initiative consist of outsourcing product repairs to third parties,
with whom we negotiate on-going outsourcing arrangements, as well as transition costs from-in house repair to outsourcing.   If the actual costs were to differ significantly from our estimates, we would record the impact of these unforeseen costs or cost
reductions in subsequent periods.   For example, as disclosed in Note 9 “Accrued Warranty and Indemnifications” to the Condensed Consolidated Financial Statements, we recorded adjustments to warranties issued in the prior fiscal year as
additional information impacting the calculation of warranty provision subsequently became available.

We will revise our disclosures related to contingent tax accruals in future filings as follows:

Quantum believes that, based on current applicable tax laws, it has provided adequate amounts and recorded liabilities for probable and estimable tax adjustments that may be proposed by various taxing authorities in the U.S., state, and foreign
jurisdictions.  These estimated liabilities are recorded on a quarterly basis and estimates are revised based upon new information that was not available at the time of prior estimates.  Our estimates have in the past been subject to change and we expect
that some of our estimates will be subject to change in the future.  While our estimated liabilities are recorded based upon existing tax laws, events may occur in the future that indicate payments of these amounts will be less than estimated, in which event
reversals of these liabilities would create tax benefits that we would recognize in the periods when we determine that the liabilities have been reduced.  Conversely, events may occur in the future that indicate that payments of these amounts will be greater
than estimated, in which event we would record tax charges and additional liabilities.  For example, we may in the future decide to negotiate with tax authorities regarding our tax liability in a particular jurisdiction, which could result in a different outcome
than our expected liability.  In addition, the regulatory audit statute of limitations for a particular jurisdiction may expire without Quantum becoming subject to an audit by that jurisdiction or an audit may occur but result in a smaller tax liability than we
had estimated, and we would no longer be required to incur any or all of the liability for that audit, as the case may be. For example, in the third quarter of fiscal year 2005, we reversed $15.6 million of contingent tax accruals related to a more favorable than
expected outcome of the IRS audit of the fiscal years ending March 31, 1997, 1998, and 1999.

Revenue recognition, page 50

2.

Please revise your revenue recognition disclosures to explain your process for recognizing royalty revenues.  Explain that you substantiate delivery through obtaining periodic, timely unit reports from licensees that include quantity of units sold to
end users that are subject to royalties.  In addition, clarify how you determine the amount of revenue to record using the royalty agreements.

Response:

We will revise our revenue recognition disclosures in our future filings as follows:

Quantum licenses certain intellectual property to third party manufacturers under arrangements that are represented by master contracts, allowing these third party manufacturers
to manufacture and sell certain of our products.  As consideration for licensing the intellectual property, the licensees pay us a per-unit royalty for sales of their products
that incorporate the licensed technology.  On a periodic basis, the licensees provide us with unit reports that include the quantity of units sold to end users subject to
royalties.  We recognize revenue based on the unit reports, which are provided to us in a timely fashion.  The unit report substantiates that the delivery has occurred. Royalty revenue is measured by multiplying the units sold as reflected in the unit reports by the royalty per unit in accordance with the royalty agreements.  Royalty payments are made on a per unit basis at a stipulated per unit amount.

GAAP to Non-GAAP Reconciliation of Consolidated Statements of Operations, pages 79 through 82

3.

Please explain to us why you believe labeling restructuring items as “special” is sufficiently different than labeling items as “non-recurring,” “infrequent,” or “unusual” as contemplated by Item
10(e)(1)(ii)(B).

Response:

Historically, the Company has categorized restructuring charges as “special charges”. Special charges are non-recurring, infrequent and unusual items.  As noted under response 4 below, over the past
several years, the Company has considered restructuring charges to be non-recurring and the charges have been historically excluded from non-GAAP results.  The special charges in our past filings
derive from a series of distinct and unique events during a period of transition for the Company.  These events include, but are not limited to, the disposition of HDD, the sale of the NAS business, the outsourcing of manufacturing and repair operations,
consolidations of operations to support our QSD and QSS business segments and integration of operations as a result of the acquisition of Benchmark and Certance.  However, the Company is nearing the end of a significant transition and does not expect to exclude
restructuring charges from non-GAAP financial measures beyond FQ4 ’06.

