SecProbe.io

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 [Letterhead of Wachtell, Lipton, Rosen & Katz]

 March 19, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Division of Corporation Finance, Office of Mergers & Acquisitions
 Washington, D.C. 20549
 Attention:  Laura McKenzie

 Re:

 Seagate Technology Holdings Public Limited Company

 Schedule TO-T filed March 3, 2025, by Seagate Technology Holdings Public Limited Company

 File No. 005-50377

 Ladies and Gentlemen:

 On behalf of Irvine Acquisition Holdings, Inc. (“ Offeror ”) and Seagate Technology Holdings Public Limited Company (“ Seagate ” and, together
 with Offeror, the “ Filing Persons ”), we acknowledge receipt of the comment letter, dated March 13, 2025 (the “ Comment Letter ”), from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ SEC ”) concerning the above-captioned Schedule TO-T (the “ Schedule TO ”).  We
 submit this letter on behalf of the Filing Persons in response to the Comment Letter.  To facilitate the Staff’s review, we have reproduced the Staff’s comments in italics below.  Our response then follows each of the Staff’s comments.

 Concurrently with this letter, the Filing Persons are filing Amendment No. 2 to the Schedule TO-T, which reflects revisions made to the Schedule TO in response to the comments of the Staff.  Unless otherwise noted, the
 page numbers in the responses below refer to pages in the Offer to Purchase, dated March 3, 2025 (the “ Offer to Purchase ”), which is included as Exhibit (a)(1)(A) to the Schedule TO.  Capitalized terms used but
 not defined herein have the meaning given to such terms in the Offer to Purchase.

 U.S. Securities and Exchange Commission
 Division of Corporation Finance, Office of Mergers & Acquisitions
 March 19, 2025
 Page 2

 Staff Comment No. 1

 Schedule TO-T filed March 3, 2025

 General

 1. Please provide a detailed legal analysis explaining why Rule 13e-3 is not applicable to the transaction.  In your response, please address why the filing parties should not be considered “affiliates,” as defined in
 Rule 13e-3(a)(1), given that, among other matters, sales to Seagate represented approximately 90% of Intevac’s consolidated net revenues for the prior two fiscal years.  Additionally, we note Intevac’s disclosure beginning on page 26 of their
 Schedule 14D-9 filed March 3, 2025, regarding (i) the “significant commercial relationship with, and reliance on, Seagate for current and future sales,” (ii) the fact that if Seagate did not continue to do business with Intevac, which is not
 contractually required, it would be “challenging for Intevac to replace revenue lost from a decrease in purchases by Seagate,” and (iii) “statements by Seagate that it would begin to earnestly develop technology that could substantially reduce
 Intevac’s sales to Seagate.” Refer to the definition of “control” in Rule 12b-2, which includes “the possession . . . of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of
 securities, by contract or otherwise.”

 Response :

 The Offer and the Merger are not a Rule 13e-3 Transaction

 The Filing Persons, together with outside counsel, have reviewed carefully the possibility of the application of Rule 13e-3 under the Exchange Act to the transaction, and respectfully submit to the Staff that the Offer
 and the Merger is not a going-private transaction under Rule 13e-3.  The Filing Persons and their affiliates, therefore, are not required to file a Schedule 13E‑3.

 Rule 13e-3 applies to transactions to acquire equity securities of an issuer by the issuer or an affiliate of the issuer.  Rule 13e-3(a)(1) defines an “affiliate” of an issuer as “a person that directly or indirectly
 through one or more intermediaries controls, is controlled by, or is under common control with such issuer.”  “Control” is defined in Rule 12b-2 under the Exchange Act to mean the “possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.”  Under SEC
 Release No. 34-17719 (April 13, 1981) (the “ Interpretive Release ”), the determination of whether a person is in control of an issuer depends on “the particular facts and circumstances of each situation.”  The
 Filing Persons respectfully submit that the facts and circumstances of the Offer and the Merger do not support a conclusion that the Filing Persons have the ability “to direct or cause the direction of the management and policies” of Intevac.

 U.S. Securities and Exchange Commission
 Division of Corporation Finance, Office of Mergers & Acquisitions
 March 19, 2025
 Page 3

 The Filing Persons are not Affiliates of Intevac

 The Filing Persons and their affiliates: (i) do not own any securities of Intevac, (ii) do not have any representatives on the Board of Directors (the “ Board ”) of Intevac, or any
 contractual rights to appoint any such Board representatives or receive information related to activities or deliberations of Intevac’s Board, (iii) do not have any right to veto any actions of Intevac’s Board or management, or to require Intevac’s
 Board or management to take or refrain from taking any action, and (iv) do not have any other contractual rights to direct or cause the direction of the management and policies of Intevac in a manner that would implicate Rule 13e‑3.

 The commercial relationship between Seagate and Intevac is governed primarily by an Equipment and Supply Agreement, dated as of October 22, 2008 and as amended on November 5, 2014 and May 11, 2015, between Seagate
 Technology LLC, a wholly owned subsidiary of Seagate, and Intevac (the “ Equipment and Supply Agreement ”).  The Equipment and Supply Agreement is an arm’s-length commercial agreement and was entered into not in
 connection with or in contemplation of any future business combination between Seagate and Intevac.  The Equipment and Supply Agreement provides for Seagate to purchase equipment and supplies from Intevac, for use in the manufacturing of Seagate’s
 data storage products.  The Equipment and Supply Agreement, including all of the amendments thereto, was negotiated on an arm’s-length basis by sophisticated parties.  The Equipment and Supply Agreement does not give the Filing Persons (i) any right
 to representation on Intevac’s Board, or to receive information related to the deliberations of Intevac’s Board, (ii) any rights with respect to the selection or identity of Intevac’s management team, (iii) any right of first refusal or veto right
 with respect to a strategic transaction involving Intevac, (iv) the ability to restrict or otherwise limit Intevac’s ability to issue securities, incur debt or otherwise raise capital to fund its operations or (v) the ability to restrict or otherwise
 limit Intevac’s ability to expand, reduce or restructure its operations.

 The Equipment and Supply Agreement does require Intevac to notify Seagate of any bona fide third-party offer to purchase a controlling interest in Intevac, which is appropriate given the importance of Intevac’s products
 and services to Seagate.  This notification right does not require Intevac to transact with Seagate to the exclusion of any other third party and does not confer any sort of veto or blocking right on Seagate,
 and at all times prior to the execution of the Merger Agreement, Intevac retained the ability to choose to transact with any third party that might have had interest in acquiring it.  Indeed, as discussed in Intevac’s Solicitation/Recommendation
 Statement on Schedule 14D-9, filed with the SEC on March 3, 2025 (as amended from time to time, the “ Intevac Schedule 14D-9 ”), Intevac and its investment bankers conducted a nearly 18-month-long strategic
 review and contacted over 50 third parties in an effort to identify a party that might be interested in acquiring Intevac.  These efforts were conducted entirely without the involvement or interference of Seagate, or to Seagate’s knowledge (other
 than Intevac’s public statements that it had retained an investment bank to explore strategic alternatives).  Far from “directing or causing the direction” of Intevac’s exploration of strategic alternatives, Seagate had no involvement in this
 process, nor did Seagate have any contractual or other right, or practical ability, to direct these proceedings in any way.  Intevac’s Board and its Strategic Committee, which manage Intevac and supervised its strategic process, are completely
 independent of, and wholly unrelated to, the Filing Persons and their affiliates.

 U.S. Securities and Exchange Commission
 Division of Corporation Finance, Office of Mergers & Acquisitions
 March 19, 2025
 Page 4

 Seagate is not Intevac’s only customer, and the Equipment and Supply Agreement is not Intevac’s only commercial agreement.  The Filing Persons acknowledge the materiality of the Equipment and Supply Agreement to Intevac,
 but Intevac also maintains commercial relationships with other customers, including with direct competitors of Seagate.  According to Intevac’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024, in addition to hard disk drive
 manufacturers, such as Seagate and Western Digital Corporation, Intevac’s customers also include magnetic disk manufacturers, such as Showa Denko.  Although Seagate accounted for over 90% of Intevac’s consolidated net revenues in 2023 and 2024, that
 statistic does not reflect Intevac’s robust pursuit of its own independent commercial interests, including efforts by Intevac’s management to expand its product offerings and diversify its customer base.  Notably, in December 2022, Intevac entered
 into a joint development agreement with Corning Inc. for the development of “TRIO” equipment for consumer devices.  Throughout 2023, Intevac made substantial expenditures to develop and qualify this technology, and according to Intevac’s Annual
 Report on Form 10-K for the fiscal year ended December 30, 2023, Intevac expected “to continue to develop additional customer relationships for TRIO for other glass coating applications, such as in the automotive sector and advanced packaging
 market.”  None of this development effort was focused on, or of any benefit to, Seagate.  Intevac continued to invest in developing its TRIO technology for nearly two years, until November 2024, when Intevac determined to no longer pursue the
 development of TRIO.  These extensive development efforts underscore the independence of Intevac’s business from that of Seagate, and demonstrate that Intevac was not under the control of Seagate.

 The Filing Persons acknowledge the attention of Intevac’s Board to Intevac’s commercial relationship with Seagate and that Intevac’s Board considered the future of this commercial relationship in its decision-making, as
 described in the Intevac Schedule 14D-9 and as noted by the Staff in its Comment.  It is natural that Intevac’s Board would consider the potential response of its most significant customer in deliberations with respect to a potential strategic
 transaction with that customer.  These considerations, however, were merely one factor among many considered by Intevac’s Board in its deliberations and do not rise to the level of being able to “ direct or cause the direction of the management or policies” (emphasis added) of Intevac by the Filing Persons.  Intevac’s Board was at liberty to consider whatever factors it deemed relevant in its deliberations with
 respect to the transactions described in the Offer to Purchase, or indeed to reject the possibility of any transaction or, had a better deal been available, to accept a superior proposal from another bidder.

 The Filing Persons respectfully advise the Staff that, based on the totality of the particular facts and circumstances of the Offer and the Merger, the Filing Persons are not affiliates of Intevac for purposes of Rule
 13e-3.

 U.S. Securities and Exchange Commission
 Division of Corporation Finance, Office of Mergers & Acquisitions
 March 19, 2025
 Page 5

 The Transactions Do Not Raise the Concerns that Rule 13e-3 was Intended to Address

 As described in the Interpretive Release, Rule 13e-3 was adopted to protect unaffiliated security holders from the potential for abuse or coercion by an issuer or its affiliates that may be present in a going-private
 transaction.  The opportunity for abuse would be due, in part, to a lack of arm’s-length bargaining and an inability of unaffiliated security holders to influence corporate decisions to enter into such transactions.  However, in the case of the Offer
 and the Merger, the opportunity for abuse that Rule 13e-3 was designed to address is not present.

 The Merger Agreement was the result of arm’s-length negotiations between Intevac, led by its Board, and the Filing Persons.  The sale process undertaken by Intevac, under the direction and supervision of Intevac’s Board
 and its committee, was entirely independent of Seagate.  In June 2023, Intevac directed its financial advisor, Houlihan Lokey Capital, Inc. (“ Houlihan Lokey ”), to contact 51 third parties regarding their
 potential interest in considering a transaction with Intevac.  That resulted in Intevac entering into confidentiality agreements with 10 potential acquirers.  Seagate elected not to participate in this process and did not attempt to interfere,
 influence or stop this process in any way.  As noted in the Intevac Schedule 14D-9, none of these parties elected to proceed with a potential transaction.  Notably, however, Intevac’s attempts to explore strategic alternatives occurred over a year
 before Seagate first mentioned the idea of a potential acquisition of Intevac.  Even after Seagate and Intevac began preliminary discussions around a potential transaction, Intevac directed Houlihan Lokey to approach 12 third parties other than
 Seagate regarding their potential interest in a transaction with Seagate.  While such efforts were ultimately fruitless, they demonstrate Intevac’s independence from Seagate.

 After the confidentiality agreement was executed between Intevac and Seagate, the parties engaged in rigorous negotiations on arm’s-length terms, as discussed in detail in the Intevac Schedule 14D-9.  The Interpretive
 Release states that “[t]ransactions between the issuer and a non-affiliate are ordinarily the product of arm’s-length negotiations and therefore do not involve the potential for abuse and overreaching associated
 with the types of transactions indeed to be covered by [Rule 13e-3] ” (emphasis added).   Given the thorough, arm’s-length process that was followed by Intevac and its Board, there was no practical
 opportunity for the Filing Persons to abuse, overreach or take advantage of Intevac’s stockholders.  Accordingly, Intevac stockholders do not need the additional protections of Rule 13e-3 in this transaction due to the foregoing and the fact that the
 Offer to Purchase, the Intevac Schedule 14D-9 and other disclosure documents provide detailed disclosures about the relationships between the Filing Persons and Intevac as well as the background of the transaction.  Moreover, Intevac and its Board
 were advised by a nationally recognized financial advisor and outside legal counsel, further ensuring protections from any potential abuse or overreach.

 U.S. Securities and Exchange Commission
 Division of Corporation Finance, Office of Mergers & Acquisitions
 March 19, 2025
 Page 6

 In order for the Offer and the Merger to proceed, stockholders of Intevac holding a majority of the outstanding shares of Intevac must tender their shares into the Offer.  As the Staff has indicated in the Interpretive
 Release, the existence of a vote in and of itself is not dispositive, because affiliates of the issuer engaged in the transaction may already hold the requisite vote for a

February 13, 2013

Via E -mail
Patrick J. O’Malley
Chief Financial Officer
Seagate Technology plc
10200 S. De Anza Blvd.
Cupertino, CA 95014

Re: Seagate Technology plc
  Form 10 -K for  the Fiscal Year Ended June 29, 2012
  Filed August 9, 2012
  File No. 001 -31560

Dear Mr. O’Malley :

We have completed our review of your filing.  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 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 u rge 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 rules require.

Sincerely,

 /s/ Stephen Krikorian

Stephen Krikorian
Accounting Branch Chief

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Seagate Technology plc

10200 S. De Anza Blvd.

Cupertino, CA 95014

Patrick   J. O’Malley

Executive   Vice President and Chief Financial Officer

Telephone:   408-658-1350

Fax:   408-658-1772

Email:   Pat.J.O’Malley@seagate.com

January 18, 2013

Mr. Stephen Krikorian

Accounting Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

RE:     Seagate Technology plc

Form 10-K for the fiscal year ended June 29, 2012

Filed August 8, 2012

File No. 001-31560

Dear Mr. Krikorian:

Seagate Technology plc (“Seagate” or the “Company”) hereby submits for filing by direct electronic transmission, the responses set forth below to the comment letter dated January 9, 2013 from the Staff regarding the filing listed above. To assist your review, we have included the text of the Staff’s comments below in bold italicized type.

Form 10-K for the Fiscal Year Ended June 29, 2012

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

Liquidity and Capital Resources, page 54

1.     We have reviewed your response to prior Comment 3 and your proposed disclosure.  While we note that you intend to permanently reinvest such funds outside of Ireland and that these funds are not considered a main source of liquidity for funding Irish operations, we continue to believe you should consider providing enhance[d] liquidity [disclosure] to disclose the amount of cash held by non-Irish subsidiaries that would be subject to the potential tax impact associated with the repatriation of undistributed earnings.  As part of your response, please quantify the amount of cash and cash equivalents held in foreign subsidiaries that you intend to permanently reinvest earnings.

Response:

We intend to include disclosure in the Liquidity and Capital Resources section of our MD&A in future annual filings to address the Staff’s comment.  Had we included such disclosure in our Form 10-K for the fiscal year ended June 29, 2012, it would have been similar to the following:

“As of June 29, 2012, cash and cash equivalents held by non-Irish subsidiaries was $1.7 billion. This amount is potentially subject to taxation in Ireland upon repatriation by means of a dividend into our Irish parent. However, it is our intent to indefinitely reinvest earnings of non-Irish subsidiaries outside of Ireland and our current plans do not demonstrate a need to repatriate such earnings by means of a taxable Irish dividend.  Should funds be needed in the Irish parent company and should we be unable to fund parent company activities through means other than a taxable Irish dividend, we would be required to accrue and pay Irish taxes on such dividend.”

In connection with the foregoing response, we acknowledge 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 should have any questions or comments regarding this letter, please contact Patrick J. O’Malley, Executive Vice President and Chief Financial Officer, at 408-658-1350 or Kenneth M. Massaroni, Executive Vice President, General Counsel, Chief Administrative Officer and Company Secretary, at 408-658-1280.

Sincerely,

/s/   Patrick J. O’Malley

Patrick   J. O’Malley

Executive   Vice President and Chief Financial Officer

(Principal   Financial Officer)

cc:

Stephen   J. Luczo

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

cc:

Kenneth   M. Massaroni

Executive Vice President, General Counsel, Chief
   Administrative Officer and Company Secretary

cc:

David   H. Morton

Vice President, Finance and Treasurer
   (Principal Accounting Officer)

January 9, 2013

Via E -mail
Patrick J. O’Malley
Chief Financial Officer
Seagate Technology plc
10200 S. De Anza Blvd.
Cupertino, CA 95014

Re: Seagate Technology plc
  Form 10 -K for the Fiscal Year Ended June 29, 2012
  Filed August 9, 2012
  File No. 001 -31560

Dear Mr. O’Malley :

We have reviewed your letter dated December 12, 2012 in connection with the above -
referenced filing an d have the following comment.  In our comment , 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 req uested
response.   If you do not believe our comment applies 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 this comment, we may have  additional comments.   Unless otherwise noted , where
prior comments are referred to they refer to our letter dated November 9, 2012 .

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

Liquidity and Capital Resources, page 54
1. We have reviewed your response to prior comment 3 and your proposed disclosure.
While we note that you intend to permanently reinvest such funds outside of Ireland and
that these funds are no t considered a main source of liquidity for funding Irish operations,
we continue to believe you should consider providing enhanced liquidity to disclose the
amount of cash held by non -Irish subsidiaries that would be subject to the potential tax
impact as sociated with the repatriation of undistributed earnings.  As part of your
response, please quantify the amount of cash and cash equivalents held in foreign
subsidiaries that you intend to permanently reinvest earnings.

Patrick J. O’Malley
Seagate Technology plc
January 9, 2013
Page 2

 Please contact Ryan Rohn, Staff Ac countant, at (202) 551 -3739, or Christine Davis,
Assistant Chief Accountant, at (202) 551 -3408, if you have any question regarding accounting or
financial statements matters.  If you require further assistance, do not hesitate to contact me at
(202) 551 -3730.

Sincerely,

 /s/ Stephen Krikorian

Stephen Krikorian
Accounting Branch Chief

cc:   Via E -Mail
  Kenneth M. Massaroni, Esq,
  Stephen J. Luczo , CEO

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Seagate Technology plc

10200 S. De Anza Blvd.

Cupertino, CA 95014

Patrick J. O’Malley

Executive Vice President and Chief Financial   Officer

Telephone: 408-658-1350

Fax: 408-658-1772

Email: Pat.J.O’Malley@seagate.com

December 12, 2012

Mr. Stephen Krikorian

Accounting Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

RE:              Seagate Technology plc

Form 10-K for the fiscal year ended June 29, 2012

Filed August 8, 2012

File No. 001-31560

Dear Mr. Krikorian:

Seagate Technology plc (“Seagate” or the “Company”) hereby submits for filing by direct electronic transmission, the responses set forth below to the comment letter dated November 9, 2012 from the Staff regarding the filing listed above. To assist your review, we have included the text of the Staff’s comments below in bold italicized type.

Form 10-K for the Fiscal Year Ended June 29, 2012

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

Fiscal Year 2012 Compared to Fiscal Year 2011, page 49

1.              Although your fiscal year 2012 results of operations include the Samsung hard disk drive business acquired in December 2011, it is unclear from your disclosure what portion of the revenue increase relates to the Samsung acquisition and what portion is a result of your organic growth. For example, you indicate that the $4 billion increase in revenues is due primarily to a 22% increase in your average selling price and a 13% increase in units shipped. Please tell us what consideration you gave to disclosing how much of this increase resulted from the Samsung acquisition as compared to your organic growth or stronger pricing.

Response:

In our disclosures, we considered all of the factors that led to the increase in revenue in fiscal year 2012 as compared to fiscal year 2011.  The primary reason for the increase in our revenues was the demand and supply imbalance experienced in the industry due to the industry-wide supply chain constraints that resulted from the flooding in Thailand in October 2011, which we disclosed in our Management’s Discussion and Analysis on page 49 of our Form 10-K.

We recognize that a portion of our revenue increase during the year related to our acquisition of the Samsung hard disk drive business which accounted for a portion of the increase in our units shipped. We disclosed within our Consolidated Financial statements in Part II, Item 8 on page 76 of our Form 10-K, the revenue specifically identifiable to the Samsung HDD business since the date of acquisition of $970 million, which represented less than 7% of Seagate’s total revenue.  The sales related to Samsung have similar characteristics to the rest of our business, and we believe that further discussion is not significant to an overall understanding of our business.  The primary reason for our increase in revenue, which accounted for over 75% of the total increase, was the impact of the flooding in Thailand and, accordingly, we focused our disclosure on such impact.

2.              We note your discussion of changes in product development expense and marketing and administrative expense identifies that these expenses increased primarily due to variable performance-based compensation and the integration of the HDD business acquired from Samsung; however, these factors are not quantified. Please tell us what consideration you gave to quantifying the amount that each source contributed to the increase in these expenses. We refer you to Item 303(a)(3)(iii) of Regulation S-K and Section III.D of SEC Release No. 33-6835.

Response:

We considered Item 303 of Regulation S-K and Section III.D of SEC Release No. 33-6835 in connection with determining whether we had a sufficient level of specificity related to our disclosures pertaining to year over year changes in our operating expenses.  Our consideration of the disclosure of the level of impact from these changes was based upon the materiality of the changes in question and the relevance of these changes in understanding our results of operations.  Specifically, we note that Item 303(a)(3)(i) of Regulation S-K requires a registrant to describe any unusual or infrequent events or transactions or any significant economic changes that materially affected the amount of reported income from continuing operations and, in each case, indicate the extent to which income was so affected.  The quantification of our disclosure of changes in product development expense and marketing and administrative expense is as follows:

Product development

Marketing and
   administrative

(in millions)

(in millions)

Changes in   operating expense:

Variable   performance —based compensation

$

76

$

52

Integration of the   HDD business acquired from Samsung

45

29

Other, net

10

2

Total change in   operating expense

$

131

$

83

Total change in   operating expense as a % of increase in Income from operations

5.7

%

3.6

%

We believe that our narrative disclosure of the trends in the business identified the principal causes for the increase in our Product development and Marketing and administrative expenses in fiscal year 2012 and was adequate for a reader to understand the nature of the changes that occurred.  Similarly, we believe that quantification of the subcomponents of these items would not be material with regard to expectations for the future results of our business.  In future filings, we will continue to consider quantification of the primary components of changes in our results of operations to the extent material.

Liquidity and Capital Resources, page 54

3.              We note the disclosure on page 86 regarding the undistributed earnings of non-Irish subsidiaries considered indefinitely reinvested outside of Ireland. Tell us how you considered disclosing the amount of cash and cash equivalents that are currently held outside of Ireland and the impact of repatriating the undistributed earnings of foreign subsidiaries. In this regard, we note that this disclosure would illustrate that some cash is not presently available to fund domestic operations and obligations without paying taxes upon their repatriation. We refer you to Item 303(a)(1) of Regulation S-K and Section IV of SEC Release 33-8350.

Response:

In response to the Staff’s comment, we respectfully note that we have disclosed that the undistributed earnings of our non-Irish subsidiaries will be indefinitely reinvested outside of Ireland as described on page 86. In preparing our disclosure regarding liquidity, we considered Item 303(a)(1) of Regulation S-K, which provides that a company should “identify any known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonable likely to result in the registrant’s liquidity increasing or decreasing in any material way.”  We are able to fund Irish cash needs without repatriation of the undistributed earnings of non-Irish subsidiaries as taxable dividends. There are no known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in imposition of tax.

However, in order to provide additional information to investors, in future annual filings, we intend to include in the liquidity section of our MD&A a disclosure similar to the following:

“It is our intent to indefinitely reinvest earnings of non-Irish subsidiaries outside of Ireland and our current plans do not demonstrate a need to repatriate such earnings into Ireland as a dividend.  Should funds be needed in the Irish parent company and should we be unable to fund parent company activities through means other than a taxable Irish dividend, we would be required to accrue and pay Irish taxes on such dividend.”

Notes to Consolidated Financial Statements

Note 1. Basis of Presentation and Summary of Significant Accounting Policies

Revenue Recognition, Sales Returns and Allowances, and Sales Incentives page 69

4.             We note your disclosure on page 67 indicates that you provide storage services for small-to-medium-sized businesses, including online backup, data protection and recovery solutions. Please tell us how your revenue recognition policy addresses how revenue is recognized for these services. To the extent that service revenue is material, tell us how you considered Rule 5-03 of Regulation S-X with regards to your income statement presentation.

Response:

As disclosed on page 67, our revenue recognition policy complies with the Accounting Standards Codification (“ASC”) Topic 605.  Revenues related to our storage services are typically recognized as the services are provided, which generally is ratably over the term of the applicable arrangement.    The Securities and Exchange Commission Staff Accounting Bulletin Topic 13.B states that the accounting policy for each material type of revenue transaction should be disclosed.  Our revenues related to services have historically not been material, representing less than 1% of our consolidated revenue including all periods included in the Form 10-K.  We will continue to monitor our revenues from services, and to the extent this revenue stream grows to become material, we will adapt our disclosures in accordance with Rule 5-03 of Regulation S-X, and other disclosure requirements, as necessary.

Certain Relationships and Related Transactions, page 61 [Incorporated by Reference from Definitive Proxy Statement Filed on September 11, 2012]

5.              We note that you have several related party agreements with your principal shareholder Samsung Electronics Co. Ltd. Please describe these transactions and/or agreements in more detail, including your supply agreement to supply Samsung hard disk drives, your agreement to purchase semiconductors from Samsung, “ongoing relationships and transactions,” “various ancillary agreements,” the trademark license agreement, and your construction agreement to build a Seagate design center. Your disclosure should describe the substance of these agreements and transactions, the duration of these agreements, and the total dollar value of the amounts involved. See Item 404(a) of Regulation S-K for further guidance.

Response:

The Company has various agreements and commercial arrangements with Samsung Electronics Co. Ltd. (“Samsung”; references to “Samsung” hereafter include Samsung affiliates), which are described in the Company’s Definitive Proxy Statement Filed on September 11, 2012 (“Proxy”) and in further detail below.

Samsung became a “related person” by virtue of its acquisition of beneficial ownership of more than 5% of the Company’s outstanding ordinary shares upon completion of the Company’s acquisition of Samsung’s hard disk drive business on December 19, 2011 (the “Acquisition”).

As originally disclosed in the Proxy and in further detail below, the Company entered into a number of agreements with Samsung in connection with the Asset Purchase Agreement (“APA”) filed as an exhibit to Seagate’s Annual Report on Form 10-K for fiscal year 2011.  The Company believes that its disclosure in the Proxy contains all information regarding the Acquisition that is material to investors in accordance with Item 404(a) of Regulation S-K. In connection with the Acquisition, the Company also entered into various ancillary and related agreements. While the Company disclosed the existence of these ancillary and related agreements in the Proxy in order to assist investors in understanding the general nature and extent of its commercial relationships with Samsung, the Company believes that, given of the size of Samsung’s business, and for the additional reasons noted below, Samsung’s interest in such ancillary and related agreements is not material to investors.  The ancillary and related agreements include the following:

i)                                        IP agreement

The parties entered into an intellectual property agreement in relation to certain intellectual property sold and licensed under the terms of the APA, under which each party agreed to provide the other a perpetual, royalty-free license to use certain technology and intellectual property rights under the terms of the APA. This agreement was filed as an exhibit to Seagate’s Annual Report on Form 10-K for fiscal year 2011.

ii)                                    Trademark license agreement

The parties entered into a trademark license agreement pursuant to which Seagate agreed to pay royalties to Samsung to use certain Samsung trademarks for so long as Seagate is required to sell Samsung branded products in compliance with the approval restrictions issued by the Ministry of Commerce of the People’s Republic of China in connection with the Acquisition. The Company accrued $2 million in fiscal year 2012 associated with the trademark license agreement.

iii)                                Hard disk drive supply agreement

The Company agreed to supply disk drives to Samsung for its personal computer, notebook, consumer electronics and other businesses for a three year term, on terms and conditions that may be available to Seagate’s largest customers (the “HDD Agreement”).

iv)                                  NAND flash memory supply agreement

Samsung agreed to supply Seagate with specified flash memory products for a period of five years on terms that may be available to Samsung’s largest customers (the “NAND Agreement”).

v)                                      Warranty agreement

The Company and Samsung entered into an agreement under which the Company agreed to assume specified product warranty liabilities and discharge Samsung of specified product warranty obligations incurred prior to closing of the Acquisition.

vi)                                  Various ancillary agreements

The Company and Samsung entered into a range of implementing agreements (the “Ancillary Agreements”) that address many of the operational and legal issues that typically arise in acquisitions of technology businesses structured as an asset purchase.  These agreements covered such matters as information technology support services, employee computer equipment purchases, and intellectual property cross-licensing arrangements, including the following:

(i)                                    transition services agreements pursuant to which Samsung agreed to provide certain pre- and post-closing services and personnel to Seagate for approximately one year following the closing of the Acquisition, including sales and marketing services, research and development and information technology services and support, customer advocacy support, as well as certain administrative services in order to facilitate the integration of the Samsung HDD business into the Company’s operations; and

(ii)                                 an amended cross-license agreement pursuant to which Seagate and Samsung granted each other royalty-free licenses in relation to certain patents relating to the products which the parties purchase from one another on an ongoing basis. This agreement was filed as an exhibit to Seagate’s Annual Report on Form 10-K for fiscal year 2011.

The agreements noted above were negotiated at arm’s-length and were entered into in connection with or in contemplation of the APA. As such, these agreements were accounted for as part of the consideration exchanged in order for Seagate to acquire the Samsung HDD business. Any value attributable to the agreements noted above were recorded at fair-value in accordance with ASC 805, Business Combinations as disclosed in Footnote 3 in our Form 10-K on page 75. In addition, in fiscal year 2012, the Company incurred $54 million in expenses associated with the integration of the Acquisition, which included all expenses attributable to the agreements noted above.

Other Agreements with Samsung

Joint Development Agreement

The parties had entered into a Flash Med

CORRESP
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SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

November 14, 2012

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:                    Stephen Krikorian

Christine Davis

Ryan Rohn

Maryse Mills-Apenteng

Edwin Kim

Re:                             Seagate Technology plc

Form 10-K for the Fiscal Year Ended June 29, 2012

Filed August 9, 2012

File No. 001-31560

Dear Mr. Krikorian:

On behalf of Seagate Technology public limited company, an Irish public limited company (the “Company”), we acknowledge receipt of your letter on behalf of the Staff of the Securities and Exchange Commission, dated November 9, 2012 (the “Staff’s Letter”).

The Company’s legal and accounting teams are carefully reviewing the Staff’s Letter and the Company needs additional time in order to prepare its response.  We respectfully request an extension of time until December 14, 2012 to submit our response.

We trust that our proposed response timetable as set forth above is acceptable. If you have any comments or would like further information, please contact the undersigned at (408) 658-1331 or Kenneth M. Massaroni at (408) 658-1280.

Very   truly yours,

/S/   David H. Morton

David   H. Morton

Vice   President, Finance,

Treasurer   and Principal Accounting Officer

cc:

Stephen   J. Luczo

Chairman, President and Chief Executive Officer

cc:

Patrick   J. O’Malley

Executive Vice President and Chief Financial   Officer

cc:

Kenneth   M. Massaroni

Executive Vice President, General Counsel

Chief Administrative Officer and Company Secretary

November 9 , 2012

Via E -Mail
Stephen J. Luczo
Chief Executive Officer
Seagate Technology plc
38/39  Fitzwilliam Square
Dublin 2, Ireland

Re: Seagate Technology plc
  Form 10 -K for the Fiscal Year  Ended  June 29, 2012
  Filed August 9, 2012
  File No. 001-31560

Dear Mr. Luczo :

We have reviewed your filing  and have the following comment s.  In our comment s, 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 comment s apply  to your facts and circumstances or do not
believe an amendment is appro priate, please tell us why in your response.

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

Form 10 -K for the Fiscal Year Ended June 29, 2012

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

Fiscal Year 2012 Compared to Fiscal Year 2011, page 49

1. Although your fiscal year 2012 results of operations include the Samsung hard disk drive
business acquired in December 2011, i t is unclear from your disclosure what portion of
the revenue increase relates to the Samsung acquisition and what portion is a result of
your organic growth.  For example, you indicate that the $4 billion increase in revenues is
due primarily to a 22% inc rease in your average selling price and a 13% increase in units
shipped.  Please tell us what consideration you gave to disclosing how much of this
increase resulted from the Samsung acquisition as compared to your organic growth or
stronger pricing.

Stephen J. Luczo
Seagate Technology plc
November 9 , 2012
Page 2

 2. We note your discussion of changes in product development expense and marketing and
administrative expense identifies that these expenses increased primarily due to variable
performance -based compensation and the integration of the HDD business acquired from
Samsung ; however, these factors are not quantified.  Please tell us what consideration
you gave to quantifying the amount that each source contributed to the increase in these
expenses.  We refer you to Item 303(a)(3)(iii) of Regulation S -K and Section III .D of
SEC Release No. 33 -6835.

Liquidity and Capital Resources, page 54

3. We note the disclosure on page 86 regarding the undistributed earnings of non -Irish
subsidiaries considered indefinitely reinvested outside of Ireland.   Tell us how you
considered disclosing the amount of cash and cash equivalents that are currently held
outside of Ireland and the impact of repatriating the undistributed earnings of foreign
subsidiaries.  In this regard, we note that this disclosure would illustrate that some cash i s
not presently available to fund domestic operations and obligations without paying taxes
upon their repatriation.   We refer you to Item 303(a)(1) of Regulation S -K and Section IV
of SEC Release 33 -8350.

Notes to Consolidated Financial Statements

Note  1. Basis of Presentation and Summary of Significant Accounting Policies

Revenue Recognition,  Sales Returns and Allowances, and Sales Incentives  page 69

4. We note your disclosure on page 67 indicates that you provide storage services for small -
to-medium -sized businesses, including online backup, data protection and recovery
solutions.  Please tell us how your revenue recognition policy addresses how revenue is
recognized for these services.  To the extent that service revenue is material, tell us how
you considered Rule 5 -03 of Regulation S -X with regards to your income statement
presentation.

Certain Relationships and Related Transactions, page 61 [Incorpo rated by Reference from
Definitive Proxy Statement Filed on September 11, 2012]

5. We note that you have several related party agreements with your principal shareholder
Samsung Electronics Co. Ltd.  Please describe these transactions and/or agreements in
more detail, including your supply agreement to supply Samsung hard disk drives, yo ur
agreement to purchase semiconductors from Samsung, “ongoing relationships and
transactions,” “various ancillary agreements,” the trademark license agreement, and your
construction agreement to build a Seagate design center.  Your disclosure should descr ibe
the substance of these agreements and transactions, the duration of these agreements, and

Stephen J. Luczo
Seagate Technology plc
November 9 , 2012
Page 3

 the total dollar value of the amounts involved.  See Item 404(a) of Regulation S -K for
further guidance.

We urge all persons who are responsible for the accurac y 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 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 responding to our comment , please provide  a written statement from the company
acknowledging that:

 the company is responsible fo r 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 com ments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Ryan Rohn, Staff Accountant, at (202) 551 -3739 , or Christine Davis,
Assistant Chief Accountant, at (202) 551 -3408, if you have any question regarding accounting or
financial statements  matters.  Otherwise, please contact Edwin Kim , Staff Attorney , at (202)
551-3297 or Maryse Mills -Apenteng, Special Co unsel,  at (202) 551 -3457  with any questions.   If
you require further assistance, do not hesitate to contact me at (202) 551 -3730.

Sincerely,

        /s/ Stephen Krikorian

        Stephen Krikorian
Accounting Branch Chief

cc:   Via E -Mail
  Kenneth M. Massaroni, Esq,
  Patrick O'Malley , CFO

January 27, 2012
 Via E-Mail

Stephen J. Luczo, Chief Executive Officer  Seagate Technology plc  38/39 Fitzwilliam Square Dublin 2, Ireland

Re: Seagate Technology plc
  Form 10-K for the Fiscal Year Ended July 1, 2011   Filed August 17, 2011   File No. 001-31560
Dear Mr. Luczo:

We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

        /s/ Matthew Crispino          M a t t h e w  C r i s p i n o
Attorney-Advisor
cc:   Via E-Mail

  Kenneth M. Massaroni, Esq,   Patrick O'Malley, CFO

CORRESP
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Seagate Technology plc

10200 S. De Anza Blvd.

Cupertino, CA 95014

Kenneth   M. Massaroni

Executive   Vice President, General Counsel and CAO

Telephone:   408-658-1280

Fax:   952-402-1097

Email:   kenneth.m.massaroni@seagate.com

January 24, 2012

Mr. Matthew Crispino

Attorney-Advisor

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

RE:

Seagate   Technology plc

Form 10-K   for the fiscal year ended July 1, 2011

Filed   August 17, 2011

Definitive   Proxy Statement Filed on Schedule 14A

Filed   September 26, 2011

File   No. 001-31560

Dear Mr. Crispino:

Seagate Technology plc (“Seagate” or the “Company”) hereby submits for filing by direct electronic transmission the response set forth below to the comment letter dated January 12, 2012 from the Staff regarding the filings listed above. To assist your review, we have included the text of the Staff’s comments below in bold italicized type.

Form 10-K for the fiscal year ended July 1, 2011

Part III Information Incorporation By Reference in Schedule 14A Filed on September 26, 2011

Compensation of Named Executive Officers, page 50

1.             Please discuss the factors that led your compensation committee to award performance-vesting shares and stock options in the amount of $1,898,555 and $3,951,827, respectively, to Mr. Albert A. Pimentel in fiscal year 2011. See Item 402 (b)(2) of Regulation S-K. Also please confirm that in future filings, as applicable, you will provide similar disclosure regarding the specific factors considered in awarding compensation to each of your named executive officers.

Response:  Seagate acknowledges the Staff’s comments and supplementally advises the Staff as follows:

Mr. Albert A. Pimentel joined Seagate as Executive Vice President, Sales and Marketing on April 4, 2011.  As part of his new-hire compensation package, Mr. Pimentel received 647,500 options and 111,000 performance share awards.  The components of the new-hire package, including the size and mix of the equity awards, were determined through arm’s length negotiations between the Compensation Committee of the Board of Directors (the “Committee”) and Mr. Pimentel. The value of the equity award was split as follows: 70% for options (using a Black-Scholes valuation analysis) and 30% for performance shares, which was consistent with the Company’s then applicable new-hire equity

mix guidelines.  Additionally, please note that the aggregate amount of $1,898,555 stated in the Staff’s question in relation to performance shares included $254,645 of value for time-vesting restricted share units that were granted to Mr. Pimentel in October 2010 while he was serving as a non-employee director, as noted in footnote (4) on page 50 of the proxy statement.

In negotiating the new-hire equity awards for Mr. Pimentel, the Committee had regard to multiple factors, including the following:

·                  Mr. Pimentel’s extensive experience and background, including his broad base of expertise and familiarity with Seagate business operations and objectives, as well as the scope of his future responsibilities relative to other members of the executive team,

·                  The market value of new-hire compensation packages offered during the preceding year by similarly-situated technology companies in the Company’s NEO Peer Group (as listed on page 40 of the proxy) for executive positions similar to Mr. Pimentel’s,

·                  The future projected retention value of unvested equity awards (including Mr. Pimentel’s then current holdings), and

·                  Internal pay equity considerations in relation to the Company’s other executive officers, as well as recognition that the value of new-hire equity awards is generally substantially higher than the value of equity awards granted on an on-going basis.

As noted above, the Committee took various factors into account in negotiating the new-hire compensation package for Mr. Pimentel; however, no specific “benchmark” or formula was used in determining the grant sizes, and no specific weightings were assigned to any particular factors.  The Committee’s determination of specific grant levels was subjective, and was the product of the Committee’s business judgment, which was informed by, among other things, the experience of the Committee members and input provided by Frederic W. Cook, the Committee’s independent executive compensation consultant, as well as staff from the Company’s Human Resources department.

In future filings, the Company will provide similar disclosure regarding the specific factors considered in awarding equity compensation to our named executive officers where such factors directly impact the specific type and/or size of award.

In connection with the foregoing response, we acknowledge 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 should have any questions or comments regarding this letter, please contact Kenneth M. Massaroni, Executive Vice President, General Counsel and Chief Administrative Officer, at 408-658-1280.

Sincerely,

/s/   KENNETH M. MASSARONI

Kenneth   M. Massaroni

Executive   Vice President, General Counsel and CAO

January 12, 2012
 Via E-Mail

Stephen J. Luczo, Chief Executive Officer  Seagate Technology plc  38/39 Fitzwilliam Square Dublin 2, Ireland

Re: Seagate Technology plc
  Form 10-K for the Fiscal Year Ended July 1, 2011   Filed August 17, 2011   Definitive Proxy Statem ent Filed on Schedule 14A
  Filed September 26, 2011
File No. 001-31560

Dear Mr. Luczo:

We have reviewed your filings and have th e following comment.  In our comment, we
may ask you to provide us with informati on so we may better understand your disclosure.
 Please respond to this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to our comment, we ma y have additional comments.
 Form 10-K for the Fiscal Year Ended July 1, 2011

 Part III Information Incorporation By Refe rence in Schedule 14A Filed on September 26, 2011

 Compensation of Named Executive Officers, page 50

 1. In your response letter, please discuss the f actors that led your compensation committee
to award performance-vesting shares and stock options in the amount of $1,898,555 and
$3,951,827, respectively, to Mr. Albert A. Pime ntal in fiscal year 2011.  See Item
402(b)(2) of Regulation S-K.  Al so, please confirm that in fu ture filings, as applicable,
you will provide similar disclosure regarding the specific factors considered in awarding
compensation to each of your named executive officers.

Stephen J. Luczo
Seagate Technology plc  January 12, 2012 Page 2

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings incl ude the information the Secu rities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 comment, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

Please contact Edwin Kim, Staff Attorney, at (202) 551-3297 or me at (202) 551-3456
with any questions.  If you require further a ssistance, you may contact Barbara C. Jacobs,
Assistant Director, at  (202) 551-3735.