4.

We have read your response to prior comment number 6 and note that you have not proposed any additional disclosures related to your non-GAAP information.  Question 9 of the FAQ indicates that presenting a non-GAAP financial measure that eliminates
recurring charges will depend on all the facts and circumstances.  If there is a past pattern of the charges, no articulated demonstration that such charges will not continue, and no other unusual reason that you can substantiate to identify the special nature
of the charge, it would be difficult for you to meet the burden of disclosing why the non-GAAP financial measure is useful to investors.  Similarly, Question 8 of the FAQ indicates that, while there is no per se prohibition against removing a recurring item, you
must meet the burden of demonstrating the usefulness of any measure that excludes recurring items, especially if the non-GAAP measure is used to evaluate performance.  Such measures more likely would be permissible if you reasonably believe that the financial
impact of the item will disappear or become immaterial within a near-term finite period.  In addition, we believe more robust disclosures are required in both your filed and furnished documents that contain non-GAAP information, including:

   •

Why the adjustments are necessary in evaluating your overall financial and operating performance and why the excluded items should not be considered.  For example, it remains unclear to us why recurring restructuring activities that appear to be
critical to the ongoing performance of your business should be ignored in assessing your performance;

   •

The material limitations associated with the use of the non-GAAP financial measures; and

   •

The manner in which management compensates for the limitations when using the non-GAAP measures.

Please note that we believe your disclosures should provide detailed information regarding each non-GAAP measure and each exclusion from the GAAP information.  In addition, you should specifically define any references to items such as “overall
financial performance,” “operating performance” and “core operating performance” as companies and investors may differ as to what these terms represent and how each should be determined.

Response:

In addition to GAAP results, management has found, and has been told by investors, that the supplemental non-GAAP financial measures have been particularly useful in assessing the Company’s
performance over the last few years because of significant transitions that have occurred.   The Company has taken steps to return to profitability following the sale of the HDD business and decline in revenues including restructuring
activities related to various acquisitions and divestitures and changes in Quantum’s manufacturing and repair activities.  The financial impact of these restructuring activities is large relative to Quantum’s quarterly financial
performance and by excluding these charges, which are non-recurring in nature, it allows management and investors to better understand the Company’s business during a time of significant transition.  Management
has communicated to investors in quarterly press releases and earnings calls that the Company has experienced significant transitions over the last few years, however these transition activities are nearing completion and Quantum does not expect to continue to
exclude restructuring charges from non-GAAP financial measures beyond FQ4 ’06.

With our FQ3 ’06 press release, the Company provided detailed information regarding each non-GAAP measure and plans to continue to do so in future furnished and filed documents when non-GAAP measures are shown.  Please see the
press release in Exhibit A.  Additionally, the Company has excluded references to multiple terms such as “overall financial performance”, “core operating performance”, and “operating performance” in order to clarify the
financial terms used.  Beginning in FQ1 ’07, the Company will exclude stock compensation expense and amortization of intangibles from its non-GAAP results; all other financial results will be included in both the GAAP and non-GAAP financials results.

       We hope that you will find the foregoing responsive to the Staff's comments.  If you have any further questions or comments, please direct these to me at 408-944-6500.  In addition, we would request that you provide a
facsimile of any additional comments that you may have to my attention at 408-944-6501.  Thank you for your assistance.

        Sincerely,

/s/    EDWARD J. HAYES, JR.

Edward J. Hayes, Jr.

Executive Vice President, Finance and

 Chief Financial Officer

Quantum Corporation

Exhibit A   Press release, dated January 31, 2006.

QUANTUM CORPORATION INCREASES REVENUE AND GENERATES PROFIT IN FISCAL THIRD QUARTER

Delivers Improved Sequential Performance in Revenue, Gross Margins, Operating Expenses and Net Income

SAN JOSE, Calif., Jan. 31, 2006 - Quantum Corp. (NYSE:DSS), a global leader in storage, today announced that revenue for its fiscal third quarter (FQ3’06), ended Dec. 26, 2005, was $218 million, up 8 percent over the same quarter last year
(FQ3’05). While the year-over-year increase mainly reflected the contribution from Quantum’s acquisition of Certance in January 2005, revenue also grew 7 percent sequentially. Quantum had a small GAAP profit of $819 thousand, or breakeven on a per diluted
share basis. This was down from the 8-cent per diluted share profit in the comparable quarter last year, largely because of a one-time $12.1 million tax benefit in that quarter, but represented a solid improvement over the 7-cent per diluted share loss in the second
quarter of fiscal year 2006 (FQ2’06).

In FQ3’06, the company had $11.7 million in non-GAAP net income, its highest level in four years, and non-GAAP earnings per diluted share of 6 cents. This was up 1 cent per diluted share from FQ3’05 and 5 cents per diluted share sequentially. (For a
reconciliation of GAAP to non-GAAP figures, please see the accompanying tables under the section on “Use of Non-GAAP Financial Measures.”)

“In the December quarter, we managed through some continuing transition challenges to achieve the significant improvement in our financial performance that we’ve said we expected in the second half of our fiscal year,” said Rick Belluzzo,
chairman and CEO of Quantum. “Revenue, gross margins and earnings per share were all solidly higher than in the first two quarters, and we continued to manage expenses. In addition, our non-GAAP net income was the highest it’s been since 2001, reflecting
all the work we’ve done to strengthen our operational foundation, integrate Certance and successfully execute on this year’s series of exciting new product introductions.”

The GAAP and non-GAAP gross margin rates in FQ3’06 were 29 percent and 31 percent, re

CORRESP
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filename1.htm

Quantum Corporation

Via EDGAR

January 31, 2006

Attn:

Brad Skinner

Mark Kronforst

Stathis Kouninis

Re:

Quantum Corporation

Review of Form 10-K for the fiscal year ended March 31, 2005

     and Form 8-K filed October 27, 2005

File No. 1-13449

Dear Mr. Stathis Kouninis,

      Quantum Corporation received a comment letter dated January 25, 2006, regarding the review by the SEC of Quantum’s Form 10-K for the year ended March 31, 2005, filed June 8, 2005, and Form
8-K filed on October 27, 2005.  Your comment letter indicated that the Company should respond to your comments within ten business days (i.e., February 8, 2006).   However, because of the additional work that the Company must undertake in order to
respond properly to your letter, we will file our response via Edgar no later than Tuesday, February 28, 2006.

We appreciate the extension.  It will allow us time to research and formulate thorough responses to the SEC comments.

Sincerely,

/s/    EDWARD J. HAYES, JR.

Edward J. Hayes, Jr.

Executive Vice President, Finance and

 Chief Financial Officer

Quantum Corporation

CORRESP
1
filename1.htm

Correspondence

October 21, 2005

Via EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:

Brad Skinner

Mark Kronforst

Stathis Kouninis

Re:

Quantum Corporation

Form 10-K for the fiscal year ended March 31, 2005

File No. 1-13449

Ladies and Gentlemen:

        Quantum Corporation (the "Company") submits this letter in response to comments from the Staff of the Securities and Exchange Commission (the "Staff") received by letter dated September 20, 2005 relating to the
Company's Form 10-K for the fiscal year ended March 31, 2005.

        In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company's response.

10-K for the Fiscal Year Ended March 31, 2005

Critical Accounting Policies, page 17

1.

We note that you apply certain critical accounting policies that have affected your financial results due to the changes in the underlying estimates and assumptions.  For example, we note that your results have been affected in the past by changes to
estimates related to warranties, restructuring activities, and contingent tax exposures.  Please tell us how you considered disclosing how accurate your estimates have been in the past, how much the estimates have changed, and whether your estimates are
reasonably likely to change in the future.  Address how you have analyzed your estimates’ specific sensitivity to change and whether you have provided appropriate quantitative information that is reasonably available.  Refer to Section V of SEC
Release 33-8350 for further guidance

Response:

Our accounting judgments are based upon both internal and external factors, many of which are uncertain at the time that we must make the judgment.  The Company has critical accounting policies for warranties, restructuring activities, contingent tax
exposures, revenue recognition, inventory valuation, and estimates of impairment for goodwill and intangible assets.  On a quarterly basis, the Company reviews prior estimates against the current estimates and analyzes the reasons for changes including changes
in underlying assumptions.  Changes in assumptions can occur and are typically due to conditions that did not exist previously nor were anticipated and reasonable quantitative information was not available at the time of the estimate. For our critical accounting
policies, significant changes in estimates are disclosed in our 10-K.  The significant changes in estimates are discussed below.