Sincerely,
         /s/ Matthew Crispino          M a t t h e w  C r i s p i n o
Attorney-Advisor
cc:   Via E-Mail

  Kenneth M. Massaroni, Esq,   Patrick O'Malley, CFO

April 12, 2011

 Via E-mail

Stephen J. Luczo Chief Executive Officer Seagate Technology Public Limited Company Arthur Cox Building Earlsfort Terrace Dublin 2, Ireland
Re:  Seagate Technology Public Limited Company
Form 10-K for the fiscal year ended July 2, 2010 Filed August 20, 2010 File No. 001-31560

Dear Mr. Luczo:
 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.
        S i n c e r e l y ,         /s/ Stephen Krikorian

        S t e p h e n  K r i k o r i a n          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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Seagate Technology

920 Disc Drive

Scotts Valley, CA 95066

Patrick J. O’Malley

Executive Vice President and Chief Financial   Officer

Telephone: (831) 439-2545

Fax: (831) 439-2528

Email: Pat.J.O’Malley@seagate.com

March 10, 2011

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:                    Stephen Krikorian

Morgan Youngwood

Barbara Jacobs

Philip Rothenberg

Re:                             Seagate Technology public limited company

Form 10-Q for the quarterly period ended December 31, 2010

Filed February 3, 2011

Form 10-K for fiscal year ended July 2, 2010

Filed August 20, 2010

File No. 001-31560

Dear Mr. Krikorian:

Seagate Technology plc (“Seagate” or the “Company”) hereby submits for filing by direct electronic transmission the responses set forth below to the comment letter dated February 17, 2011 from the Staff regarding the filings listed above. To assist your review, we have included the text of the Staff’s comments below in bold italicized type.

Form 10-Q for the quarterly period ended December 31, 2010

Consolidated Financial Statements

Note 12.  Legal, Environmental and Other Contingencies

Convolve, Inc. (“Convolve”) and Massachusetts Institute of Technology (“MIT”) v. Seagate Technology LLC, et al., page 27

1.              You disclose that this complaint seeks injunctive relief, $800 million in compensatory damages and “unspecified punitive damages, including willful infringement.”  Please revise to disclose the range of possible losses that could result from possible punitive damages, including willful infringement.

Response:

Please see response to comment 3, below.

Form 10-K for the fiscal year ended July 2, 2010

Consolidated Financial Statements

Note 5.  Debt and Convertible Notes, page 85

2.              Please tell us your basis for not providing condensed consolidating financial information pursuant to Rule 3-10 of Regulation S-X for each security described in Note 5 that was outstanding at the balance sheet date, other than those for which you disclose that the security was issued pursuant to a private placement exemption and not subsequently registered.  We note that Section III.C.1 of Release 34-43124 clarifies that the parent company periodic reports must include the modified financial information permitted by paragraphs (b) through (f) of Rule 3-10 of Regulation S-X for as long as the subject securities are outstanding.  Applied to your facts and circumstances, it appears that Rule 3-10 of Regulation S-X disclosure may have been required for certain securities notwithstanding that the securities were fully paid and extinguished subsequent to the balance sheet date, but before filing your Form 10-K.  Similarly, it appears that Rule 3-10 of Regulation S-X disclosure may have been required for certain securities notwithstanding the filing within the fiscal year of a Form 15 related to those securities.

Response:

You have asked us to explain our basis for not providing condensed consolidating financial information for certain debt securities in Seagate Technology’s (“Seagate-Cayman”) Annual Report on Form 10-K for its fiscal year ended July 2, 2010 (the “2010 10-K”).  In particular, you have suggested that such financial information may have been required with respect to the 6.375% Senior Notes due 2011 and 6.8% Senior Notes due 2016 (collectively, the “HDD Notes”) issued by Seagate Technology HDD Holdings (“HDD”) notwithstanding the filing of a Form 15 with respect to such notes on February 1, 2010.  In addition, you have suggested that such financial information may have been required with respect to the 2.375% Convertible Senior Notes due 2010 (the “2.375% Notes”) and the 5.75% Convertible Subordinated Debentures (the “5.75% Notes” and, together with the 2.375% Notes, the “STUS Notes”) issued by Seagate Technology (US) Holdings, Inc. (“STUS”) notwithstanding the fact that the STUS Notes were fully paid and extinguished subsequent to the balance sheet date for the 2010 10-K but prior to the filing of the 2010 10-K.  We have set forth our basis for excluding such information for each of the HDD Notes and STUS Notes below.

HDD Notes

In September 2006, HDD issued the HDD Notes for $1.5 billion, of which approximately $1.16 billion are currently outstanding and are fully and unconditionally guaranteed by Seagate-Cayman.  From December 29, 2006 to July 3, 2009, the HDD Notes were the only securities issued or guaranteed by HDD that were registered under the Securities Act of 1933, as amended (the “Securities Act”).  As a result, during this period HDD was required to file supplementary and periodic information pursuant to Section 15(d) (“Section 15(d)”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), unless it could avail itself of an exemption from such requirements.  One such exemption is contained in Rule 12h-5 promulgated under the Exchange Act, which provides that “[a]ny issuer of a guaranteed security…that is permitted to omit financial statements by Rule 3-10 of Regulation S-X is exempt from the requirements of Section 13(a) or 15(d) of the [Exchange] Act.”

Rule 3-10(a) of Regulation S-X (“Rule 3-10(a)”) provides that “[e]very issuer of a registered security that is guaranteed…must file the financial statements required for a registrant by Regulation S-X…[p]aragraphs (b), (c), (d), (e) and (f) of this section are exceptions to [this] general rule.”  Rule 3-10(c) of Regulation S-X (“Rule 3-10(c)”) allows an issuer of registered securities that are guaranteed by its parent company to omit the financial statements required by Rule 3-10(a) if (i) the issuer is a wholly-owned subsidiary of the guarantor, (ii) the guarantee is full and unconditional, (iii) no other subsidiary of the parent guarantees the securities and (iv) the parent’s financial statements include, in a footnote, condensed consolidating financial information with certain specified columns, including a separate column for the issuer.

Seagate-Cayman began including consolidating footnotes for the HDD Notes (each, an “HDD Consolidating Footnote”) in accordance with Rule 3-10(c) in its periodic reports beginning with its Quarterly Report for the quarter ended December 29, 2006.  These consolidating footnotes allowed HDD to omit the financial statements required by Rule 3-10(a) and, as a result, HDD was exempt from the requirements of Section 15(d) of the Exchange Act for these periods under Rule 12h-5.

Section 15(d) provides, in pertinent part, that “[t]he duty to file under this subsection shall…be automatically suspended as to any fiscal year…if, at the beginning of such fiscal year, the securities of each class to which the registration statement relates are held of record by less than three hundred persons.”  In December 2009, Seagate-Cayman determined that there were less than 300 holders of each class (6.375% and 6.8%) of the HDD Notes as of July 4, 2009, which was the first day of HDD’s 2010 fiscal year.  As a result, HDD’s Section 15(d) filing obligations were automatically suspended beginning July 4, 2009.  Seagate-Cayman and HDD filed a Form 15 on February 1, 2010 to provide public notice that HDD’s duty to file reports under Section 15(d) had been suspended.

Seagate-Cayman did not provide an HDD Consolidating Footnote in the 2010 10-K.  We believe that such a footnote was not required because HDD no longer relies on the exemption provided by Rule 12h-5 and no longer has any reporting obligations. HDD’s reporting obligations under Section 15(d) have been suspended and we do not believe that Rule 3-10(a) gives rise to any separate reporting obligation for HDD. We believe this latter position is, as described below, supported by the language of Regulation S-X, as well as informal guidance given by the Staff.

As stated above, Rule 3-10(a) requires the issuer of a registered security to provide the financial statements required for a registrant under Regulation S-X.  However, Rule 1-01(a) of Regulation S-X (“Rule 1-01(a)”) states that Regulation S-X “sets forth the form and content of and requirements for financial statements required to be filed as a part of” registration statements under the Securities Act, reports required under the Exchange Act, and certain filings required for public utility companies and investment companies.  Given that the Securities Act registration statement relating to the HDD Notes expired on September 12, 2009 and HDD’s Exchange Act reporting obligations were suspended beginning on July 6, 2009, HDD has not been obligated to make any of the filings enumerated in Rule 1-01(a) since 2009.  As a result, we do not believe that Rule 3-10(a) created any independent filing obligation for HDD in 2010.  This interpretation is consistent with informal guidance provided by the Staff to The American Institute of Certified Public Accountants on June 20, 2006 (as set forth on the AICPA website at http://thecaq.org/resources/secregs/pdfs/discussdocs/Discussion_Document_D_06202006_Joint_Meeting.pdf, the “2006 AICPA Guidance”).

In the 2006 AICPA Guidance, the Staff was asked whether a parent guarantor of a debt security for which a Form 15 has been filed is required by Rule 3-10(a) to continue to include in its periodic reports separate financial information of the subsidiary issuer, which subsidiary issuer had never utilized Rule 3-10(c) or Rule 12h-5 because it was not a wholly-owned subsidiary of the parent.  The Staff responded that no such separate financial information is required once a Form 15 is filed.  This analysis indicates that Rule 3-10(a) does not create a separate reporting obligation once an issuer’s Section 15(d) report obligations have been suspended.

The Staff has suggested that a different analysis could apply when a subsidiary issuer of a debt security relies on Rule 12h-5’s exemption from filing separate periodic reports.  In such cases, the Staff suggests that a parent guarantor that has continuing Exchange Act reporting obligations relating to its registered equity securities must include in its periodic reports a condensed consolidating footnote relating to such subsidiary issuer for as long as such debt security is outstanding, notwithstanding the filing of a Form 15 relating to such security.  In supporting this position, the Staff relies upon language taken from the adopting release for Rule 12h-5 (Release No. 34-43124).  We respectfully note, however, that such a requirement could have been expressly included in the language of either or both of Rule 12h-5 and Rule 3-10 but was not.  Indeed, as discussed above, nothing in the language of Rule 12h-5 or Rule 3-10 suggests that a subsidiary issuer relying on Rule 12h-5 will have an additional reporting obligation (separate from the requirements of Section 15(d)) for as long as relevant security is outstanding.  We had not read Rule 12h-5 as imposing such an additional reporting obligation.

We would also observe that, based on the reasoning set forth in the 2006 AICPA Guidance, if a parent guarantor provided an incomplete guarantee (e.g., a contingent guarantee) for a security issued by its subsidiary, then the subsidiary would not be able to rely on Rule 12h-5, and once a Form 15 is filed for such security (which could occur as soon as a few months after the security is issued) neither the parent nor the subsidiary would be required to provide any financial information regarding such subsidiary.  However, if the parent’s guarantee were full and unconditional then, based on our understanding of the Staff’s proposed position with respect to HDD, the parent would be required to provide financial information regarding such subsidiary for as long as such security is outstanding (which could be a period of many years).  This would seem an odd result if Rule 3-10 was designed to require full financial statement reporting to apply post a filing of a Form 15 for the relevant security.  Investors who are not protected by a full and unconditional parent guarantee (and thus would find subsidiary financial information particularly useful) would receive no subsidiary financial information once a Form 15 is filed, but investors who are protected by such a full and unconditional guarantee would continue to receive subsidiary financial information for as long as the security is outstanding.

We believe that this result is not contemplated by the language in Section 15(d), Rule 12h-5 or Regulation S-X.  We have viewed the filing of a Form 15 with respect to the HDD Notes as a statutorily permitted suspension of HDD’s filing obligations and that no HDD Consolidating Footnote was required to be included in the 2010 10-K.  We believe the intent of Rule 3-10(a) was to create separate reporting obligations in cases where an issuer, such as a subsidiary issuer or a subsidiary guarantor, that did not have a separate reporting obligation, issued or guaranteed a registered security.  While a public issuer has an obligation to provide material disclosures to its investors, neither GAAP nor Regulation S-X require that all issuers who have guaranteed notes or bonds (registered or not) provide a consolidating footnote.   Seagate and many other reporting companies have issued significant amounts of debt under exemptions such as Rule 144A without any requirement at the time of issuance or later to provide a consolidating footnote.  So long as the otherwise non-reporting subsidiary issuer/guarantor has no separate reporting obligation arising out of Section 12 or 15 of the Exchange Act, consolidating footnote disclosure is not required.  When an  issuer/guarantor that has reporting obligations arising from the registration of the securities and those obligations are suspended, we do not believe a standalone obligation should be deemed to arise under Rule 3-10 for its reporting parent company.

If the Staff does not share our view, we note that effective July 3, 2010, Seagate underwent a reorganization pursuant to which Seagate Technology plc (“Seagate-Ireland”) became the publicly traded parent of the Seagate family of companies.  As a result of this reorganization, Seagate-Cayman’s equity securities ceased to be registered under the Exchange Act.  As such, neither the issuer nor the guarantor of the HDD Notes has had any Exchange Act reporting obligations since July 3, 2010 and, consistent with the 2006 AICPA Guidance, we do not believe that any HDD Consolidating Footnote is required to be included in Seagate-Ireland’s periodic reports for periods ending after such date.

STUS Notes

On June 1, 2009, STUS succeeded as issuer of the STUS Notes, which were originally issued by Maxtor Corporation.  The STUS Notes were fully and unconditionally guaranteed by Seagate-Cayman.  On July 27, 2010, Seagate-Cayman redeemed the entire outstanding principal amount of the 5.75% Notes. On August 20, 2010, Seagate-Cayman redeemed the entire outstanding principal amount of the 2.375% Notes.

As a result of these redemptions, the STUS Notes ceased to be outstanding on August 20, 2010.  While the Staff notes that the STUS Notes were outstanding as of the balance sheet date for the 2010 10-K, the STUS Notes were not outstanding as of the date on which the 2010 10-K was required to be filed.  Thus, even if consolidating footnotes were required for the STUS Notes for as long as such notes were outstanding, such consolidating footnotes should not have been required at the time the 2010 10-K was filed.  Including a consolidating footnote with respect to STUS would have required substantial cost and effort with no benefit to any investing public because the only “investing public” that would benefit from separate STUS financial information are holders of registered securities issued by STUS and no such securities were outstanding on the date the 2010 10-K was filed.

This position is consistent with the Staff’s hav

CORRESP
1
filename1.htm

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

February 23, 2011

VIA EDGAR AND TELECOPIER 202-772-9210

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:       Stephen Krikorian

Morgan Youngwood

Barbara Jacobs

Philip Rothenberg

Re:          Seagate Technology public limited company

Form 10-Q for the quarterly period ended December 31, 2010

Filed February 3, 2011

Form 10-K for fiscal year ended July 2, 2010

Filed August 20, 2010

File No. 001-31560

Dear Mr. Krikorian:

On behalf of Seagate Technology public limited company, an Irish public limited company (the “Company”), we acknowledge receipt of your letter on behalf of the Staff of the Securities and Exchange Commission, dated February 17, 2011 (the “Staff’s Letter”).

The Company’s legal and accounting teams are carefully reviewing the Staff’s Letter and the Company needs additional time in order to prepare its response.  We respectfully request an extension of time until March 18, 2011 to submit our response.

We trust that our proposed response timetable as set forth above is acceptable. If you have any comments or would like further information, please contact undersigned at (831) 439-2545 or Kenneth M. Massaroni at (831) 439-2547.

Very   truly yours,

/s/   PATRICK J. O’MALLEY

Patrick   J. O’Malley

Executive   Vice President and Chief Financial Officer

cc:       Stephen J. Luczo

Chairman, President and Chief Executive Officer

cc:       David H. Morton

Vice President, Finance, Treasurer and Principal

Accounting Officer

cc:       Kenneth M. Massaroni

Senior Vice President, General Counsel and

Corporate Secretary

February 17, 2011
 Stephen J. Luczo Chief Executive Officer Seagate Technology Public Limited Company Arthur Cox Building Earlsfort Terrace Dublin 2, Ireland
Re:  Seagate Technology Public Limited Company
Form 10-Q for the quarterly period ended December 31, 2010
Filed February 3, 2011 Form 10-K for the fiscal year ended July 2, 2010 Filed August 20, 2010 File No. 001-31560

Dear Mr. Luczo:
 We have reviewed your filings and have th e following comments.  Please note that we
have limited our review to only your financial statements and related disclosures.  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 advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-Q for the quarterly period ended December 31, 2010

Consolidated Financial Statements
Note 12.  Legal, Environmental and Other Contingencies
Convolve, Inc. (“Convolve”) and Massachusetts  Institute of Technol ogy (“MIT”) v. Seagate
Technology LLC, et al., page 27
1. You disclose that this complaint seeks in junctive relief, $800 million in compensatory
damages and “unspecified punitive damages,  including willful infringement.”  Please

 Stephen J. Luczo Seagate Technology Public Limited Company February 17, 2011 Page 2
 revise to disclose the range of possible lo sses that could result from possible punitive
damages, including willful infringement.
Form 10-K for the fiscal year ended July 2, 2010

 Consolidated Financial Statements

 Note 5.  Debt and Convertible Notes, page 85

2. Please tell us your basis for not providing condensed consolidating financial information
pursuant to Rule 3-10 of Regulation S-X for each  security described in Note 5 that was
outstanding at the balance sheet date, other than those for which you disclose that the
security was issued pursuant to a privat e placement exemption and not subsequently
registered.  We note that Section III.C.1 of  Release 34-43124 clarifies that the parent
company periodic reports must include the modified financial information permitted by paragraphs (b) through (f) of Rule 3-10 of Regulation S-X for as long as the subject
securities are outstanding.  Applied to your facts and circumstances, it appears that SX 3-
10 disclosure may have been required for certain securities no twithstanding that the
securities were fully paid and extinguished subsequent to the ba lance sheet date, but
before filing your Form 10-K.  Similarly, it appears that SX 3-10 disclosure may have
been required for certain securities notwithst anding the filing within the fiscal year of a
Form 15 related to those securities.
Note 13.  Legal, Environmental and Other Contingencies, page 113

3. We note your disclosures beginning on page 113 regarding the various litigation matters
to which the Company is exposed.  Please indi cate why you believe that your disclosure
properly discloses your determination of the range of the likelihood of an unfavorable
outcome as defined in FASB ASC 450-20-25-1 (i.e., probable, reasonably possible, and
remote).  We also note that  you have not disclosed either:
(i) the possible loss or range of loss; or
(ii) a statement that an estimate of the loss cannot be made.
If you believe that the likelihood of an unfa vorable outcome is remote, please explain
how your disclosure properly distinguishe s this outcome from the possible outcomes
within the range.  Further,  please clarify how your disc losures comply with the
requirements in paragraphs 3 through 5 of  FASB ASC 450-20-50 and SAB Topic 5Y for
those contingencies that you have determined to  be probable or reason ably possible.  In
this regard for each material contingency, you should disclose an estimate of the possible
loss or range of loss or a statement that such estimate cannot be made.

 Stephen J. Luczo Seagate Technology Public Limited Company February 17, 2011 Page 3

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Morgan Y oungwood, Staff Accountant, at  (202) 551-3479 if you have
any questions regarding comments on the financ ial statements and related matters.  Please
address questions regarding all other comments to  Philip Rothenberg, Staff Attorney, at (202)
551-3466 or Barbara Jacobs, Assistant Director , at (202) 551-3730.  If you need further
assistance, you may cont act me at (202) 551-3730.

       S i n c e r e l y ,         /s/ Stephen Krikorian
              S t e p h e n  K r i k o r i a n          A c c o u n t i n g  B r a n c h  C h i e f

Mail Stop 4561         December 14, 2009  Stephen J. Luczo Chief Executive Officer Seagate Technology P.O. Box 309, Ugland House Grand Cayman KY1-1104, Cayman Islands
Re: Seagate Technology  Form 10-K for Fiscal Year Ended July 3, 2009
Filed August 19, 2009
 File No. 001-31560

Dear Mr. Luczo:

We have 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,

Barbara C. Jacobs Assistant Director

CORRESP
1
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FOIA CONFIDENTIAL TREATMENT REQUESTED BY SEAGATE TECHNOLOGY

PURSUANT TO 17 C.F.R. SECTION 200.83

PRIVILEGED
AND CONFIDENTIAL

  Seagate
  Technology

  920 Disc Drive

  Scotts Valley, CA 95066

  Patrick O’Malley

  Executive Vice President and Chief Financial Officer

  Telephone: (831) 439-2545

  Fax: (831) 439-2528

  Email: Pat.J.O’Malley@seagate.com

  October 27, 2009

Ms. Barbara C. Jacobs

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

RE:                Seagate Technology

Form 10-K for the fiscal
year ended July 3, 2009

Filed August 19, 2009

Definitive Proxy Statement on
Schedule 14a

Filed September 18, 2009

File No. 001-31560

Dear Ms. Jacobs:

Seagate Technology (“Seagate”
or the “Company”) hereby submits for filing by direct electronic transmission
the responses set forth below to the comment letter dated October 8, 2009
from the Staff regarding the filings listed above. To assist your review, we
have included the text of the Staff’s comments below in bold italicized type.

Please note that the version
of this letter filed via EDGAR omits confidential information included in the
unredacted version of the letter that was delivered to the Staff and that such
omissions are denoted in the EDGAR-filed version by bracketed asterisks (“[***]”).

Form 10-K for the fiscal
year ended July 3, 2009

General

1.              You
disclose on page 12 that your worldwide sales group is organized
regionally among “Americas...Africa and the Middle East,” regional references
generally understood to encompass Cuba, Sudan, Iran, and Syria.  In addition, we are aware of a July 2007
news report that two of your senior executives left your company due to
compliance issues related to the Middle East.
We are also aware of an October 2008 news report that Redington
Gulf, which operates in Iran, is a distributor of your products.  Cuba, Sudan, Iran, and Syria are identified
by the State Department as state sponsors of terrorism, and are subject to U.S.
economic sanctions and export controls.
We note that your Form 10-K does not include disclosure regarding
contacts with Cuba, Sudan, Iran, and Syria.

Please describe to us the
nature and extent of your past, current, and anticipated contacts with Cuba,
Sudan, Iran, and/or Syria, if any, whether through subsidiaries, distributors,
retailers, or other direct or indirect arrangements.  Your response should describe any products,
components, equipment, technology, software, or services you have provided to
Cuba, Sudan, Iran, and/or Syria, directly or indirectly, and any agreements,
commercial arrangements, or other contacts you have had with the governments of
these countries or entities controlled by those governments.

Response:

Seagate
has no contacts, directly or indirectly, with Cuba, Sudan, Iran or Syria, or with
any entities controlled by those governments, and we do not anticipate having
any such contacts until such time as it is legally permissible for US companies
to do so.  All Seagate authorized
distributors are contractually bound not to re-export Seagate products to any
country sanctioned by the US government.
As part of our corporate commitment to trade compliance, Seagate
regularly educates its employees and authorized distributors regarding the
prohibitions on doing business with restricted countries.  In addition, Seagate employs a rigorous
screening process to ensure that Seagate does not do business with restricted
parties.

Contrary
to what may have been reported in the news report you referenced, Redington
Gulf FZE is not a Seagate authorized distributor.  Seagate does not have a distributor agreement
with Redington Gulf FZE.  Seagate does
have a distributor agreement with an affiliate, Redington India Ltd.  That distributor agreement limits Redington
India’s sales territory to India, Sri Lanka and Bangladesh.  Redington India is not authorized to sell
Seagate products in any other country.

[***]

Item 1. Business, page 4

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

Response:

We note the Staff’s comment
and do not consider Seagate to be substantially dependent on any of our
contractual agreements to purchase glass substrates within the meaning of Item
601 (b)(10)(ii)(B) of Regulation S-K. Item 601(b)(10)(ii)(B) provides
examples of contracts that would be considered to be substantially dependent
including contracts to purchase the major part of registrant’s requirements of
goods, services or raw materials.

As noted in our 10-K, glass
substrates are used in many of the disk drives that we make for mobile and
small form factor consumer electronics (CE) products. Mobile and small form
factor CE products accounted for less than 25% of our total hard disk drives
shipped and revenues in our fiscal year ended July 3, 2009. Glass substrates
are one of a number of components of which we use to manufacture our hard disk
drives and accounts for only 1% of our cost of goods sold. Seagate has
contractual agreements with two suppliers of glass substrates and believes
there are at least three additional suppliers which could supply glass
substrates to Seagate. Seagate has elected to focus its purchase of glass
substrates in order to take advantage of volume pricing.

We believe it is appropriate
to address a potential supply constraint of glass substrates in the business
section in our 10-K and the potential impact to the Company if there is a
shortage of any of our critical components as a risk factor in our 10-K. Nevertheless,
we do not believe we are substantially dependent on our contractual agreements
with our glass substrate suppliers as glass substrates do not constitute a
major part of our requirements for goods, services or raw materials.

Item 1A. Risk Factors, page 19

“Substantial Leverage — Our
substantial leverage may place us. . .” page 29

3.                                      Please
provide quantified disclosure of the “significant debt and debt service
requirements” you reference in this risk factor.

Response:

We acknowledge the Staff’s
comment and observe that we have provided detailed, quantified disclosure of
our debt and debt service requirements in, for example, Management’s Discussion
and Analysis of Financial Conditions and Results of Operations at page 63,
Liquidity Sources, Cash Requirements and Commitments; page 65 Contractual
Obligations and Commitments; and in the Notes to Consolidated Financial
Statements at page 95,  Credit Facilities,

Long-Term Debt and Convertible Notes.  The Company will, however, add additional
disclosure, as appropriate, to the referenced Risk Factor in future filings.

“Potential Governmental Action —
Governmental action against companies located in offshore jurisdictions. . .” page 36

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

Response:

We acknowledge the Staff’s
comment and observe that a number of legislative proposals regarding the
taxation of companies located in offshore jurisdictions have previously been
considered, including S.B.506 and H.R.1265.
The Company will continue to monitor legislative initiatives in this
area and provide additional disclosure to the referenced Risk Factor in future
filings, to the extent warranted by such legislation.

Part III

Item 11. Executive Compensation
(incorporated from Definitive Proxy Statement on Schedule 14A filed September 18,
2009)

Compensation Discussion and
Analysis

Executive Market Comparison Peer
Group, page 38

5.                                      We note that you undertook several significant changes in
your executive compensation program at various points during your fiscal year, as
described your [sic] compensation discussion and analysis.  However, it is not clear, in each instance
why you undertook these particular changes at the respective times.  For instance, we note your statement on page 39
indicating that you reviewed your current Peer Group and, “inline with
shareholder advisory group best practice recommendations,” revised the
selection criteria.
Please tell us, and disclose in future filings as appropriate, why you
undertook to revise the peer group during the fiscal year and to use the
revised peer group for compensation analysis at the specified date in April 2009.

Response:

Seagate
conducts annual salary reviews for all of its employees, including the Named
Executive Officers (NEOs), each September.
Accordingly, the Compensation Committee (the “Committee”) reviews the
Company’s then current Peer Group annually and, if appropriate, updates the
composition of the Peer Group in advance of performing market comparisons of
the NEOs’ compensation packages during the September salary review.  Based on the selection process and on
external changes in industry classification, business models, market
capitalization values, sales, and availability of data filed with the SEC, the
Committee typically makes some adjustments to the Peer Group each year.  For fiscal year 2009, the Committee modified
the selection process by narrowing the criteria on which potential Peer Group
companies are selected.  This process
resulted in a smaller Peer Group, comprised of companies most similar to
Seagate, and was intended to bring the Company’s Peer Group selection in line
with the typical analysis done by shareholder advisory groups.

As
indicated in our filing, the use of a revised Peer Group did not significantly
affect decisions made with respect to the compensation of the NEOs for the
fiscal year, as the market values in the revised Peer Group turned out to be
similar to those in the original Peer Group.
As a result of the similarity in Peer Group data, the timing of the
change during our fiscal year was not considered to be material to the Company’s
disclosure or the Committee’s decisions regarding fiscal year 2009 NEO
compensation

Pay Recovery Policy, page 49

6.                                      You
indicate that the Pay Recovery Policy was adopted on January 29, 2009 to
provide standards for recovering compensation obtained by an Executive through
willful misconduct or fraudulent means.
Please tell us the basis for initiating this policy midway through your
fiscal year.

Response:

The Committee initiated the Pay Recovery Policy in January 2009
to apply to future equity and bonus awards made to an Executive after the
policy went into effect.  The terms of
the Pay Recovery Policy had been under development by the Company during most
of calendar year 2008.  The Committee’s
decision to implement this policy midway through Seagate’s 2009 fiscal year was
based on its determination that such types of policies had become increasingly
common among public companies, were in the best interests of shareholders and
that the Committee was satisfied with the specific terms of the Pay Recovery
Policy.  As a result, the timing of the
adoption of the Pay Recovery Policy was not considered to be material to the
Company’s disclosure or the Committee’s decisions regarding fiscal year 2009 NEO
compensation.

Item 13. Certain Relationships
and Related Transactions (incorporated from Definitive Proxy Statement on
Schedule 14A filed September 18, 2009)

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

Response:

In future filings the Company
will consider the addition of a statement as suggested by the staff.

In connection with the
foregoing response, we acknowledge 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 should have any questions or comments regarding
this letter, please contact Patrick O’Malley, Chief Financial Officer, at
831-439-2545 or Kenneth M. Massaroni, Senior Vice President, General Counsel,
and Secretary, at 831-439-2547.

  Sincerely,

  /s/ Patrick J. O’Malley

  Patrick J. O’Malley

  Executive Vice President, Finance and Chief
  Financial Officer

  (Principal Financial Officer)

cc: Kenneth M. Massaroni

Senior Vice President,

General Counsel and Secretary

David Z. Anderson

Vice President Finance, Treasurer and

Principal Accounting Officer

William H. Hinman, Jr.

Ryan P. Nolan

Simpson Thacher &  Bartlett LLP

Morgan Youngwood

Securities and Exchange Commission

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

Dear Mr. Luczo:

We have reviewed the above-referenced filing and have the following comments.
If indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended July 3, 2009

General

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

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

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

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

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

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

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

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

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

Part III

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

 Executive Market Comparison Peer Group, page 38

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

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

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

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite
our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.

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

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

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

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

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

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

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

Mail Stop 4561
March 5, 2009
 Patrick O’Malley
Chief Financial Officer
Seagate Technology P.O. Box 309GT Ugland House, South Church Street George Town, Grand Cayman Cayman Islands

Re:  Seagate Technology
Form 10-K for the fiscal year ended June 27, 2008
Filed August 13, 2008 File No. 001-31560

Dear Mr. O’Malley:

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.

        S i n c e r e l y ,            Stephen Krikorian         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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filename1.htm

SEC Response Letter

 Seagate Technology

 920 Disc Drive

 Scotts Valley, CA 95066

 Patrick J. O’Malley

 Executive Vice
President and Chief Financial Officer

 Telephone: (831) 439-2545

 Fax: (831) 439-2528

 Email: Pat.J.O’Malley@seagate.com

 January 26, 2009

 Mr. Stephen Krikorian

 Accounting Branch Chief

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

RE:
Seagate Technology

 Form 10-K for the fiscal
year ended June 27, 2008

 Filed August 13, 2008

 File No. 001-31560

 Dear Mr. Krikorian:

 Seagate Technology (“Seagate” or the “Company”) hereby submits for filing by direct electronic transmission the responses set forth
below to the comment letter dated December 15, 2008 from the Staff regarding the filings listed above. To assist your review, we have included the text of the Staff’s comments below in bold italicized type.

 Form 10-K for the fiscal year ended June 27, 2008

 General

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

 Response:

 We acknowledge the Staff’s comment
and, in response, we have added the required acknowledgements at the end of this response letter.

 Properties, page 36

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

 Response:

 We acknowledge the Staff’s comment and in response, we will provide additional disclosure in future filings that addresses each of the items noted in the Staff’s comment for each of our material factories.

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

 Seagate Overview

 Operating Performance, page 47

3.
We note your response to our prior comment 3. We continue to believe that your disclosure in this area could be enhanced by, for instance, noting the reasons for the delayed
product introductions and describing any efforts you have made to mitigate these delays. Your risk factors speak generally as to product delays due to inability to achieve high production yields, lags in customer qualification, and shortage of
critical components, but there is no indication in your overview as to which of these factors, if any, contributed to the specific product delays to which you refer in this section. We note that some of these factors are within the company’s
control, and others are not. To the extent material, consider enhancing your disclosure in future filings.

 Response:

 We acknowledge the Staff’s comments and in future filings, we will consider the Staff’s suggestions regarding our MD&A
disclosure as well as continue to meet the criteria set forth in Part III.B.4 paragraph 2 of Release No 34-48960.

 Critical Accounting Policies, page
52

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

 Response:

 We acknowledge the Staff’s
observations and recommendations for additional disclosures in our Critical Accounting Policies related to goodwill impairment, and will in future filings provide enhanced disclosures responsive to the Staff’s suggestions. We supplementally
provide the following information to address each of the areas the Staff believes additional discussion will enhance our disclosure.

 A. “Clarify
whether you only use the discounted cash flows to determine fair value.”

 In determining the fair value of our reporting units in
Step 1 of a FAS 142 analysis, we use one or both of the commonly accepted valuation methodologies: 1) the income approach, which is based on the present value of discounted cash flows projected for the reporting unit, and 2) the market approach,
which estimates a fair value based on an appropriate revenue and/or earnings multiple(s) derived from comparable companies, adjusted by an estimated control premium (since observable equity values of comparable companies are typically values of
minority holdings). The estimated control premium is based on reviewing observable transactions involving controlling interests in comparable companies. We may use a weighted average of the fair values determined separately using the income and
market approaches if we determine that this will provide a more appropriate estimated fair value of the reporting unit(s).

 If the conclusion from the Step 1 analysis indicates that we need to proceed to Step 2 for any of our
reporting units, we will estimate the fair value of all identifiable assets and liabilities of the reporting unit using the same valuation methodologies described above (i.e. income and market approaches) and, where appropriate, the replacement cost
approach.

 B. “Explain the nature of the ‘procedure’ described as ‘an analysis of market capitalization.’ Please indicate
whether this analysis includes reconciling your market capitalization to the aggregate fair value of all reporting units. Describe how you estimate a control premium and indicate how that is factored into your analysis.”

 We reconcile the aggregate fair values of the reporting units determined in Step 1 (as described above) to the enterprise market capitalization to derive
the implied control premium. We compare the implied control premium to premiums paid in observable recent transactions of comparable companies to determine the reasonableness of that assumption and the fair values of the reporting units estimated in
Step 1. Please also refer to our response above regarding the determination of appropriate control premiums assumed in the market approach of valuation, if used.

 C. “Tell us the annual goodwill impairment assessment date.”

 Our most recent annual goodwill impairment
assessment was performed in the fourth quarter of our fiscal year 2008. As we disclosed in our Current Report on Form 8-K filed on December 24, 2008, we are currently performing an interim review of goodwill and other long-lived assets for
impairment.

 D. “Indicate how the reporting units are identified, goodwill is allocated to the reporting units and how the estimated fair value of
each reporting unit is determined.”

 We follow the guidance in paragraphs 30 and 31 of FAS 142 to identify the reporting units for
which goodwill should be evaluated for impairment. Based on this guidance, we have determined that we have two reporting units to which goodwill is assignable: the Hard Disk Drives (HDD) reporting unit and the Services reporting unit. Each of these
reporting units constitutes a business and is the lowest level for which discrete financial information is available and is regularly reviewed by management. The acquired businesses underlying the Company’s goodwill are specific to either the
HDD or the Services reporting units and the goodwill amounts are assigned as such following the guidance in paragraphs 34 and 35 of FAS 142. The estimated fair value of each reporting unit is determined as discussed in our response (A) above.

 We supplementally inform the Staff that the Services reporting unit accounts for less than 1% of Seagate’s revenues and less than 3%
of total assets.

 In future filings we will describe the methodologies, estimates and assumptions used in our assessment and evaluation of
goodwill impairment, including the areas discussed in the Staff’s comment and our responses above.

 Consolidated Financial Statements

 Note 1. Summary of Significant Accounting Policies

 Critical Accounting Policies and Use of Estimates, page 75

5.
Your responses to prior comments No. 4 and 5 do not give specific indication as to whether the valuations are statements of the valuation firms or of your company. In
fact, in each case you state you “approved” the valuations, which would appear to indicate that these valuations are third party statements that you subsequently decided to accept. Accordingly, please comply with Rule 436 with respect to
valuations, or provide us with a more detailed analysis as to why that rule should not apply. Refer to Question 141.02 of our Compliance and Disclosure Interpretations with respect to Securities Act Sections, posted on our website at
http://www.sec.gov/division/corpfin/guidance/sasinterp.htm.

 Response:

 In future filings, we will eliminate the noted references to the valuation experts because the Company takes full responsibility for, and ownership of, the valuations and the conclusions reached. Additionally, if in the future we do make
reference to reliance on third party valuation experts, we will ensure that we obtain the consent of the experts and will include disclosure of such in accordance with Rule 436.

 Note 11. Goodwill and Other Intangible Assets, page 115

6.
Consider expanding your goodwill impairment footnote on page 76 to disclose how you conduct an annual impairment assessment including when and how you will perform a
“Step 2” assessment. This disclosure should also address how you determine fair value while conducting this assessment.

 Response:

 We acknowledge the Staff’s recommendation for expanded disclosures in our goodwill footnote and will provide
additional responsive disclosures in future filings.

7.
We note your response to prior comment No. 6 that indicates you do not believe a triggering event has occurred. Indicate your policy for evaluating the duration and
severity of the decline in your stock price. Discuss the reasons why you believe your stock price and market capitalization declined. Explain how the factors that are impacting your stock price effect your discounted cash flow fair value valuation.
Explain why these factors are not symptoms of adverse changes in your business climate. We note from the Form 8-K filed on December 10, 2008 that you expect lower demand for your products, a more competitive pricing environment, and you have
lowered your original expectations for revenue and operating results for the current quarter ending December 31, 2008.

 Response:

 We acknowledge the Staff’s observation regarding the decrease in our stock price and our market
capitalization since the fiscal year ended June 27, 2008. We note that our enterprise market capitalization, without considering a control premium, was consistently above our carrying value throughout our 2008 fiscal year and throughout our
quarter ended October 3, 2008 (at October 3, 2008 our market capitalization of $5.3 billion exceeded our carrying value of $4.6 billion). During October 2008, our stock price subsequently dropped below our book value per share. Through
October 30, 2008, when we filed our Form 10-Q for the quarter ended October 3, 2008, our market capitalization had been below our carrying value for less than 30 days. In our evaluation of the duration and severity of the decline in our
stock price, we considered both quantitative and qualitative factors and concluded that this period of time was not sufficient to determine whether our market capitalization had suffered a sustained decrease, particularly considering the volatility
of the overall market. At that time, we believed the decline in the price of our stock was a function of both macro-economic factors, principally frozen credit markets and the general uncertainty in the global economy, as well as Company-specific
factors that were impacting our near term performance. We also believed that the longer term outlook for our industry remained positive and our longer term forecasts for both the HDD and Services reporting units were not significantly different from
corresponding forecasts we had at the end of our 2008 fiscal year. Therefore, through October 30, 2008, when we filed our Form 10-Q for the first quarter, we did not believe that any event or circumstance such as those listed in paragraph 28
(a) to (g) of SFAS 142 had occurred that would indicate that the fair value of our reporting units would more likely than not be reduced below their carrying values and we did not believe that a triggering event had occurred that required
an interim goodwill impairment test based on the guidance in FAS 142.

 As we indicated in our response to the Staff’s letter dated October 31, 2008, we continued to
monitor our stock price, the macro-economic environment, industry trends and the other events and circumstances pertaining to our business as described in paragraph 28 (a) to (g) for indicators that could represent a triggering event.

 During late November and December 2008, we observed a sharp deterioration in the general business environment and in all of our major
markets. We then believed the deterioration to be of a far more protracted nature than that which we observed to be impacting our near-term performance earlier in the quarter. Several of our customers, competitors and other bellwether technology
companies reduced their financial outlooks and/or otherwise disclosed that they were experiencing very challenging market conditions with little visibility of a rebound. Another indicator of the rapidly declining market was the gap between Total
Available Market (TAM) forecast by industry analysts and the actual demand that materialized for the quarter. In October 2008, the TAM for hard drives was thought to be 156 million units. In early December, the estimated TAM declined and was
expected to be approximately 135 million units. Upon completion of the December 2008 quarter, preliminary industry data indicates that actual shipments for the industry in the December quarter were only approximately 123 million units.

 On December 10, 2008, we filed a Current Report on Form 8-K to communicate a reduction in our estimated revenues for the December 2008
quarter. We also determined that our longer term financial projections should also be reduced and that a significant adverse change in our business climate had occurred, representing a triggering event under FAS 142 and FAS 144, and we commenced an
interim test of goodwill for impairment and a test of other long-lived assets for recoverability. We disclosed in our Current Report on Form 8-K filed on December 24, 2008 that, based on our FAS 142 and FAS 144 impairment analyses to-date, we
expect to record a material impairment charge relating to goodwill, and potentially other long-lived assets, in our second fiscal quarter ended January 2, 2009.

 We will provide appropriate disclosures in our Form 10-Q for our second fiscal quarter ended January 2, 2009 regarding these matters and will take into account the Staff’s comments in providing these
disclosures.

 In connection with the foregoing response, we acknowledge that:

 (1) The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 (2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action w

CORRESP
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SEC Response Letter

 SEAGATE TECHNOLOGY

 December 18, 2008

 VIA EDGAR AND TELECOPIER 202-772-9210

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
 Stephen Krikorian

 Morgan Youngwood

Re:
Seagate Technology

Form 10-K for the fiscal year ended June 27, 2008 filed August 13, 2008

File No. 001-31560

 Dear Mr. Krikorian:

 On behalf of Seagate Technology, an exempted company incorporated with limited liability under the laws of the Cayman Islands, we acknowledge receipt of
your letter on behalf of the Staff of the Securities and Exchange Commission, dated December 15, 2008 (the “Staff’s Letter”).

 As you may know, we spoke with Morgan Youngwood on December 16, 2008 regarding our request for an extension to respond to the Staff’s Letter. This letter is submitted at Mr. Youngwood’s request to confirm our discussion
regarding our proposal to submit a written response to the Staff’s Letter by January 30, 2009.

 We trust that our proposed
response timetable as set forth above is acceptable. If you have any comments or would like further information, please contact the undersigned at (831) 439-2781 or Kenneth M. Massaroni at (831) 439-2547.