•

Warranties include estimates related to current year units and prior years’ units under warranty.  A component of the warranty estimate is the average cost to repair that is based on both a review of historical data and anticipated future costs.
For example, as discussed on pages 16 and 21 of our 2005 10-K for the fiscal year ended March 31, 2005, the average cost to repair our products increased relative to our fiscal year ended March 31, 2004 due to the increased volatility in repair drive volume for
fiscal year 2005. The fiscal year 2005 warranties estimate therefore included a $3.1 million adjustment for warranties issued in the prior fiscal year based upon this increase.  This adjustment is also disclosed in Note 10 to the financial statements.

•

Restructuring activities are subject to SFAS no. 112 and are recorded at the date of the Company’s commitment to an exit plan.  At the time of each event, a firm plan is put in place and approved, and all circumstances and assumptions available at the
time that the commitment is made are evaluated to calculate a reasonable estimate.  On a quarterly basis, these circumstances and assumptions are reassessed and the estimate is revised as necessary to reflect any new or different information or assumptions that
have arisen since the time of the prior estimate. For example, as noted on pages 24 and 60 of our fiscal year 2005 10-K, a portion of our expected severance and benefits, and facilities costs were reversed due to conditions that did not previously exist.

•

Contingent tax accruals are reviewed on a quarterly basis and estimates are revised based upon new information that was not available at the time of the estimate.  Contingent tax accruals are estimated based upon whether it is probable that a future tax
benefit cannot be taken.  If it is not probable, then the future tax benefit is reserved as a contingent tax accrual.  Contingent tax accruals are reviewed on a quarterly basis and estimates are revised based upon new information that was not available at
the time of the prior estimates.  For example, as discussed on page 27 of our 2005 10-K,  $15.6 million of the contingent tax accrual was reversed due to the execution of a Settlement Agreement with Maxtor Corporation well as the resolution of the Internal
Revenue Service’s audit of the Company’s fiscal years ending March 31, 1997, 1998, and 1999.

•

Goodwill and intangible assets are assessed quarterly.  As discussed on page 25 of our 2005 10-K, in 2003, there were charges related to the adoption of SFAS No. 142 and also impairment charges primarily caused by the deterioration in the market values of
comparable companies and a reduction in anticipated future cash flows.  Although an analysis is done quarterly and assumptions are changed according to outside market conditions as well as company performance, the assumptions have not resulted in additional
impairment charges since fiscal 2003.

Liquidity and Capital Resources, page 29

2.

We note that you do not appear to provide explanations of the underlying reasons for changes in your operating assets and liabilities that significantly affect your operating cash flows each period.  Explaining the reasons for significant changes in
balance sheet items such as your accounts receivable and other assets and liabilities would assist readers in assessing the quality of your cash flows.  Please explain to us how you have complied with Section IV.B.1 of SEC Release 33-8350.

Response:

With respect to the fiscal year ended March 31, 2005, the increase in accounts receivable from our fiscal year ended March 31, 2004 was primarily due to the additional accounts receivable associated with the Certance acquisition, partially offset by lower revenue
from Quantum products. On page 20 of our 10-K, we discussed the decrease in our revenue levels from the prior fiscal year.  Income taxes payable was lower compared to the prior fiscal year primarily due to release of a contingent tax accrual related to the
execution of a Settlement Agreement with Maxtor Corporation on December 23, 2004 as well as the resolution of the Internal Revenue Service’s audit of our fiscal years ending March 31, 1997, 1998, and 1999.  We have disclosed the material terms of the
release of contingent tax accrual on page 27 of our 10-K for the fiscal year ended March 31, 2005.  The decrease in accrued warranty primarily reflected a decrease in the installed base; the decrease in the installed base is mentioned on page 20.  Cash used
in paying down other liabilities reflected the impact of lower levels of operating expenses, which in turn result in lower liabilities associated with these balances.  On pages 22 – 23, we discussed the decrease in our operating expense levels from the
prior fiscal year.

We believe that our disclosures comply with Section IV.B.1 of SEC Release 33-8350 since readers are able to infer the relationship between various factors affecting our balance sheet accounts and levels of revenue and expenses in our 10-K.  However, in future
filings, we will enhance our disclosure with explanations of the underlying reasons for changes in our operating assets and liabilities that significantly affect our operating cash flows each period.

Revenue recognition, page 50

3.

Please explain to us the extent to which software is provided with, or embedded in, your products. Indicate whether you have recognized any portion of your revenue in accordance with SOP 97-2 and explain to us how you considered paragraph 2 of the SOP as it
applies to any of your product offerings that include software.

Response:

Paragraph 2 of SOP 97-2 states that “this SOP provides guidance on when revenue should be recognized and in what amounts for licensing, selling, leasing, or otherwise marketing computer software. fn 1 It should be applied to those activities by
all entities that earn such revenue. It does not apply, however, to revenue earned on products or services containing software that is incidental fn 2 to the products or services as a whole.

Footnote 2 of SOP 97-2 Software Revenue Recognition states that “Indicators of whether software is incidental to a product as a whole include (but are not limited to) (a) whether the software is a significant focus of the marketing effort or is sold
separately, (b) whether the vendor is providing post-contract customer support, and (c) whether the vendor incurs significant costs that are within the scope of FASB Statement No. 86, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise
Marketed.

The following describes the nature of the software provided with, or embedded in, our products:

•

DLTSage is a suite of predictive and preventive management software tools that help customers to diagnose, plan, and manage their tape storage investments.  It monitors and reports on certain tape drive performance metrics to allow the customer to know
whether the drives are performing optimally.

•

DLTIce enables customers to configure the tapes used in the DLT drives as WORM (Write-Once, Read Many).  This software essentially facilitates the format in which information is stored on and retrieved from DLT tape cartridges.

•

The software embedded in DLTxchange enables the exchange of High Definition and Standard Definition video assets among professional video applications and systems.

•

The software provided with the DX series of products is a system firmware and provides the functionality similar to a tape library by improving backup and restoring performance and reliability.

The above software provided with, or embedded in, our products is incidental to the functionality of our product as a whole due to the following reasons:

•

Quantum sells storage devices, not software.

•

The software is not sold separately.

•

In general, customers cannot use Quantum’s software after they cease using Quantum’s storage devices.

•

There is no commitment to provide post contract support, and Quantum has historically not provided any such support for the software.

•

Quantum does not incur significant costs within the scope of FAS 86.

•

Quantum’s marketing and promotion efforts are primarily focused on the hardware enhancements or changes, not the software itself. For certain products with embedded software, Quantum’s marketing materials do not even discuss the software that is
embedded.

Therefore, we have concluded that the software is outside the scope of SOP 97-2.  Quantum quarterly reassesses relevant facts and circumstances to determine whether a change in the accounting literature followed is warranted.

4.

Please tell us more about your revenue recognition policy related to royalties.  Describe the material terms of your royalty arrangements and explain how you meet the applicable criteria in order to recognize this revenue.  Refer to the
authoritative literature that support your revenue recognition and explain how you comply with that literature.

Response:

We recognize revenue from royalties when the following four criteria are met in accordance with paragraph 1 of SEC SAB 104, Revenue Recognition:

•

Persuasive evidence of an arrangement exists,

•

Delivery has occurred,

•

The seller's price to the buyer is fixed or determinable, and

•

Collectibility is reasonably assured.

Our royalty arrangements are represented by master contracts.  Under these master contracts, we have licensed certain intellectual property to third party manufacturers, allowing them to manufacture and sell certain products (e.g., DLTtape, SDLTtape and LTO
format tape cartridges) using the licensed intellectual property.  As consideration for licensing this intellectual property, our licensees pay us a per-unit royalty for sales of their products that incorporate the licensed technology.