Very truly yours,

/s/ David Z. Anderson

David Z. Anderson

Principal Accounting Officer and Treasurer

cc:
William D. Watkins

  Chief Executive Officer

cc:
Patrick J. O’Malley

  Chief Financial Officer

cc:
Kenneth M. Massaroni

  Senior Vice President, General

  Counsel and Secretary

Seagate Technology

Mail Stop 4561
December 15, 2008
 William D. Watkins
Chief Executive Officer
Seagate Technology P.O. Box 309GT Ugland House, South Church Street George Town, Grand Cayman Cayman Islands

Re:  Seagate Technology
Form 10-K for the fiscal year ended June 27, 2008
Filed August 13, 2008 File No. 001-31560

Dear Mr. Watkins:

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

General

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

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

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

Seagate Overview

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

Critical Accounting Policies, page 52

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

Note 1.  Summary of Significant Accounting Policies

Critical Accounting Policies and Use of Estimates, page 75

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

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

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

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 You may contact Morgan Youngwood, Staff Accountant,  at (202) 551-3479 if
you have any questions regard ing comments on the financia l statements and related
matters.  Please address questions regardi ng all other comments to Donna Levy, Staff

William D. Watkins
Seagate Technology December 15, 2008 Page 4  Attorney, at (202) 551-3292 or David Orlic, Special Counsel at (202) 551-3503.  If you
need further assistance, you ma y contact me at (202) 551-3730.
        S i n c e r e l y ,
              Stephen Krikorian         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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SEC Response Letter

 Seagate Technology

 920 Disc Drive

 Scotts Valley, CA 95066

 Patrick J. O’Malley

 Executive Vice
President and Chief Financial Officer

 Telephone: (831) 439-2545

 Fax: (831) 439-2528

 Email: Pat.J.O’Malley@seagate.com

 November 19, 2008

 Mr. Stephen Krikorian

 Accounting Branch Chief

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

RE:
Seagate Technology

Form 10-K for the fiscal year ended June 27, 2008

Filed August 13, 2008

Definitive Proxy Statement on Schedule 14a

Filed September 19, 2008

File No. 001-31560

 Dear Mr. Krikorian:

 Seagate Technology (“Seagate” or the “Company”) hereby submits for filing by direct electronic transmission the responses set forth below to the
comment letter dated October 31, 2008 from the Staff regarding the filings listed above. To assist your review, we have included the text of the Staff’s comments below in bold italicized type.

 Form 10-K for the fiscal year ended June 27, 2008

 Business

 Customers, page 13

1.
We note your statement that both Dell and HP accounted for more than 10% of your revenues in 2008. State whether you have an agreement with both Dell and HP and if so,
disclose the material terms. If there are agreements, please also provide us an analysis for each agreement as to why it does not need to be filed under Item 601(b)(10) of Regulation S-K.

 Response:

 Seagate’s relationships with both
Dell and HP as OEM customers are governed by master purchase agreements. These agreements outline the general terms of the business relationships with these customers such as shipping, payment and warranty terms. They are entered into in the
ordinary course of business, are common in the industry and do not differ materially from those between Seagate and its other large OEM customers. These arrangements are not exclusive and contain no obligations requiring these customers to purchase
or Seagate to sell any specific quantities of our products. Seagate only ships products to these customers pursuant to the receipt of authorized purchase orders. The master purchase agreements operate as a convenience that allows for the use of
shorter form purchase orders, if and when orders are submitted.

 Although Seagate may realize revenue greater than 10% from Dell and HP, the
Company is not substantially dependent on the agreements in place with these customers within the meaning of Item 601(b)(10)(ii)(B). The revenue we generate from Dell and HP and other OEM customers depends heavily on fluctuating industry
demand, our ability to meet the OEM qualification standards for products to be included in their systems and the quality of our relationships with them as OEM customers. Our relationships with Dell and HP span many years. Characterizing the ordinary
course master purchase agreements as material contracts may give them the appearance of greater significance than their terms would otherwise suggest since the contracts do not require purchases or ensure any level of purchase activity, or otherwise
create an incentive or obligation for the customers to purchase product.

Hence, we do not believe our business could be viewed as substantially dependent on them within the meaning of 601(b)(10)(ii) of Regulation S-K. In light of
the Staff’s comment, however, we will in future filings note that we have master purchase agreements in place with Dell and HP that are cancelable for convenience by either party upon written notice, and do not require either customer to
purchase any minimum or other specified quantity of our products.

 Properties, page 36

2.
Ensure that you have provided all of the information required by Item 102 of Regulation S-K, which requires information as to the suitability, adequacy, productive
capacity and extent of utilization of your principal facilities. Refer to Instruction 1 to Item 102.

 Response:

 We note the Staff’s comment and will add additional disclosure in future filings substantially in the following form:

With the exception of certain facilities that are included in various exit plans as described in “Note 5: Restructuring and Exit Costs”, we
believe that our existing facilities are suitable and adequate for our present purposes and that the productive capacity in such facilities is substantially being utilized or we have plans to utilize them.

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

 Seagate Overview

 Operating Performance

 Mobile, page 47

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

 Response:

We respectfully acknowledge the Staff’s comment and are cognizant of the Staff’s guidance in paragraph 2, Part III.B.4 of Release
No. 34-48960 regarding Management Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”). We consistently use the Staff’s guidance in the Release in our review of our earnings releases and
transcripts of earnings calls to identify material factors affecting our results of operations. We strive to provide explanations beyond identifying intermediate causes without burdening or distracting the reader with immaterial detail, in
accordance with the Staff’s guidance on materiality in Part III.B.2 of the same Release. We believe that our disclosure in our annual report referenced in the Staff’s comment meets the disclosure requirements of Item 303 of Regulation
S-K and the Staff’s guidance in paragraph 2, Part III.B.4 of the Release.

 The Staff’s comment references the section of MD&A
that discusses product specific revenue performance for each of our product market applications. Our discussion on our Mobile product market application describes how the Mobile market’s overall growth rate in units shipped was 45% while our
growth rate in units shipped for this market was 38%. As the Staff highlights in its comment, our disclosure notes that “[o]ur slower than market growth was mainly attributable to delayed product introductions allowing our competitors to
capture additional market share during the year.”

 We believe that this disclosure is of the same level of detail as described in paragraph 2, Part III.B.4
of the Release, which provides that “[t]he analysis should reveal underlying material causes of the matters described, including for example, if applicable, difficulties in the manufacturing process, a decline in the quality of a product, loss
in competitive position and market share….” We believe that our disclosure identifies both the intermediate trend—the lost market share—and the underlying material cause of that trend—our delayed product
introductions—in accordance with the Staff’s guidance. Our CEO’s comments that the Staff references in the transcript of our earnings call were, as he described, adding color to a response provided by our CFO to a question about the
September quarter’s forecasted gross margin. As the Staff’s guidance in paragraph 5 of Part III.B.2 of the same Release notes, “[t]here…may be circumstances where an item may not be material in the context of a discussion of
annual results of operations but is material in the context of interim results.” While we recognize that the comments of our CEO that the Staff references are not strictly limited to the Company’s performance in one fiscal quarter, his
response does not describe the underlying material cause for the lost market share in the Mobile product market application for the fiscal year. Consequently, we provided what we believe to be an appropriate level of detail relevant for the Mobile
product market application for our annual report.

 We will, however, continue our practice of reviewing our earnings releases and
transcripts of earnings calls to ensure that items in that context are disclosed in our periodic reports when appropriate in accordance with the Staff’s guidance in Release No. 34-48960. We appreciate the Staff’s observations and will
use them in considering the application of Release No. 34-48960 to our future filings.

 Consolidated Financial Statements

 Note 1. Summary of Significant Accounting Policies

 Critical Accounting Policies and Use of Estimates, page 75

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

 Response:

 We use
third-party valuation firms primarily to obtain access to comparable company data, utilize their expertise related to other market participants, and to assist with the performance of the fair value calculations of certain tangible and intangible
assets and certain liabilities assumed in business combinations. The valuations were based on financial projections and other assumptions provided by the Company. In each case, we reviewed and approved the valuations. In the future, we will remove
references to the use of these third-party valuation firms for these purposes in order to avoid any implication that we are relying upon third-parties as experts. However, if we use third-party valuations more extensively in the future, we will
follow the Staff’s guidance in Rule 436(b) of Regulation C to determine if written consents of such persons are required to be filed as exhibits.

 Note 4. Income Taxes, page 96

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

 Response:

 One of the requirements under Internal
Revenue Code Section 382 for determining the annual limitation on the usage of U.S. tax attribute carryovers is to quantify the fair market value of the Company’s U.S. subsidiaries subject to the limitation as of the date of the specified
ownership change which triggered application of the Section 382 rules. The Seagate common shares sold by New SAC were publicly traded and reflected enterprise-wide value including a portion attributable to Seagate entities not subject to the
U.S. taxation system. Therefore, a separate valuation was required specifically for the entities subject to U.S. tax in order to determine the subsequent annual Section 382 limitation.

 Seagate engaged an independent valuation firm to assist the Company with the determination of fair market
value of the specific U.S. entities subject to the annual Section 382 limitation as defined by the Internal Revenue Code and supporting court decisions dealing with fair market value. The valuation was based on financial projections and other
assumptions provided by the Company and we reviewed and approved the final valuation. In the future, we will remove references to the use of a third-party valuation firm in order to avoid any implication that we are relying upon third-parties as
experts. However, if we use third-party valuations more extensively in the future, we will follow the Staff’s guidance in Rule 436(b) of Regulation C to determine if written consents of such persons are required to be filed as exhibits.

 Note 11. Goodwill and Other Intangible Assets, page 115

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

 Response:

 We acknowledge the Staff’s observation regarding the decrease in our stock price and, therefore, our market capitalization since the fiscal year
ended June 27, 2008. While we do monitor our stock price and market capitalization, we do not believe that the decrease in our stock price and market capitalization since June 27, 2008 through the filing date of our Form 10-Q for the
quarter ended October 3, 2008 constitutes a triggering event that would indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value such that an interim goodwill impairment test based on the
guidance in SFAS 142 is required.

 We monitored events and circumstances including those described in paragraph 28 (a) to (g) to
determine whether a triggering event occurred since our 2008 fiscal year-end and through the filing date of our Form 10-Q for the quarter ended October 3, 2008. Through that date, we did not believe there was evidence that an event or
circumstance had occurred that would require an interim evaluation of goodwill impairment, and we believed the long-term growth trends in our industry and for the Company remained positive. We will continue to monitor our stock price, the
macro-economic environment, industry trends and the other events and circumstances described in paragraph 28 (a) to (g) for indicators that could represent a triggering event. If we determine that any of these factors are indicative of a
triggering event suggesting it is more likely than not that the fair value of one of our reporting units has fallen below its carrying value, we will perform a test for goodwill impairment in the period we make such determination.

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

 Compensation Discussion & Analysis

 How We Determine Individual Compensation Amounts, page 28

 7.

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

 Response:

 In future filings, the Company will
discuss the factors its Compensation Committee considered in selecting a particular percentile range of the Peer Group for the NEOs’ target total compensation or for one or more specific components of target total compensation. Additionally, in
future filings, the Company will discuss the extent to which its Compensation Committee considered the comparative performance of the Peer Group companies and, if it did, how the Company’s performance compares to them.

 Base Salary, page 29

8.
You state that in approving NEO salaries you considered individual performance. As a result, it appears that the objectives you set for evaluating performance are a material
part of your compensation policy. In future filings, please disclose the objectives in

CORRESP
1
filename1.htm

Letter to the SEC

 SEAGATE TECHNOLOGY

 November 5, 2008

 VIA EDGAR AND TELECOPIER 202-772-9210

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Stephen Krikorian

Morgan Youngwood

Re:
Seagate Technology

 Form 10-K for the Fiscal
Year Ended June 27, 2008 filed August 13, 2008

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

 File No. 001-31560

 Dear
Mr. Krikorian:

 On behalf of Seagate Technology, an exempted company incorporated with limited liability under the laws of the Cayman
Islands (the “Company”), we acknowledge receipt of your letter on behalf of the Staff of the Securities and Exchange Commission, dated October 31, 2008 (the “Staff’s Letter”).

 As you may know, we spoke with Morgan Youngwood on November 3, 2008 regarding our request for an extension to respond to the Staff’s Letter. The
Company’s legal, financial and accounting teams are carefully reviewing the Staff’s Letter and the Company needs additional time in order to prepare its response. This letter is submitted at Mr. Youngwood’s request to confirm our
discussion regarding our proposal to submit a written response to the Staff’s Letter by December 5, 2008.

 We trust that our
proposed response timetable as set forth above is acceptable. If you have any comments or would like further information, please contact the undersigned at (831) 439-2781 or Kenneth M. Massaroni at (831) 439-2547.

 Very truly yours,

 /s/ David Z. Anderson

 David Z. Anderson

 Principal Accounting Officer and Treasurer

cc:
William D. Watkins

    Chief Executive Officer

cc:
Patrick J. O’Malley

    Chief Financial Officer

cc:
Kenneth M. Massaroni

    Executive Vice President, General

    Counsel and Secretary

Seagate Technology

Mail Stop 4561
October 31, 2008
 William D. Watkins
Chief Executive Officer
Seagate Technology P.O. Box 309GT Ugland House, South Church Street George Town, Grand Cayman Cayman Islands

Re:  Seagate Technology
Form 10-K for the fiscal year ended June 27, 2008
Filed August 13, 2008 Definitive Proxy Statement on Schedule 14A Filed September 19, 2008 File No. 001-31560

Dear Mr. Watkins:

We have reviewed the above-referenced f ilings and have the following comments.
If indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the fiscal year ended June 27, 2008

 Business

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

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

Properties, page 36

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

 Seagate Overview

 Operating Performance

 Mobile, page 47

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

Note 1.  Summary of Significant Accounting Policies

Critical Accounting Policies and Use of Estimates, page 75

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

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

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

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

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

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

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

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

Base Salary, page 29

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

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

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

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

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

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite
our review.  Please furnish a cover letter that keys your response to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

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

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Morgan Youngwood, Staff Accountant,  at (202) 551-3479 if
you have any questions regard ing comments on the financia l statements and related
matters.  Please address questions regardi ng all other comments to Donna Levy, Staff
Attorney, at (202) 551-3292 or David Orlic, Special Counsel at (202) 551-3503.  If you
need further assistance, you ma y contact me at (202) 551-3730.
        S i n c e r e l y ,
              Stephen Krikorian         A c c o u n t i n g  B r a n c h  C h i e f

Room 4561
November 30, 2007
 Charles C. Pope
Chief Financial Officer
Seagate Technology P.O. Box 309GT Ugland House, South Church Street George Town, Grand Cayman Cayman Islands

Re:  Seagate Technology
Form 10-K for the fiscal year ended June 30, 2006
Filed September 16, 2006 File No. 001-31560

Dear Mr. Pope:
   We have completed our review of your Form 10-K and the related filings, and do not, at this time, have any further comments.              S i n c e r e l y ,            Stephen Krikorian         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Response Letter

 SEAGATE TECHNOLOGY

 920 Disc Drive

 Scotts Valley, CA
95006

 Charles C. Pope

 Executive Vice
President and

 Chief Financial Officer

 Telephone:
(831) 439-2773

 Fax: (831) 438-8128

 Email: charles.pope@seagate.com

 October 12, 2007

 Mr. Stephen Krikorian

 Accounting Branch Chief

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

RE:
Seagate Technology

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

 Filed February 2, 2007

 File No. 001-31560

 Dear Mr. Krikorian:

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

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

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

 1

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

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

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

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

 RESPONSE

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

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

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

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

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

 2

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

 The
basis for these conclusions is as follows:

 Applicability of SFAS 150

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

 Applicability of EITF 99-7

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

 Applicability of SFAS 133

 Are the prepaid forward
agreements freestanding derivatives?

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

 Are there embedded features that potentially could be embedded derivatives?

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

 3

 Determination of units of analysis for the SFAS 133 evaluation

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

(a)
one embedded derivative with several triggers; or

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

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

 Are the identified embedded features derivatives pursuant to SFAS 133?

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

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

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

 Evaluation of Paragraph 12 of SFAS
133

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

 Paragraph 12 of SFAS 133 Criteria

 Applicability to our prepaid forward agreements

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

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

 4

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

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

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

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

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

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

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

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

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

 5

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

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

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

 Share-settled forward embedded derivative feature
qualifies for equity classification

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

 6

 Other embedded derivative features that qualify for equity classification

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

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

 Equity classification is permitted because

 the embedded derivative feature meets all

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

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

 and

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

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

Nationalization

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

Failure to Deliver

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

Event of Default – Bankruptcy

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

 Embedded derivative features that do not qualify for equity classification

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

CORRESP
1
filename1.htm

Correspondence Letter

 SEAGATE TECHNOLOGY

 920 Disc Drive

 Scotts Valley, CA
95066

Charles C. Pope

Executive Vice President and Chief Financial Officer

Telephone: (831) 439-2773

Fax: (831) 438-8128

Email: charles.pope@seagate.com

 June 25, 2007

 VIA EDGAR

 Mr. Stephen Krikorian

 Accounting Branch Chief

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

RE:

Seagate Technology

Form 10-Q for the quarter ended December 31, 2006

Filed February 2, 2007

 Dear Mr. Krikorian:

 Seagate Technology (the “Company” or “Seagate”) hereby submits for filing by direct electronic transmission the responses set forth below to the comment letter dated June 8, 2007 from the Staff regarding the filing
listed above. To assist your review, we have included the text of the Staff’s comments below in bold italicized type.

 Form 10-Q for the
quarter ended December 31, 2006

 Notes to Consolidated Financial Statements

 Note 9. Repurchase of Equity Securities, page 24

1.
We note your response to prior comment No. 7 of our letter dated March 30, 2007 which states that you believe the prepaid forward contracts do not meet the
definition of a derivative pursuant to SFAS 133 as there is no underlying and there is significant initial investment. Based on your response, it appears you have concluded that the agreements do not meet the definition of a freestanding derivative.
However, based on the guidance of paragraph 12 of SFAS 133, Derivatives Implementation Guide (“DIG”) Issue A1 and Question 2 of DIG Issue A11 it appears that the forward contract is an embedded derivative that you should separate from the
debt host. In this respect, the embedded derivative does not appear to have initial net investment pursuant to the guidance of paragraph 12(c) of SFAS 133 and DIG Issue A1. Further, the embedded derivative appears to have an underlying, namely the
price of your equity, pursuant to the guidance in Question 2 of DIG Issue A11. If you agree that your forward contracts are embedded derivatives that meet the criteria of paragraph 12 of SFAS 133 to be separated from the host contract, explain how
the embedded derivative meets the scope exception of paragraph 11(a) of SFAS 133 or revise to separately account for the forward contract as a derivative. Please provide us with a complete analysis of EITF 00-19 and EITF 01-6 which supports your
conclusion.

 Response:

 We
acknowledge the Staff’s comment; however, we do not believe our physically-settled prepaid forward contracts with third parties to repurchase the Company’s stock contain embedded derivatives as discussed in paragraph 12 of SFAS 133.
As the price of our equity changes during the contract term, it has an inverse impact on the number of shares we will receive such that the total settlement value is unchanged. Neither Derivatives Implementation Guide (“DIG”) Issue A1 nor
DIG Issue A11 Question 2 apply in respect of the prepaid forward contracts Seagate entered into (the “prepaid forward contracts” or “Seagate’s prepaid forward contracts”) as the contracts discussed in those issues are
between two parties to transact a fixed quantity at a specified future date. In the case of Seagate’s prepaid forward contracts, the number of Seagate common shares that Seagate was to receive was not fixed at the outset of the contract but was
a variable number of shares to be physically delivered based on the volume weighted average market price of Seagate’s common shares over the contract term, less the pre-determined discount.

 Notwithstanding our beliefs outlined above, if our physically-settled prepaid forward contracts to repurchase a variable
number of shares were assessed under EITF 00-19 and SFAS 133, we believe these contracts, or any potential embedded derivative features therein, would be classified as equity instruments and would be included in equity. Under EITF 00-19, subsequent
adjustments to the value of the contract recorded in equity at inception would not be recognized as long as the instrument is classified in permanent equity. Paragraphs 8 and 12-32 of EITF 00-19 indicate that equity classification is appropriate for
these prepaid forward contracts (as the stock purchase agreements require physical settlement and no situation exists where the Company would be required to pay additional cash). Since application of EITF 00-19 would indicate that equity
classification is appropriate, we believe that SFAS 133 is not applicable (i.e., the scope exception in paragraph 11(a) of SFAS 133 applies).

 Analysis of the specific requirements of EITF 00-19

 Under paragraph 8 of EITF 00-19, the following contracts would be classified as
equity:

•

 Contracts that require physical settlement or net-share settlement. —Seagate’s prepaid forward contracts require physical settlement
(receipt of shares) and would qualify as permanent equity.

•

 Contracts that provide the company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). These
contracts are classified as equity regardless of the intent of the company. —Seagate’s prepaid forward contracts require physical settlement (receipt of shares) and would qualify as permanent equity.

Consideration of paragraphs 12 to 32 of EITF 00-19 also indicates equity classification is appropriate as follows:

EITF 0019 Requirement

Company Analysis

 1)      The contract must permit the company to settle in unregistered shares. (Since the delivery of registered
shares is not within the control of the company, any provisions that could require the company to deliver registered shares would preclude an equity classification.) An exception to this requirement are contracts that require the delivery of
registered shares that are registered at the inception of the transaction and are not subject to any further timely filing or registration requirements.

Requirement satisfied for equity classification — Not applicable. Seagate is receiving shares that are cancelled upon receipt. There are no circumstances wherein
Seagate could be required to issue additional shares.

 2)      The company has sufficient authorized and unissued shares available to settle the contract after
considering all other commitments that may require the issuance of stock during the maximum period the derivative contract could remain outstanding. (The authorization of additional shares by shareholders is outside the company’s
control.)

Requirement satisfied for equity classification — Not applicable. Seagate is receiving shares that are cancelled upon receipt. There are no circumstances wherein
Seagate could be required to issue additional shares.

 3)      The contract contains an explicit limit on the number of shares to be delivered in a share settlement.
(This requirement must be satisfied to allow a company to determine whether the previous criterion is met.) A contract that provides an explicit limit on the number of shares, which upon settlement may result in a requirement to deliver shares in
excess of the available authorized and unissued shares, would still be considered to meet this and the previous conditions provided that the contract permits the company to settle the excess by a future delivery (when authorized) of a fixed number
of company’s shares.