In accordance with our royalty arrangements, our licensees provide us with unit reports that include the quantity of units sold to end users that are subject to royalties, on a periodic basis.  We recognize revenue based on the unit reports, which are
provided to us in a timely fashion.  The unit report substantiates that the delivery has occurred. We then measure our royalty revenue by multiplying the units sold per the unit reports by the royalty per unit.  In accordance with the royalty agreements,
royalty payments to us from our licensees are made on a per unit basis at a stipulated per unit amount and therefore, the price is fixed or determinable.  These reports have been accurate as evidenced by the subsequent collection of royalty payments as compared
with the unit reports.

Note 7. Special Charges, page 59

5.

Please explain to us why you began to account for severance charges in accordance with SFAS 112 in the second quarter of fiscal 2005.  Describe the changes from your previous restructuring activities and explain how those changes resulted in your
accounting for these charges in accordance with SFAS 112.

Response:

Up until Q2 FY05, Quantum recorded restructuring charges under FAS 146 guidance, as it had not established a past practice of providing similar termination benefits in connection with its various restructuring efforts.   Due to economic conditions,
Quantum reduced the termination benefits substantially over the years prior to Q2 FY05.  Throughout this period, in response to continually declining revenue, Quantum continued to revise and change the benefit formulas that it used to determine termination
benefits for its various employee groups.   Additionally, in Q1FY05, Quantum did not anticipate that any future restructurings would be required, believing that the end of Q1FY05 marked the completion of the process to adjust the Company’s cost
structure to a level appropriate in light of the Company’s anticipated reduced revenue levels.  As such, the termination benefits that Quantum provided prior to Q2 FY05 had been treated as one-time termination benefits under FAS 146.

However, during Q2 FY05, revised Quantum forecasts indicated that future restructurings were likely due to a continued decline in revenue and that future restructurings would likely involve termination benefit arrangements similar to those that were offered in the
Q1FY05 restructuring plan.  The Q2FY05 termination benefit packages were the same as the Q1 FY05 termination benefit packages, and subsequent termination benefit packages were, to the extent that future restructurings were to occur, expected to remain the same
or substantially similar in the foreseeable future. Restructuring benefits subsequent to Q2FY05 were the same except for those terminated employees in countries that had different statutory labor requirements for termination benefits.

SFAS 112 states that post-employment benefits that meet the conditions in paragraph 6 of Statement 43 shall be accounted for in accordance with that Statement. Paragraph 6 of Statement 43 states:

An employer shall accrue a liability for employees' compensation for future absences if all of the following conditions are met:

a.

The employer's obligation relating to employees' rights to receive compensation for future absences is attributable to employees' services already rendered,

b.

The obligation relates to rights that vest or accumulate,

c.

Payment of the compensation is probable, and

d.

The amount can be reasonably estimated.

Footnote 7 of FAS 146 states that absent evidence to the contrary,

CORRESP
1
filename1.htm

Quantum Corporation

Via EDGAR

September 30, 2005

Attn:

Brad Skinner

Mark Kronforst

Stathis Kouninis

Re:

Quantum Corporation

Form 10-K for the fiscal year ended March 31, 2005

File No. 1-13449

Re: Request for extension of response time to Mr. Stathis Kouninis’ September 20, 2005 comment letter on the Quantum Corporation Form 10-K for the year ended March 31, 2005

Dear Mr. Stathis Kouninis,

      Quantum Corporation requested, and you granted, an extension of time for filing a response on the above referenced matter. We have committed to respond no later than Friday, October 21, 2005
versus the initial requirement for filing by October 4, 2005.

    We appreciate the extension.  It will allow us time to research and formulate thorough responses to the SEC comments.

Sincerely,

/s/    EDWARD J. HAYES, JR.

Edward J. Hayes, Jr.

Executive Vice President, Finance and

 Chief Financial Officer

Quantum Corporation

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Room 4561
September 20, 2005

Mr. Richard E. Belluzo
Chief Executive Officer
Quantum Corporation
1650 Technology Drive
Suite 800
San Jose, California 95110

      Re:	Quantum Corporation
      Form 10-K for the Fiscal Year Ended March 31, 2005
		Filed June 8, 2005
		File No. 1-13449

Dear Mr. Belluzo,

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  Where 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 or may not raise additional comments.

      Please understand that the purpose of our review 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 comment 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 for the Fiscal Year Ended March 31, 2005

Item 7. MD&A of Financial Condition and Results of Operations

Critical Accounting Policies, page 17

1. We note that you apply certain critical accounting policies
that
have affected your financial results due to changes in the
underlying
estimates and assumptions.  For example, we note that your results
have been affected in the past by changes to estimates related to
warranties, restructuring activities, and contingent tax
exposures.
Please tell us how you considered disclosing how accurate your
estimates have been in the past, how much the estimates have
changed,
and whether your estimates are reasonably likely to change in the
future.  Address how you have analyzed your estimates` specific
sensitivity to change and whether you have provided appropriate
quantitative information that is reasonably available.  Refer to
Section V of SEC Release 33-8350 for further guidance.

Liquidity and Capital Resources, page 29

2. We note that you do not appear to provide explanations of the
underlying reasons for changes in your operating assets and
liabilities that significantly affect your operating cash flows
each
period.  Explaining the reasons for significant changes in balance
sheet items such as your accounts receivable and other assets and
liabilities would assist readers in assessing the quality of your
cash flows.  Please explain to us how you have complied with
Section
IV.B.1 of SEC Release 33-8350.

Item 8. Financial Statements

Notes to Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

Revenue recognition, page 50

3. Please explain to us the extent to which software is provided
with, or embedded in, your products. Indicate whether you have
recognized any portion of your revenue in accordance with SOP 97-2
and explain to us how you considered paragraph 2 of the SOP as it
applies to any of your product offerings that include software.

4. Please tell us more about your revenue recognition policy
related
to royalties. Describe the material terms of your royalty
arrangements and explain how you meet the applicable criteria in
order to recognize this revenue.  Refer to the authoritative
literature that supports your revenue recognition policy and
explain
how you comply with that literature.
Note 7. Special Charges, page 59

5. Please explain to us why you began to account for severance
charges in accordance with SFAS 112 in the second quarter of
fiscal
2005.  Describe the changes from your previous restructuring
activities and explain how those changes resulted in your
accounting
for these charges in accordance with SFAS 112.

GAAP to Non-GAAP Reconciliation of Consolidated Statements of
Operations, pages 79 through 82

6. It is unclear to us why your non-GAAP presentation is useful to
investors.  For example, we assume that your use of the acquired
technology, trademark and customer list assets is relevant to your
performance and the recurring amortization does not appear
dissimilar, for purposes of assessing your performance, to
depreciation on acquired tangible assets.  Please explain to us
why
the expense allocation reflecting the use of these assets should
not
be considered in assessing core operating performance, but the
revenue generated from using these assets should be considered.
In
addition, clarify for us why excluding the special charges from
your
non-GAAP measures is appropriate considering that these charges
are
recurring and the related restructuring activities appear to be
relevant to your future performance.  Refer to Item 10(e)(1)(C) of
Regulation S-K and Questions 8 and 9 of the Frequently Asked
Questions Regarding the Use of Non-GAAP Financial Measures (FAQ)
and
explain to us why you believe that each adjustment made to your
GAAP
results is appropriate and that the related disclosures are
adequate.

7. We note that you disclose several non-GAAP measures as a result
of
presenting a full statement of operations on a non-GAAP basis.
Each
line item, subtotal and total affected by your adjustments
represents
a separate measure for which you must provide specific and
meaningful
disclosures in order to comply with the guidance provided in Item
10(e)(1) of Regulation S-K and the related FAQ. Please explain to
us
how you concluded that your current disclosure is adequate for
each
individual non-GAAP measure presented.

      As appropriate, please amend your filing and 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.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have 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 filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
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 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      You may contact Stathis Kouninis, Staff Accountant, at (202)
551-3476, Mark Kronforst, Senior Staff Accountant at (202) 551-
3451
or me at (202) 551-3489 if you have any questions regarding these
comments.

							Very truly yours,

							Brad Skinner
						Accounting Branch Chief
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Richard E. Belluzo
Quantum Corporation
September 20, 2005
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