Requirement satisfied for equity classification — Not applicable. There are no circumstances pursuant to which Seagate could be required to issue additional
shares.

 4)      There are no required cash payments to the counterparty in the event the company fails to make timely
filings with the SEC. (The ability to make a timely SEC filing is not within the control of the company.)

Requirement satisfied for equity classification — There are no cash payments associated with a failure to make timely 1934 Securities Exchange Act filings with the
SEC.

 2

EITF 0019 Requirement

Company Analysis

 5)      There are no required cash payments to the counterparty if the shares initially delivered upon
settlement are subsequently sold by the counterparty, and the sales proceeds are insufficient to provide the counterparty with full return of the amount due (that is, there are no cash-settled “top-off” or “make-whole”
provisions).

Requirement satisfied for equity classification — There is no requirement for Seagate to “top-off” or “make-whole” the counterparties to the prepaid
forward contracts.

 6)      The contract requires net-cash settlement only in specific circumstances in which holders of shares of
the same class as those underlying the contract also would receive cash in exchange for their shares.

Requirement satisfied for equity classification — Not applicable. There are no circumstances wherein Seagate must tender any form of consideration to the counterparty; rather,
the counterparty must tender consideration to Seagate.

 7)      There are no provisions in the contract that indicate that the counterparty has rights that rank higher
than those of a shareholder of the stock underlying the contract. (The contract cannot provide the counterparty any of the rights of a creditor.)

Requirement satisfied for equity classification — The prepaid forward contracts do not extend creditor rights to the counterparties and do not give the counterparties rights
that rank higher than those of a shareholder in the event of the Company’s bankruptcy. In any event, this requirement is not relevant since only the counterparties are potentially obligated to tender consideration to Seagate (not
vice-versa).

 8)      There is no requirement in the contract to post collateral (other than the company’s shares
underlying the contract, but limited to the maximum number of shares that could be delivered under the contract) at any point or for any reason.

Requirement satisfied for equity classification — There are no collateral requirements.

 Analysis of the specific requirements of EITF 01-6

 The instruments addressed in EITF 01-6 are “those for which settlement is based on changes in the issuing company’s stock price and one or more defined
contingencies provided that once the contingencies have occurred, the instrument’s settlement amount is based solely on the issuing company’s stock.” In the case of Seagate’s prepaid forward contracts, the settlement
amount is fixed. The “variable” in Seagate’s prepaid forward contracts is the number of shares to be delivered by the counterparty as determined by the volume weighted average purchase price during the buy-back period. The
value of the settlement is fixed because, as the price of our equity changes during the contract term, such changes have an inverse impact on the number of shares we will receive, such that the total settlement value is unchanged. Therefore, we
believe that Seagate’s prepaid forward contracts, by their very nature, do not fit within the scope of EITF 01-6. Having said that, given the components of the contracts, one can only conclude they are indexed to Seagate’s common shares.

 Based upon the foregoing analysis, we respectfully submit to the Staff that if our physically-settled prepaid forward contracts, or any potential embedded
features therein, were to be assessed under the accounting guidance of EITF 01-6 and EITF 00-19, as outlined above, equity classification would be appropriate. Since EITF 01-6 and EITF 00-19 indicate that equity classification is appropriate, we
believe that SFAS 133 is not applicable (i.e., the scope exception in paragraph 11(a) of SFAS 133 applies).

2.
Your response states, in part, that “the contract requires settlement by the counterparty delivering to the Company shares except in very limited situations that
are outside the control of both the Company and the counterparty.” Please describe all of the situations where share settlement would not be required. Please clarify whether there are any circumstances where the contract might net cash settle
which is outside of your control.

 Response:

 Under the specific terms of the prepaid forward contracts for the purchase by Seagate of Seagate common shares, settlement of the transaction in consideration other than Seagate common shares may take place under the
following circumstances (with cash payment due from the financial institution to Seagate):

•

 In the case of a merger or tender offer, the calculation agent (an affiliate of the counterparty financial institution) has the responsibility to adjust the terms
of the transaction to reflect the new shares and/or financial structure. If the calculation agent is unable to fairly adjust the terms of the transaction to reflect the event (e.g., in the case of share for non-share merger, because there is no
stock consideration for which to adjust; or in the case of a share-for-share acquisition, a lack of sufficient liquidity in the market for the share consideration received, prohibitive transaction costs for the dealer to adjust its hedging position
in a share-for-share acquisition; or receipt of non-U.S. or unlisted shares), the calculation agent has discretion to cancel and pay the contract (“cancellation and payment” is provided for in Section 12.7(c) of the 2002 ISDA Equity
Derivatives Definitions). In cases where the calculation agent cancels and pays the contract prior to maturity, the counterparty will provide all the shares purchased to date and pay the balance of the agreement amount in cash.

 3

•

 Cancellation and payment under the 2002 ISDA Equity Derivatives Definitions also applies in the case of other events that disrupt the ability of the parties to
carry out the agreement to maturity, for example, upon nationalization, insolvency, de-listing or a change in law rendering the transaction illegal or materially increase the cost of performance (including taxes) of the transaction.

•

 Cancellation and payment may also occur in respect of the undelivered portion at Seagate’s election if the counterparty is unable to deliver any portion of
Seagate common shares due to illiquidity in the market for Seagate common shares.

•

 Standard ISDA defaults (e.g., failure to pay, cross-default, breach of representation or covenant) and termination events will also result in a termination of the
agreement and cash liquidation of the position. If Seagate is downgraded two full rating categories by a rating agency or if Seagate is in default or potential default under our credit agreement, the counterparty may declare a loss and settle the
agreement with the current accumulated shares and a cash payment. One of the agreements includes a termination event if Seagate common shares decrease to less than half of their value from agreement date.

 We believe that the circumstances under which cash settlement instead of settlement in Seagate common shares would apply are remote and outside of the control of both
Seagate and the counterparty. As noted in all the above situations, Seagate will never owe the counterparty any further amounts under the prepaid forward contracts.

3.
Please tell us how you treat the prepaid forward contract for purposes of computing diluted EPS. Please clarify how your accounting complies with paragraphs 11 and 12
of SFAS 128 and related interpretations.

 Seagate common shares subject to repurchase under our prepaid forward contracts are
not excluded from the denominator in calculating EPS, until such time as we receive delivery of the Seagate common shares from the counterparty. Because such prepaid forward contracts do not require settlement in a fixed number of Seagate common
shares, we believe that the guidance in SFAS 150 related to forward contracts that require physical settlement by repurchase of a fixed number of the issuer’s common shares in exchange for cash is not applicable. That is, the aggregate common
shares underlying prepaid forward contracts for a variable number of shares should not be deducted from the denominator in the calculation of basic and diluted earni

Room 4561
June 8, 2007

Charles C. Pope
Chief Financial Officer
Seagate Technology
P.O. Box 309GT
Ugland House, South Church Street
George Town, Grand Cayman, Cayman Islands

Re:  Seagate Technology
 Form 10-K for the fiscal year ended June 30, 2006
Filed September 11, 2006
File No. 001-31560

Dear Mr. Pope:

We have reviewed your response letter  dated May 08, 2007, and have the following
comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requ irements 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 filed September 11, 2006

Notes to Consolidated Financial Statements

Note 9.  Repurchase of Equity Securities, page 24

1. We note your response to prior comment No. 7 of our letter dated March 30, 2007
which states that you believe the prepaid forw ard contracts do not meet the definition
of a derivative pursuant to SFAS 133 as ther e is no underlying and there is significant
initial investment.  Based on your response,  it appears you have concluded that the
agreements do not meet the definition of a freestanding derivative.  However, based on
the guidance of paragraph 12 of SFAS 133, Derivatives Implementation Guide
(“DIG”) Issue A1 and Question 2 of DIG Issue A11 it appears that the forward
contract is an embedded derivative that you s hould separate from the debt host.  In this
respect, the embedded deriva tive does not appear to have initial net investment

Charles C. Pope
Seagate Technologies
June 08, 2007 Page 2
pursuant to the guidance of paragraph 12(c) of SFAS 133 and DIG Issue A1.  Further, the embedded derivative appears to have an underlying, namely the price of your
equity, pursuant to the guidance in Questi on 2 of DIG Issue A11.  If you agree that
your forward contracts are embedded derivatives that meet the criteria of paragraph 12
of SFAS 133 to be separated from the host contract, explain how the embedded derivative meets the scope ex ception of paragraph 11(a) of SFAS 133 or revise to
separately account for the forw ard contract as a derivative.  Please provide us with a
complete analysis of EITF 00-19 and EITF 01-6 which supports your conclusion.

2. Your response states, in part, that “the contract requires settlement by the counterparty
delivering to the Company shares except in very limited situations that are outside the
control of both the Company and the count erparty.”  Please describe all of the
situations where share settlement would not be required.  Please clarify whether there
are any circumstances where the contract might  net cash settle which is outside of your
control.

3. Please tell us how you treat the prepaid forw ard contract for purposes of computing
diluted EPS.  Please clarify how your acc ounting complies with paragraphs 11 and 12
of SFAS 128 and related interpretations.

* * * * *

As appropriate, please amend your filings in  response to these comments.  You may
wish to provide us with marked copies of a ny amendment to expedite our review.  Please
furnish a cover letter with any amendment th at keys your responses to our comments and
provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may ha ve 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 filings reviewed 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.

 If you have any questions, please call Mo rgan Youngwood at (202) 551-3479 or Chris
White at (202) 551-3461 or myself at (202) 551-3730.

       S i n c e r e l y ,

       Stephen Krikorian
       A c c o u n t i n g  B r a n c h  C h i e f

Charles C. Pope
Seagate Technologies
June 08, 2007 Page 3

CORRESP
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filename1.htm

Response Letter to the Securities and Exchange Commission

 Seagate Technology

 920 Disc Drive

 Scotts Valley, CA 95066

 Charles C. Pope

 Executive Vice President and Chief Financial Officer

 Telephone: (831) 439-2773

 Fax: (831) 438-8128

 Email: charles.pope@seagate.com

 May 8, 2007

 VIA EDGAR

 Mr. Stephen Krikorian

 Accounting Branch Chief

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

RE:
Seagate Technology

 Form 10-K for the fiscal
year ended June 30, 2006

 Filed September 11, 2006

 Form 10-Q for the quarter ended December 31, 2006

 Filed February 2, 2007

 Form 8-Ks

 Filed October 24, 2006, October 25, 2006 and January 23, 2007

 File No. 001-31560

 Dear Mr. Krikorian:

 Seagate Technology (the “Company”) hereby submits for filing by direct electronic transmission the responses set forth below to the comment
letter dated March 30, 2007 from the Staff regarding the filings listed above. To assist your review, we have included the text of the Staff’s comments below in bold italicized type.

 Form 10-K filed September 11, 2006

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

 Results of
Operations, page 43

1.
Your disclosure indicates that the 22% increase in fiscal year 2006 revenue was offset by price erosion; however, the average sales prices per unit increased during fiscal
year 2006. Your disclosures elsewhere in the filing appear to indicate that the increase in the average sales price is due to the introduction of new product offerings offset by price erosion on older product offerings. Further, your disclosure on
page 44 indicates an average sales price of $77 for fiscal year 2005 while your disclosure on page 46 indicates an average sales price of $80 for fiscal year 2005. Please clarify the impact of price erosion on your fiscal year 2006 and 2005 revenue
and how your disclosures accurately reflect your pricing trends. Please clarify how your disclosures fully comply with Section III.B.3 of SEC Release No. 33-8350, Commission Guidance Regarding Management’s Discussion and Analysis of
Financial Condition and Results of Operations.

 Response:

 We acknowledge the Staff’s comment with respect to the Company’s inconsistent disclosure of average sales price per unit in our Form 10-K for
the year ended June 30, 2006 (our “2006 Form 10-K”) and have the following responses: the Company’s average sales price was reported erroneously as $80 for fiscal year 2005 on page 46 of the 2006 Form 10-K; the accurate average sales
price was $77; and the error was the result of mistakenly using the average sales price for only the fourth quarter of 2005 instead of the full fiscal year. We will correct the error in our annual report on Form 10-K for the year ending
June 29, 2007 (our “2007 Form 10-K”).

 1

 In response to the Staff’s comments about disclosure of pricing trends for the Company’s
products, and after reviewing the relevant sections of the Release, we have clarified in our most recent Form 10-Q for the quarter ended March 30, 2007 that there are two major factors affecting average sales price in any fiscal period. The
first factor affecting average sales price is price erosion for products that have a similar storage capacity and feature set (e.g., “like-for-like” products). Over time, we experience price declines for like-for-like products. The second
factor affecting average sales price is the increase in average capacity and improved feature set of disc drives. When we introduce new products with increased capacity and/or improved feature sets, we seek to maintain or increase prices. We
supplementally advise the Staff, and will clarify in our 2007 Form 10-K, that in both 2005 and 2006, the price erosion on a like-for-like basis (first factor) was more than offset by the increase in average capacity and improved feature set (second
factor) such that the average sales price increased from $71 in fiscal year 2004 to $77 in fiscal year 2005, then to $78 in fiscal year 2006. On pages 11, 12, 18, 22, 23 and 39 of our 2006 Form 10-K, we described the factors that lead to price
erosion, and commented that the trend was likely to intensify as the rate of growth in areal density, or the storage capacity per square inch on a disc, slows from previous levels. We further commented on page 39 of our 2006 Form 10-K that we
believed that the trend in fiscal year 2007 would reflect growth in demand for higher capacity products with higher average capacity and improved feature set, which, depending on industry consolidation, the level of new product introductions and
demand/supply imbalances, could, to some extent, be offset by increased price erosion.

 While the Company’s past filings have
extensively commented on the known material trends and uncertainties that management believes are prevalent in its markets, in future filings, the Company will endeavor to more clearly identify and delineate the inter-relationship of price erosion
on a like-for-like basis (the first factor) with the increase in average capacity and improved feature set (the second factor), and their combined impact on average selling prices. For example, in the Company’s most recent Form 10-Q filing, we
provided additional disclosures on the impact of price erosion on pages 44 and 45 under the caption “Industry Overview”, on page 50 under the caption “Results of Operations – Revenue”, and on page 51 under the caption “
Results of Operations – Cost of Revenue”.

2.
We note instances where two or more sources of a material change have been identified, but not quantified. For instance, the disclosure on page 44 of your filing indicates the
increase in gross margin as a percentage of revenue from fiscal year 2005 to 2006 was primarily due to higher overall unit shipments and an increase mix of new higher-margin products partially offset by higher costs associated with new product
transitions, increased warranty cost and customer service inventory write-downs, stock-based compensation costs, price erosion, etc. Please tell us your consideration of quantifying the impact of each source of a material change. See Section III.D
of SEC Release No. 33-6835, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 Response:

 We acknowledge the Staff’s comment and have reviewed our historical disclosures and Section III.D of SEC Release
No. 33-6835. We supplementally advise the Staff that we have historically disclosed the changes to our unit shipments in percentage terms by market application under the caption “Seagate Overview”, which appears on page 47 of our most
recent Form 10-Q filing, and compared that against our estimate of the growth (or decline) in the total available market for disc drive products.

 In our
most recent Form 10-Q filing, we supplemented our disclosures to provide more in-depth qualitative and quantitative discussion of material changes to the components of our results.

 For example, we clarified on page 50 of our most recent Form 10-Q filing under the caption “Results of Operations – Revenue” that the comparative decline from the immediately preceding quarter in
average sales price was higher than we expected in the desktop, notebook, and enterprise markets, as improved mix was more than offset by price erosion.

 We also provided additional qualitative and quantitative disclosure on page 51 of our most recent 10-Q filing under the caption “Results of Operations – Cost of Revenue”, e.g., the improvement in the gross margin percentage
from the immediately preceding quarter was due to:

•

 the reduction in shipments of lower margin Maxtor designed products from approximately $200 million in the December 2006 quarter to immaterial amounts in the March
2007 quarter and underutilization of Maxtor manufacturing infrastructure in the December 2006 quarter;

•

 the reversal of previously accrued variable performance-based compensation of $16 million, compared to an expense of $10 million recorded in the immediately
preceding quarter; and

 2

•

 a $20 million reduction in warranty costs;

•

 which was only partially offset by $12 million in higher amortization of existing technology related to the Maxtor acquisition.

 We also clarified that the decrease in gross margin from the year-ago quarter was primarily due to a 9% decline in our average sales price per unit, the impact of which
was not entirely offset by the increase in unit volume and shift to products with higher capacity and improved feature set products.

 We further disclosed
that the gross margin decline was only partially offset from the year-ago quarter by the reversal of previously accrued variable performance-based compensation of $16 million, compared to an expense of $25 million recorded in the year-ago period.

 We will endeavor to continue to provide more in-depth discussion of material changes to the components of our results when possible in future filings on
Form 10-K and 10-Q.

 Critical Accounting Policies

 Establishment of Sales Program Accruals, page 52

3.
Your disclosure indicates that your estimates are based on various factors, including estimated future price erosion, customer orders and sell-through levels, program
participation, customer claim submittals and sales returns. Therefore, it appears that your accounting policy for sales program accruals includes several significant estimates and/or assumptions. Please explain why you have not provided discussion
as to how you arrive at each estimate, how accurate each estimate/assumption has been in the past and whether each estimate/assumption is reasonably likely to change in the future. You should provide quantitative as well as qualitative information
when information is reasonably available. In addition, we note that you assumed a warranty accrual from Maxtor. Please tell us whether your process for estimating warranty accruals from Maxtor products is similar to your heritage products and how
your policy addresses any differences in estimates. Please revise your disclosures to address material differences. We refer you to Section V of SEC Release 33-8350.

 Response:

 Critical Accounting Policy related to Sales
Programs

 We note that in our historical filings, we have disclosed that accounting for sales programs is subject to management’s judgments
and inherent uncertainties in the assumptions and estimates used in applying our accounting policies, in accordance with SEC Release 33-8350. In addition, under the caption “Results of Operations – Revenue” of Item 7 of our Form
10-K for the year ended June 30, 2006, and under the corresponding caption of Item 2 of our Form 10-Q for the quarter ended December 29, 2006, we provided a historical comparison of the magnitude of sales programs charged to contra
revenue as a percentage of gross revenue and further noted the judgment involved in formulating the estimates and assumptions underlying the sales program accruals.

 Nonetheless, in response to the Staff’s comment, after further consideration of Section V of SEC Release 33-8350, we have expanded the disclosures of our critical accounting policies on pages 59-61 of our most
recent Form 10-Q filing to provide greater insight into the nature, variability and subjectivity of the estimates and assumptions used in estimating the contra-revenue sales programs, and the potential impact of variations between actual results and
estimated accruals and between historical experience and future requirements. Our sales programs are complex, and are continually customized to respond to market conditions and encourage specific customer behavior in each quarter. Additionally, our
sales programs are short lived, and we are able to determine within one or two quarters after the quarter in which a program commences whether our estimates require adjustment based on actual program results. As disclosed in our most recent Form
10-Q filing, since fiscal year 2005, total sales programs have ranged from 5% to 9% of gross revenues (5% to 8% excluding programs related to sales of legacy Maxtor products that have been discontinued). We also enhanced our disclosure in our most
recent Form 10-Q filing to report that adjustments to revenue due to under- or over-accruals for sales programs related to revenues reported in prior periods have averaged 0.3% of quarterly gross revenue throughout fiscal years 2006 and 2007
to-date. We also disclosed that, due to the competitive pricing environment in our industry, sales programs as a percentage of gross revenue may increase from the current range and are likely, in that event, to reduce revenues and margins.

 As our business and competitive landscape changes, and the methodology of applying our critical accounting policies are adapted (where necessary) in
response thereto, we will continue to review our disclosures and will provide more information in future filings

 3

to enhance the reader’s understanding of the uncertainties and judgments involved in applying our accounting principles and the variability that is
likely to result from the application of such principles over time. In future filings, we will also include quantitative information where feasible and meaningful.

 Warranty Accrual

 As noted by the Staff, we assumed a warranty liability from Maxtor on May 19, 2006, which amounted to $187
million as at June 30, 2006. In the critical accounting policies disclosures located on pages 59-61 of our most recent Form 10-Q filing, we disclosed that we base warranty estimates on estimated product failure rates and trends (including the
timing of product returns during the warranty periods) and estimated repair or replacement costs. On page 60, we also disclosed that we employ a statistical model to derive these estimates. We supplementally advise the Staff that the approach used
by Maxtor in determining its warranty accrual prior to its acquisition by Seagate was similar to Seagate’s approach. In the quarter ended March 30, 2007, we fully integrated Maxtor’s warranty model and estimates into Seagate’s
processes, and upon completion of the integration, it was determined that the two warranty models yielded approximately equivalent estimates for the Maxtor warranty liability.

 In consideration of the Staff’s comments, and after further consideration of Section V of SEC Release 33-8350, we disclosed on page 60 of our most recent Form 10-Q filing additional analysis of our critical
accounting policies to provide more insight into the nature, variability and uncertainty related to the estimates and assumptions used in determining our warranty accrual, including quantification of historical ranges of estimates for warranty cost
and re-estimates of warranty accruals, and provided qualitative analysis as to the drivers of the re-estimates.

 Consolidated Financial Statements

 Notes to Consolidated Financial Statements

 Revenue Recognition, Sales Returns and Allowances, and Sales Incentive Programs, page 63

4.
We note your disclosures on page 6 that state, “the disc drive industry is undergoing a shift from longitudinal to perpendicular recording technology” and
“perpendicular recording technology requires a complex interplay between the read/write heads, the recording media, the ASICs and the disc drive software.” We further note from the support section of your web site that you offer customers
software updates. Please clarify how you have evaluated the impact of the technological advances on your products revenue recognition policy. In this respect, clarify whether the software contained in your disc drive is more than incidental to the
product as a whole pursuant to paragraph 2 of SOP 97-2. Please describe your consideration of each of the factors that you consider to be relevant in supporting your determination. In addition, describe the nature of all software updates being
provided to your customers.

 Response

CORRESP
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Correspondence Letter

 SEAGATE TECHNOLOGY

 April 6, 2007

 VIA TELECOPIER 202-772-9210

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Stephen Krikorian

 Morgan Youngwood

 Chris White

Re:
Seagate Technology

 Form 10-K for the Fiscal
Year Ended June 30, 2006 filed September 11, 2006

 Form 10-Q for the Quarter Ended December 31, 2006 filed
February 2, 2007

 Form 8-Ks filed October 24, 2006, October 25, 2006 and January 23, 2007

 File No. 001-31560

 Dear Mr. Krikorian:

 On behalf of Seagate Technology, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the
“Company”), we acknowledge receipt of your letter on behalf of the Staff of the Securities and Exchange Commission, dated March 30, 2007 (the “Staff’s Letter”).

 As you may know, we spoke with Chris White on April 4, 2007 regarding our proposed timetable for responding to the Staff’s Letter. This letter
is submitted at Chris’ request to confirm our discussion.

 As we discussed with Chris, the Company’s legal, financial and
accounting teams are carefully reviewing the Staff’s Letter, while simultaneously working on the closing of the Company’s financial results for the three months and nine months ended March 30, 2007, which we currently expect to
publicly announce on April 17, 2007. Once the Company’s quarterly earnings release is published, the Company will turn its efforts to preparing its quarterly report on Form 10-Q. We expect to file the Form 10-Q the week of April 30,
2007, ahead of our deadline. As we discussed with Chris, the Company will take into account the Staff’s comments in preparing its third quarter earnings release and Form 10-Q, and proposes to submit a written response to the Staff’s Letter
the week of May 7, 2007.

 We trust that our proposed response timetable as set forth above is acceptable. If you have any comments
or would like further information, please contact the undersigned at (831) 439-2545 or William L. Hudson on (831) 439-5370.

 Very truly yours,

 /s/ Patrick O’Malley

 Patrick O’Malley

cc:

William L. Hudson

 Executive Vice President, General Counsel

 and Secretary

Seagate Technology

Room 4561
March 30, 2007

Charles C. Pope
Chief Financial Officer
Seagate Technology
P.O. Box 309GT
Ugland House, South Church Street
George Town, Grand Cayman, Cayman Islands

Re:  Seagate Technology
 Form 10-K for the fiscal year ended June 30, 2006
Filed September 11, 2006
Form 10-Q for the quarter ended December 31, 2006
Filed February 2, 2007
Form 8-Ks
 Filed October 24, 2006, October 25, 2006 and January 23, 2007
File No. 001-31560

Dear Mr. Pope:

We have reviewed the above referenced filings and have the following comments.
Please note that we have limited our review to  the matters addressed in  the comments below.
We may ask you to provide us with supplemen tal information so we may better understand
your disclosure.  Please be as detailed as neces sary in your explanation.  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 requ irements 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 filed September 11, 2006

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

Results of Operations, page 43

1. Your disclosure indicates th at the 22% increase in fiscal  year 2006 revenue was offset
by price erosion; however, the average sales price per unit increased during fiscal year

Charles C. Pope
Seagate Technologies
March 30, 2007 Page 2
2006.  Your disclosures elsewhere in the filing appear to indicate that the increase in
the average sales price is due to the in troduction of new product offerings offset by
price erosion on older product offerings.  Furt her, your disclosure on page 44 indicates
an average sales price of $77 for fiscal ye ar 2005 while your disclosure on page 46
indicates an average sales pr ice of $80 for fiscal year 2005.  Please clarify the impact
of price erosion on your fis cal year 2006 and 2005 revenue and how your disclosures
accurately reflect your pricing trends.  Please clarify how your disclosures fully
comply with Section III.B.3 of SE C Release No. 33-8350, Commission Guidance
Regarding Management’s Discussion and Anal ysis of Financial Condition and Results
of Operations.

2. We note instances where two or more sour ces of a material change have been
identified, but not quantified.  For instance,  the disclosure on page 44 of your filing
indicates the increase in gross margin as a percentage of revenue from fiscal year 2005
to 2006 was primarily due to higher overall unit shipments and an increase mix of new
higher-margin products partially offset by hi gher costs associated with new product
transitions, increased warrant y cost and customer serv ice inventory write-downs,
stock-based compensation costs, price erosion, etc.  Please tell us your consideration of quantifying the impact of each source of a ma terial change.  See Section III.D of SEC
Release No. 33-6835, Management’s Discussion and Analysis of Financial Condition
and Results of Operations.

Critical Accounting Polices
Establishment of Sales Program Accruals, page 52
3. Your disclosure indicates th at your estimates are based on various factors, including
estimated future price erosion, customer orders and sell-through levels, program
participation, customer claim submittals and sales returns.  Therefore, it appears that your accounting policy for sales program accruals includes several significant
estimates and/or assumptions.  Please expl ain why you have not pr ovided discussion as
to how you arrive at each estimate, how accurate each estimate/assumption has been in the past and whether each estimate/assumpti on is reasonably likely to change in the
future.  You should provide quantitative as  well as qualitative information when
information is reasonably available.  In addition, we note that you assumed a warranty
accrual from Maxtor.  Please tell us whet her your process for estimating warranty
accruals from Maxtor products is similar to your heritage products and how your policy addresses any differences in estimates.  Please revise your disclosures to address
material differences.  We refer you to Section V of SEC Release 33-8350.

Charles C. Pope
Seagate Technologies
March 30, 2007 Page 3
Consolidated Financial Statements

Notes to Consolidated Financial Statements

Revenue Recognition, Sales Returns and Allowan ces, and Sales Incentive Programs, page 63

4. We note your disclosures on page 6 that state,  “the disc drive i ndustry is undergoing a
shift from longitudinal to perpendicular recording technology” and “perpendicular
recording technology requires a complex interplay between th e read/write heads, the
recording media, the ASICs a nd the disc drive software.”  We further note from the
support section of your web site that you o ffer customers software updates.  Please
clarify how you have evaluated the impact of the technological  advances on your
products revenue recognition policy.  In this respect, clarify whether the software contained in your disc drive is more than in cidental to the produc t as a whole pursuant
to paragraph 2 of SOP 97-2.  Please describe  your consideration of each of the factors
identified in the second footnote of SOP 97-2, as well as any other factors that you
consider to be relevant in supporting your determination.  In a ddition, describe the
nature of all software updates being provided to your customers.

Note 6.  Business Segment and Geographic Information, page 86

5. Your disclosures indicate that you have de termined that you operate in one segment,
which is the manufacture and distribution of hard disc  drives for the desktop,
enterprise, mobile, and consumer electronics  applications.  Your disclosure further
indicates you have concluded that, “at the present time, resources are allocated and
other financial decisions are based, primarily, on consolidated financial information.”  Clarify how you have evaluated paragraphs  10 through 15 of SFAS 131 in determining
that the desktop, enterprise, mobile, and c onsumer electronics applications markets do
not represent separate operating segments.  Please clarify the information that is
reviewed by your chief operating decision maker to allocate resources in addition to your consolidated financial information.

Form 10-Q filed on February 2, 2007

Notes to the Condensed Conso lidated Financial Statements

Note 1.  Summary of Significant Accounting Policies

Net Income Per Share, page 10

6. We note your disclosure combines all dilutive  securities in the same caption in your
computation of diluted net income per shar e.  This disclosure does not appear to

Charles C. Pope
Seagate Technologies
March 30, 2007 Page 4
comply with paragraph 40.a of SFAS 128, wh ich states “[t]he reconciliation shall
include the individual income and share amount effects of all securities that affect earnings per share.”  Illustra tion 2 in Appendix C of SFAS 128 provides an example of
that disclosure.  Therefore, you should di sclose the individual share amount of each
type of dilutive security separately.  Please indicate to the staff how you intend to
comply with this disclosure requirement.

Note 9.  Repurchase of Equity Securities, page 24

7. We note your disclosures regarding the prep aid forward agreements you entered into
with certain large financial institutions.  It  appears you have concl uded that the prepaid
forward agreement does not qualify as a derivative and have classified the prepayment made for this contract as a debit to shareholders' equ ity.  Please tell us how you
concluded that this contract  qualifies for the paragraph 11(a) scope exception in SFAS
133.  Please ensure your response specifically addresses how you concluded that the contract satisfies the criteria that the contract be solely indexed to the Company's own
stock, as discussed in EITF 01-6, since it e ffectively appears that you have a contract
that is settleable in a variable number of sh ares based on a fixed amount.  To assist us
in reviewing your accounting for this contract, please provide a sample calculation of how the number of shares to be delivere d under the contract is calculated or
supplementary provide us with a copy of the contract.

8. Tell us your considerat ion of providing all the disclosu res required by paragraph 50 of
EITF 00-19.  Specifically, please clarify how you have met the disclosure requirements
of the first bullet of paragraph 50 of EITF 00-19.

Item 1. Legal Proceedings
Intellectual Property Litigation, page 64
9. We note your disclosures with respect to the “Papst Licensing, GmbH, Patent
Litigation” which states that you “cannot dete rmine with certainty that there will be a
loss, or the amount of such loss.”  Pleas e clarify how your accounting for a potential
loss with respect to this litigation complie s with paragraph 8 of SFAS 5.  In this
respect, please clarify whether it is probabl e that a loss has been incurred and the
amount of loss can be reasonably estimated.  In addition, tell us how you considered
the disclosures in paragraph 10 of SFAS 5.

Charles C. Pope
Seagate Technologies
March 30, 2007 Page 5
Form 8-Ks filed on October 24, 2006, October 25, 2006 and January 23, 2007

10. We believe the non-GAAP operating statement columnar format appearing your Forms 8-K may create the unwarranted impressi on to investors that  the non-GAAP operating
statement has been prepared under a comp rehensive set of accounting rules or
principles while also conveying undue prominence to a statement based on non-GAAP measures.  In addition, Section II.A.2 of SEC Release 33-8176 defines non-GAAP
measures and does not contemplate includi ng non-GAAP financial statements as a
“measure.”   Please remove that presentation, or expl ain to us in reasonable detail why
its retention is justified in light of these conc erns.  As a substitute for this presentation
format, you may consider presenting only individual non-GAAP measures (i.e., line
items, subtotals, etc.) provided each one complies with Item 10 of Reg. S-K and the Division of Corporation Finance’s Frequen tly Asked Questions Regarding Use of Non-
GAAP Financial Measures, Question 8.

11. We note from your disclosures the use of non-GAAP financial meas ures, which appear
to exclude a number of recurring items.   Demonstrate the usefulness of each non-
GAAP measure in assessing performance when these recurring items are a result of your operations and contribute to your performance.  As part  of your response, tell us
how management uses the non-GAAP measure to conduct or evaluate your business
and why this “alternative method for measuring the operating performance” is useful to
investors.  If you are able to overcome th e burden of demonstra ting the usefulness of
each measure, ensure future uses of non-GAAP  measures include a ll of the disclosures
identified in Item 10 of Regulation S-X and the guidance set forth in Question 8 of the
Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures.

* * * * *

As appropriate, please amend your filing and respond to these comments within ten
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 mark ed 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 ha ve 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 filings reviewed 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.

Charles C. Pope
Seagate Technologies
March 30, 2007 Page 6

In connection with responding to our comment s, 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 Divisi on of Corporation Finance in connection with
our review of your filing or in re sponse to our comments on your filing.

 If you have any questions, please call Mo rgan Youngwood at (202) 551-3479 or Chris
White at (202) 551-3461 or myself at (202) 551-3730.

       S i n c e r e l y ,

       Stephen Krikorian
       A c c o u n t i n g  B r a n c h  C h i e f

Room 4561
August 9, 2006

Charles C. Pope
Chief Financial Officer
Seagate Technology
P.O. Box 309GT
Ugland House, South Church Street
George Town, Grand Cayman
Cayman Islands

Re:  Seagate Technology
 Form 8-K
 Filed May 25, 2006
Form 10-K for the fiscal year ended June 30, 2005
Filed August 1, 2005
Form 10-Q for the quarter ended March 31, 2006
Filed April 28, 2006
File No. 001-31560

Dear Mr. Pope:

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

        S i n c e r e l y ,

        Stephen Krikorian
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence Letter

 [Seagate Technology Letterhead]

 July 14, 2006

Re:
Seagate Technology Form 8-K

 Filed May 25,
2006

 Form 10-K for the fiscal year ended June 30, 2005

 Filed August 1, 2005

 Form
10-Q for the quarter ended March 31, 2006

 Filed April 28, 2006

 File No. 001-31560

 Mr. Stephen Krikorian

 Accounting Branch Chief

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Dear Mr. Krikorian:

 Seagate Technology (the “Company”) hereby submits for filing by direct electronic transmission the responses set forth below to the comment letter dated June 29, 2006 from the Staff regarding the filings listed above. To
assist your review, we have included the text of the Staff’s comments below in italicized type.

 Form 8-K filed May 25, 2006

1.
We note from your disclosure in Item 1.01 of the Form 8-K that you have agreed to fully and unconditionally guarantee all of Maxtor’s obligations under the 2005 Notes
and the 2005 Indenture. Tell us how you plan to apply the disclosure requirements of Rule 3-10 of Regulation S-X in your future periodic reports.

 Response: The Company respectfully advises the Staff that it intends to rely on Rule 3-10(c) of Regulation S-X in its future periodic reports. The Company believes that reliance on Rule 3-10(c) is appropriate because
(1) Maxtor Corporation is a 100% owned subsidiary of Seagate Technology; (2) the guarantee under the 2005 Notes and the 2005 Indenture is full and unconditional; (3) no other subsidiary of the Company guarantees the 2005 Notes or the
2005 Indenture; and (4) the Company will file financial statements for the periods specified by Regulation S-X Rules 3-01 and 3-02 and will provide a condensed consolidating financial footnote for such periods with a separate column for
(i) Seagate Technology (the parent company), (ii) Maxtor Corporation (the subsidiary

 issuer); (iii) all other subsidiaries of Seagate Technology and Maxtor Corporation on a combined
basis; (iv) consolidating adjustments; and (v) the total consolidated amounts. The Company will also continue to provide the condensed consolidating financial footnote that it has provided in historical periods for Seagate Technology HDD
Holdings, another subsidiary issuer of senior debt guaranteed by the Company.

2.
We note that the 2005 and 2003 Convertible Senior Notes provide for the conversion into shares of your common stock. Tell us how you plan to account for and whether you believe
that either of the convertible senior notes is conventionally convertible in accordance with paragraph 4 of EITF 00-19. Refer to paragraph 8 of EITF 05-02. If either of the notes is not considered a conventional convertible note, tell us how the
Company evaluated the conversion features associated with this debt to determine whether there are embedded derivatives that meet the criteria for bifurcation under SFAS 133. Specifically, tell us how you considered the criteria in paragraphs 12(a)
through (c) of SFAS 133 and the scope exception of paragraph 11(a) of SFAS 133. Provide us with your analysis for each note of the conditions outlined in paragraphs 12 through 32 of EITF 00-19 to support your conclusions.

 Response: Seagate plans to account for both the 2.375% due 2012 and the 6.8% due 2010 convertible notes as convertible debt
in accordance with APB 14 and will not bifurcate the conversion features under SFAS 133 as the conversion features, if evaluated as a separate instrument, would qualify for the scope exception in SFAS 133, paragraph 11(a). Seagate, after evaluation
of the terms of both notes, does not consider them to be conventional convertible notes as described in EITF 05-2, and therefore considered the criteria in paragraphs 12-32 of EITF 00-19 when concluding that the conversion features, if
free-standing, would be classified within stockholder’s equity.

 For each of the convertible notes above, the requirements of
paragraphs 12 through 32 of EITF 00-19 have been met and the embedded derivative would be classified in stockholders’ equity if it was a freestanding derivative in accordance with paragraph 11(a) of SFAS 133. Specifically, Seagate made the
following evaluation for each of the convertible notes:

•

Seagate is permitted to settle in unregistered shares

•

Seagate has sufficient authorized and unissued shares available to settle the contract after considering all other commitments that may require the issuance of stock during the
maximum period the derivative contract could remain outstanding

•

The contracts contain an explicit limit on the number of shares to be delivered in a share settlement

•

There are no required cash payments to the counterparty in the event the company fails to make timely filings with the SEC

 2

•

There are no required cash payments to the counterparty if the shares initially delivered upon settlement are subsequently sold by the counterparty with less than a full return of
the amount due (no “top-off” or “make whole” provisions)

•

The contracts do not require net-cash settlement

•

There are no provisions in the contract that indicate that the counterparty has rights that rank higher than those of a shareholder of the stock underlying the contract

•

There is no requirement in the contract to post collateral at any point or for any reason

 Under EITF 00-19, written options in Seagate’s own stock meet the definition of an equity instrument if the option may be settled by physical settlement or net-share settlement or if the contract gives Seagate
the choice of net-cash settlement or settlement in its own shares, and the value of the option is based solely on changes in Seagate’s share price. According to the terms of the Notes, the embedded equity options can be settled in shares when
tendered by a Holder or, for the 2.375% Notes due 2012, in cash or shares at Seagate’s option and are only indexed to Seagate’s own stock. Because the embedded equity option meets these remaining requirements of EITF 00-19, it would be
accounted for as an equity instrument of Seagate rather than an asset or liability if it were a freestanding derivative.

 Form 10-K for the fiscal
near ended July 1, 2005, filed on August 1, 2005

 Notes to the Consolidated Financial Statements

 Note 2. Balance Sheet Information

 Financial Instruments,
Page 74

3.
We note from your disclosure that you have investments in auction rate preferred stock. Tell us whether you have classified the auction rate preferred stock as cash and cash
equivalents or short-term investments. In this regard, we note from your disclosure on page 69 of the filing that you consider all highly liquid investments with a remaining maturity of 90 days or less at the time of purchase to be cash equivalents.
Tell us how your presentation and classification of these auction rate securities on the face of the balance sheets and statements of cash flows is consistent with the guidance of SFAS 95, SFAS 115, and Chapter 3A of ARB 43. Also indicate what
consideration you gave to disclosing your policy for such investment securities.

 Response: The Company respectfully
advises the Staff that it has considered the guidance in SFAS 95, SFAS 115, and Chapter 3A of ARB 43 in classifying auction rate securities as Short-term investments on the face of the balance sheet and included the purchases, sales and maturities
of such auction rate securities in investing activities in its statements

 3

 of cash flows. In determining the classification, the Company concluded that auction rate securities do
not meet the definition of cash equivalents as defined in paragraph 8 of FASB Statement No. 95, Statement of Cash Flows. Because the auction rate securities held by the Company have stated maturities greater than three months, they
cannot be classified as cash equivalents under Statement 95 unless they are purchased three months or less from their contractual maturity. Additionally, the Company will give consideration to specifically discussing the treatment of auction rate
preferred securities in future periodic filings.

 Form 10-Q for the quarterly period ended March 31, 2006, filed on April 28, 2006

 Notes to Condensed Consolidated Financial Statements

 Note 4. Stock-Based Compensation, page 14

4.
We note that you adopted the provisions of SFAS 123(R) using the modified prospective method, except for options granted prior to the Company’s initial filing of its Form
S-1 in October 2002 for which compensation cost was based on the intrinsic value method. Explain how your transition method is consistent with the guidance in SFAS 123(R). In this regard, it appears that you used the-fair-value-based method for
options granted prior to your initial Form S-1 filing in your pro forma disclosures under SFAS 123 in prior periodic filings. As such, pursuant to paragraph 71 of SFAS 123(R), you should apply the modified prospective application transition
method.

 Response: The Company respectfully advises the Staff that for options granted prior to the Company’s initial
filing of its Form S-1 in October 2002 (i.e. prior to it becoming a public company), it did not use a fair value method in its pro-forma disclosures under Statement 123 in prior periodic filings. As disclosed on page 81 of its Form 10-K for the
fiscal year ended July 1, 2006, the Company previously measured these awards using the minimum value method under Statement 123 for pro forma disclosure purposes and in its statement of operations measured compensation cost, if any,
using the intrinsic value method following the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25).

 Therefore, on July 2, 2005, when the Company adopted FASB Statement No. 123(R), Share-Based Payment, it had unvested options that were
measured using the minimum value method (i.e. awards granted prior to it becoming a public entity) and unvested options that were measured using the fair value method (i.e. awards granted subsequent to becoming a public entity). Statement 123(R)
requires public entities to use either the modified prospective or modified retrospective transition method when adopting Statement 123(R). Additionally, Statement 123(R) requires nonpublic entities that used the minimum value method to measure the
compensation cost relating to employee stock options to use the prospective transition method. [Emphasis added].

 Statement 123(R)
precludes nonpublic companies that measured the compensation cost of employee stock options at minimum value from using the modified prospective or

 4

 modified retrospective transition methods because the FASB did not believe amounts measured at minimum
value should be recognized under Statement 123(R). Therefore, we applied the modified prospective application method only to awards granted while we were a public company.

 On the other hand, public companies must adopt Statement 123(R) using either the modified prospective or modified retrospective transition methods, apparently without any consideration of the fact that some unvested
awards on the date of adoption might have been measured under Statement 123 using the minimum value method. Because of the use of two different measurement methods, none of the three transition methods provided in Statement 123(R) clearly applies.
The Company understands that the underlying principle of Statement 123(R)’s transition requirements is that on the date of adoption, unvested awards measured at minimum value for pro forma disclosure purposes should not be accounted for under
Statement 123(R) while unvested awards measured at fair value should. The Company applied the prospective transition method to awards granted prior to becoming a public company (i.e. those awards previously measured at minimum value). The
unrecognized compensation cost relating to those awards was therefore recognized in the financial statements subsequent to the adoption of Statement 123(R) using the same accounting principles (recognition and measurement) originally applied to
those awards - i.e. the intrinsic value method of Opinion 25 and its related interpretive guidance.

5.
You disclose basic and diluted net income per share for the three and nine months ended March 31, 2006 as if you had not adopted SFAS 123(R). This presentation is considered
a non-GAAP financial measure pursuant to the provisions of Item 10(e) of Regulation S-K. Demonstrate the usefulness of this non GAAP measure in assessing performance when the item excluded is of a recurring nature and a result of your
operations and has contributed to your performance. Refer to Question 8 of Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures issued in June 2003 (FAQ). If you are able to overcome, the burden of demonstrating the usefulness
of the non-GAAP measure, revise to include the disclosure requirements of Item 10(e) of Regulation S-K, including the disclosures set forth in Question 8 of the FAQ. Refer to SAB Topic 14G.

 Response: The Company respectfully advises the Staff that it believes that it made the disclosures referred to by the Staff to comply with generally
accepted accounting principles, and more specifically the requirements of paragraph 84 of FASB Statement No. 123(R), Share-Based Payment, which states that “an entity shall disclose the effect of the change from applying the
original provisions of Statement 123 on income from continuing operations, income before income taxes, net income, cash flow from operations, cash flow from financing activities, and basic and diluted earnings per share.” [Emphasis
added] The Company observes that a substantially similar disclosure requirement is included for both voluntary and involuntary changes in accounting principles in paragraph 17(b)(2) of FASB Statement No. 154, Accounting Changes,
which requires disclosure of the “effect of the change on income from continuing operations, net income (or other appropriate captions of changes in the applicable net assets or performance indicator), any other affected financial statement
line item, and any

 5

 affected per-share amounts for the current period and any prior periods retrospectively adjusted.”
Further, paragraph A7 of Statement 154 illustrates a method to satisfy this disclosure requirement by disclosing what net income would have been absent the accounting change (the equivalent amount disclosed by the Company for EPS). We understand
from discussions with our independent auditors that the SEC Staff believes that the disclosure provided in paragraph A7 of Statement 154 is acceptable for voluntary accounting changes, but not for involuntary accounting changes.

 Although the Company’s intent with its disclosures was to comply with under generally accepted accounting principles as required in Statement 123(R)
and Statement 154, the Company believes that the disclosure requirements of Statement 123(R) can be reasonably satisfied by disclosing the amount by which basic and diluted net income per share was decreased as a result of adoption of Statement
123(R), rather than disclosing what basic and diluted net income per share would have been (i.e., the Company need not “do the math” for the reader of the financial statements). Accordingly, the Company will revise its disclosures in
future filings, beginning with its Form 10-K for the year ended June 30, 2006, to disclose the amount by which basic and diluted net income per share was decreased as a result of adoption of Statement 123(R), rather than disclosing what basic
and diluted net income per share would have been had the Company not adopted Statement 123(R).

 Item 1. Legal Proceedings

 Intellectual Property Litigation, page 52

6.
We note from your disclosures that the U.S. Bankruptcy Court issued a ruling on December 20, 2005 indicating that the Company is not entitled to retain the benefits from the
Patent Cross-License with Read-Rite Corporation. We f

Room 4561
June 28, 2006

Charles C. Pope
Chief  Financial Officer
P.O. Box 309GT
Ugland House, South Church Street,
George Town, Grand Cayman
Cayman Islands

Re:  Seagate Technology
Form 10-K for the fiscal year ended June 30, 2005
Filed August 1, 2005
File No. 001-31560

Dear Mr. Pope:

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.  We may ask you to provide us with  supplemental information so we may better
understand your disclosure.  Please be as detail ed as necessary in your explanation.  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 on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 8-K filed May 25, 2006
1. We note from your disclosure in Item 1.01 of the Form 8-K that you have agreed
to fully and unconditionally guarantee al l of Maxtor’s oblig ations under the 2005
Notes, the 2005 Indenture, the 2003 Note s and the 2003 Indenture.  Tell us how
you plan to apply the disclosure requirem ents of Rule 3-10 of Regulation S-X in
your future periodic reports.
2. We note that the 2005 and 2003 Convertible Senior Notes provide for the conversion into shares of your common stock.  Tell us whether you believe that either of the convertible se nior notes is conventionally convertible in accordance
with paragraph 4 of EITF 00-19.  Refer to paragraph 8 of EITF 05-02.  If either of

Charles C. Pope
Seagate Technology
June 28, 2006 Page 2
the notes is not considered a conventional convertible note,  tell us how the
Company evaluated the conversi on features associated with  this debt to determine
whether there are embedded derivatives that  meet the criteria for bifurcation under
SFAS 133.  Specifically, tell us how you considered the criteria in paragraphs 12(a) through (c) of SFAS 133 and the sc ope exception of paragraph 11(a) of
SFAS 133 in your accounting.  Provide us with your analysis for each note of the conditions outlined in paragraphs 12 through 32 of EITF 00-19 to support your
conclusions.

Form 10-K for the fiscal year e nded July 1, 2005, filed on August 1, 2005

Notes to the Consolidated Financial Statements

Note 2. Balance Sheet Information

Financial Instruments, page 74
3. We note from your disclosure that you have  investments in auction rate preferred
stock.  Tell us whether you have classified the auction rate preferred stock as cash
and cash equivalents or short-term investme nts.  In this regard, we note from your
disclosure on page 69 of th e filing that you consider al l highly liquid investments
with a remaining maturity of 90 days or less at the time of pu rchase to be cash
equivalents.  Tell us how your presentation and classification of these auction rate
securities on the face of the balance sheets and statements of cash flows is consistent with the guidance of SFAS 95, SFAS 115, and Chapter 3A of ARB 43.
Also indicate what consideration you gave to disclosing your policy for such
investment securities.

Form 10-Q for the quarterly period en ded March 31, 2006, filed on April 28, 2006

Notes to Condensed Consolidated Financial Statements

Note 4. Stock-Based Compensation, page 14
4. We note that you adopted the provisions  of SFAS 123(R) using the modified
prospective method, except for options gr anted prior to the Company’s initial
filing of its Form S-1 in October 2002 for which compensation cost was based on the intrinsic value method.  Explain how your transition method is consistent with the guidance in SFAS 123(R).  In this re gard, it appears that you used the fair-
value-based method for options granted prio r to your initial Form  S-1 filing in your
pro forma disclosures under SFAS 123 in prior periodic filings.  As such, pursuant

Charles C. Pope
Seagate Technology
June 28, 2006 Page 3
to paragraph 71 of SFAS 123(R), you should apply the modified prospective application transition method.
5. You disclose basic and diluted net income per share for the three and nine months
ended March 31, 2006 as if you had not a dopted SFAS 123(R).  This presentation
is considered a non-GAAP financial measur e pursuant to the provisions of Item
10(e) of Regulation S-K.  Demonstrate the usefulness of this non-GAAP measure
in assessing performance when the item excluded is of a recurring nature and a
result of your operations and has contributed to your performance.  Refer to Question 8 of Frequently Asked Questi ons Regarding the Use of Non-GAAP
Financial Measures issued in June 2003 (FAQ).  If you are able to overcome the
burden of demonstrating th e usefulness of the non-GAAP measure, revise to
include the disclosure requi rements of Item 10(e) of Regulation S-K, including the
disclosures set forth in Question 8 of  the FAQ.  Refer to SAB Topic 14G.

Item 1. Legal Proceedings

Intellectual Property Litigation, page 52
6. We note from your disclosures that the U.S. Bankruptcy Court issued a ruling on December 20, 2005 indicating th at the Company is not en titled to retain the
benefits from the Patent Cross-License with Read-Rite Corporation.  We further
note from the disclosure on page 68 of the filing that the impact of the litigation
could have a material adve rse effect on the Company.  Tell us whether you have
recognized an accrual for this loss contingency.  If no accrual has been made, explain why the criteria of paragraph 8 of SFA S 5 were not met.  If there is at least
a reasonable possibility that a loss exceeding amounts already recognized may
have been incurred and the amount of th at additional loss would be material a
decision to buy or sell your securities, you should disclose the estimated additional
loss or state that such an estimate can not be made.  See SAB Topic 5Y and
paragraphs 9 and 10 of SFAS 5.

* * * * *

As appropriate, please amend your filing and respond to these comments within
ten business days or tell us when you will prov ide 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.

Charles C. Pope
Seagate Technology
June 28, 2006 Page 4

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed 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 comments as a defense in any proceeding initiated by
the Commission or any person under the federa l 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 Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

 If you have any questions, please ca ll Morgan Youngwood at (202) 551-3479 or
Melissa Walsh at (202) 551-3224 or myself at (202) 551-3488.

       S i n c e r e l y ,

       Stephen Krikorian
       A c c o u n t i n g  B r a n c h  C h i e f

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

Mail Stop 4561

      November 7, 2005

William L. Hudson
Executive Vice President, General Counsel
and Secretary
Seagate Technology
920 Disc Drive
P.O. Box 66360
Scotts Valley, CA 95067

	Re:	Seagate Technology
		Post-Effective Amendment No. 1 on Form S-3
		Filed October 11, 2005
		File No. 333-122149

		Form 10-K for the Fiscal Year Ended August 1, 2005
		Form 10-Q for the Quarter Ender September 30, 2005
		File No. 1-31560

Dear Mr. Bailey:

	We have limited our review of your filings to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your registration statement 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 information so we may better understand
your disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand 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 any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Post-effective Amendment on Form S-3

General

1. Please move the information on pages 1-3 to a part of the
registration statement not subject to Item 421(d) of Regulation C.

Incorporation by Reference, page 1

2. Please update this section to include your Form 10-Q for the
quarter ended September 30, 2005, and any other documents filed
with
us pursuant to Sections 13(a) or 15(d) of the Exchange Act.

Selling Shareholders, page 32

3. Please expand the filing to describe the material transactions
and
relationships between Seagate and each of the selling shareholders
during the past three years.  See Item 507 of Regulation S-K.  The
transactions whereby the shares to be resold were issued should be
described in materially complete terms.  Please revise to disclose
the basic terms of the initial issuance transaction to New SAC and
the New SAC distribution strategy, including the dates of all
planned
distributions and the material terms of each planned distribution.
We also were unable to locate the various "distributions described
elsewhere in this prospectus" referred to in over fifty footnotes.
Revise to provide the material terms of each of the referenced
distributions so that investors are able to determine the manner
in
which each selling shareholder obtained the shares being offered
for
their account.

4. You currently provide natural person disclosure for only some
of
the selling shareholders.  Please revise to disclose all
individuals
who actually exercise voting and dispositive powers with respect
to
the shares to be offered for resale by each of the selling
shareholders who are non-reporting entities.  See Interpretation
I.60
of the July 1997 manual of publicly available CF telephone
interpretations, as well as interpretation 4S of the Regulation S-
K
portion of the March 1999 supplement to the CF telephone
interpretation manual.

5. Please confirm that the entities identified in footnotes (5),
(10)
and (12) are the only selling shareholders that are legal entities
that are affiliates of registered broker-dealers.

Form 10-K for the Fiscal Year Ended July 1, 2005

Item 9A. Controls and Procedures

Conclusions Regarding Disclosure Controls and Procedures, page 107

6. We note your disclosure that your chief executive and chief
financial officers concluded that your disclosure controls and
procedures were effective, as of July 1, 2005, for the purpose of
ensuring that information required to be disclosed in the reports
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.  Confirm, if true, that your
officers
concluded that your disclosure controls and procedures are also
effective to ensure that information required to be disclosed in
the
reports you file or submit is accumulated and communicated to your
management, including you chief executive and chief financial
officers, to allow timely decisions regarding required disclosure.
See Exchange Act Rule 13a-15(e).  Please take this comment into
consideration when preparing future Item 307 disclosure.

Changes in Internal Control over Financial Reporting, page 107

7. The purpose of the second paragraph in this section is unclear.
We note your statement that a "control system, no matter how well
conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met."
Please
confirm, if true, that your disclosure controls and procedures are
designed to provide reasonable assurance of achieving their
objectives and that your chief executive officer and chief
financial
officer concluded that your disclosure controls and procedures are
effective at the reasonable assurance level.  Please confirm that
you
will comply with this comment in preparing future Item 507
disclosure; in the alternative, you may remove future reference to
the level of assurance of your disclosure controls and procedures.
Please refer to Section II.F.4 of Management`s Reports on Internal
Control Over Financial Reporting and Certification of Disclosure
in
Exchange Act Periodic Reports, SEC Release No. 33-8238, available
on
our website at http://www.sec.gov/rules/final/33-8238.htm.

Exhibits 31.1 and 31.2

8. Please confirm that Messrs Watkins and Pope signed these
certifications in their individual capacity.  In preparing future
302
certifications, please note that the language of the certification
may not be altered in any manner.  In this regard, you should not
include the title of the office held by the signatory in the first
line of the certifications.  This comment also applies to the
certifications filed as exhibits 31.1 and 31.2 to your Form 10-Q
for
the quarter ended September 30, 2005.

Form 10-Q for the Quarter Ended September 30, 2005

Item 4.  Controls and Procedures, page 62

9. Please confirm that your management, including your chief
executive officer and chief financial officer, evaluated the
effectiveness of your disclosure controls and procedures as of the
end of the period covered by the report, as required by Item 307
of
Regulation S-K.  Please confirm that you will comply with this
comment when preparing future Item 307 disclosure.

10. We note your disclosure that there have been no significant
changes to your internal controls over financial reporting that
could
significantly affect internal controls subsequent to their
evaluation
(emphasis added).  Please address whether during your last fiscal
quarter there was any change in your internal control over
financial
reporting that materially affected, or was reasonably likely to
materially affect, your internal control over financial reporting.
See Item 308(c) of Regulation S-K.  Please confirm that you will
comply with this comment when preparing future Item 308(c)
disclosure.

*	*	*	*	*

	As appropriate, please amend your registration statement and
respond to our comments on your periodic reports within 10
business
days or tell us when you will provide us with a response.  You may
wish to provide us with marked copies of your amendment to
expedite
our review.   Please furnish a cover letter with your amendments
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 your amendment and 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 Act
of
1933 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.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us with a letter, acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as 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 connection with our review of
your
filings or in response to our comments on your filings.

	If you have any questions, please contact Rebekah Toton at
(202)
551-3857.  If you need further assistance, you may contact me at
(202) 551-3462 with any questions.

								Sincerely,

								Mark P. Shuman
								Branch Chief - Legal

cc:	Via Facsimile (650) 251-5002
	William H. Hinman, Jr.
	Greg King
	Simpson Thatcher & Bartlett, L LP
	Telephone: (650) 251-5000

??

??

??

??

William L. Hudson
Seagate Technology
November 7, 2005
Page 1

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</DOCUMENT>

CORRESP
1
filename1.htm

Correspondence Letter

 [Letterhead of Seagate Technology]

 November 30, 2005

 VIA EDGAR CORRESPONDENCE

 Securities and Exchange Commission

 100 F Street, N.E

 Washington, D.C. 20549

 Attn:

Mark P. Shuman, Esq.

Rebekah Toton, Esq.

 Re:

Seagate Technology

Registration Statement on Form S-3 (File No. 333-122149)

Post-Effective Amendment No. 2

 Ladies and Gentlemen:

 The Company hereby
acknowledges the following matters:

 (1) Should the Commission
or the staff, acting pursuant to delegated authority, declare the filing referenced above effective, it does not foreclose the Commission from taking any action with respect to the filing;

 (2) The action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 (3) The Company may not assert the Staff’s comments or the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 *    *    *

 The Company requests that it be notified of the effectiveness of the registration statement by telephone call to Gregory M. King of Simpson
Thacher & Bartlett LLP, at (650) 251-5175.

 Please provide copies of the Commission’s order declaring the Registration Statement effective to William L. Hudson, Executive Vice President, General Counsel and Secretary of the Company, 920 Disc Drive, P.O. Box 66360, Scotts Valley,
California 95067, and to William H. Hinman, Jr., Esq. of Simpson Thacher & Bartlett LLP, 3330 Hillview Avenue, Palo Alto, California 94304.

 Very truly yours,

 By:

 /s/ William L. Hudson

 Name:

William L. Hudson

 Title:

Executive Vice President,

General Counsel and Secretary

CORRESP
1
filename1.htm

SEC Response Letter

 March 7, 2005

 Securities and Exchange Commission

 Division of
Corporate Finance

 450 Fifth Street, N.W.

 Washington, D.C.
20549

Attn:
Mark P. Shuman

Branch Chief–Legal

Re:
Seagate Technology

Form S-3 Registration Statement

Filed on January 19, 2005

File No. 333-122149

 Dear Mr. Shuman:

 On behalf of
Seagate Technology, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), we hereby submit for filing by direct electronic transmission Pre-Effective Amendment No. 1 (“Amendment
No. 1”) to Seagate Technology’s Registration Statement on Form S-3, File No. 333-122149 (the “Registration Statement”).

 In addition, this letter responds to your letter dated February 16, 2005 in which you set forth the comments of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) relating to the above-referenced Registration Statement. For the Staff’s convenience, we have reproduced, using bold text, each of the Staff’s comments in this letter and
indicated our response thereto immediately following each comment.

 Form S-3

 Incorporation of Documents by Reference, page 1

 1.     Please update this section to incorporate by specific
reference to the form type and filing date of all Section 13(a) reports filed subsequent to the date you initially filed your Form S-3 and prior to effectiveness.

 In response to the Staff’s comment, the Company has updated the Incorporation by Reference section of Amendment No. 1.

 *      *      *

 To assist the Staff in its review, the Company is sending the Staff, via
courier, five marked (without exhibits) and five clean (with exhibits) paper copies of Amendment No. 1. The marked copies are blacklined to show the changes that the Company made to the Registration Statement since its initial filing on January 19,
2005.

 If you should have any questions or comments regarding this letter or Amendment No. 1, please contact the
undersigned of Simpson Thacher & Bartlett LLP at (650) 251-5000.

 Very truly yours,

 /s/    JASON SCHENDEL

 Jason Schendel

cc:
William L. Hudson

 Executive Vice President, General
Counsel and Secretary

 Seagate Technology

CORRESP
1
filename1.htm

Acceleration Request

 SEAGATE TECHNOLOGY

 920 Disc Drive

 P.O. Box 66360

 Scotts Valley, California 95067

 VIA FACSIMILE AND EDGAR

 March 7, 2005

Re:
Seagate Technology

 Registration Statement on Form S-3
(File. No. 333-122149)

 (the “Registration Statement”)

 Securities and Exchange Commission

 Division of
Corporate Finance

 Washington, D.C. 20549-0405

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Seagate Technology (the “Company”) hereby requests acceleration of the
effectiveness of the above-referenced Registration Statement on Form S-3 so that it will become effective at 4:00 p.m. (Washington, D.C. time) on Wednesday, March 9, 2005, or as soon thereafter as is practicable.

 The Company hereby acknowledges that:

·
should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare
the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

·
the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 We request that we be notified of such
effectiveness by telephone call to Tom Wuchenich of Simpson Thacher & Bartlett LLP, at (310) 407-7505.

 Please provide copies of the Commission’s order declaring the Registration Statement effective to
William L. Hudson, Executive Vice President, General Counsel and Secretary of Seagate Technology, 920 Disc Drive, P.O. Box 66360, Scotts Valley, California 95067, and to William H. Hinman, Jr. of Simpson Thacher & Bartlett LLP, 3330 Hillview
Avenue, Palo Alto, California 94304.

 [Remainder of this page
intentionally left blank]

Very truly yours,

SEAGATE TECHNOLOGY

By:

 /s/    WILLIAM L. HUDSON

Name:

William L. Hudson

Title:

Executive Vice President,

General Counsel and Secretary

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

February 16, 2005

Mail Stop 4-6

William L. Hudson
Executive Vice President, General Counsel
and Secretary
Seagate Technology
920 Disc Drive
P.O. Box 66360
Scotts Valley, California 95067

 	RE: 	Seagate Technology
 		Form S-3 Registration Statement
		Filed on January 19, 2005
 		File No. 333-122149

Dear Mr. Hudson:

      This is to advise you that we limited our review to matters
relating to your incorporation by reference section in your Form
S-3.
Based on this limited review, we have the following comment.

      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.  Please file a
supplemental response.  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 welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.

Form S-3

Incorporation by Reference, page 1
1. Please update this section to incorporate by specific reference
to
the form type and filing date of all Section 13(a) reports filed
subsequent to the date you initially filed your Form S-3 and prior
to
effectiveness.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

*should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
*the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
*the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	Any questions should be directed to Loryn Zerner at (202)
942-
1910.  If you need additional assistance you may contact Mark P.
Shuman, Branch Chief-Legal at (202) 942-1818 or Barbara C. Jacobs,
Assistant Director at (202) 942-1800.

								Sincerely,

								Mark P. Shuman
								Branch Chief-Legal

	cc:  via facsimile 650 251 5002
	William H. Hinman, Esq.
	Simpson Thacher & Bartlett LLP

??

??

??

??

</TEXT>
</DOCUMENT>