SEEQ TECHNOLOGY INC, S-3, 1995-06-29

SEEQ TECHNOLOGY INC
S-3, 1995-06-29
SEMICONDUCTORS & RELATED DEVICES

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As filed with the Securities and Exchange Commission
on June 29, 1995

Registration No. 33-

======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________

SEEQ TECHNOLOGY INCORPORATED
(Exact name of registrant as specified in its charter)

Delaware 94-2711298
(State of Incorporation) (I.R.S. Employer
Identification No.)

47200 Bayside Parkway
Fremont, California 94538
(510) 226-7400
(Address and telephone number of principal executive offices)

PHILLIP J. SALSBURY
President and Chief Executive Officer
SEEQ Technology Incorporated
47200 Bayside Parkway
Fremont, California 94538
(510) 226-7400
(Name, address and telephone number of agent for service)

Copies to:
SCOTT D. LESTER, ESQ.
Brobeck, Phleger & Harrison
One Market
Spear Street Tower
San Francisco, California 94105
(415) 442-0900

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration
Statement.

If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. / /

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. /X/

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933,
check the following box and list the Securities Act of 1933
registration statement number of earlier effective registration
statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and
list the Securities Act of 1933 registration statement number of the
earlier effective registration statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /

<TABLE>

CALCULATION OF REGISTRATION FEE

PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SECURITY<F1> AGGREGATE OFFERING PRICE<F1> REGISTRATION FEE

Common Stock 830,385 $3.66 $3,039,209.10 $1,048.00

<FN>
<F1> Estimated solely for the purpose of calculating the
registration fee, based on the average of the high and low prices for
the common stock as reported on the Nasdaq National Market on June 27,
1995, in accordance with Rule 457(c) of the Securities Act of 1933.
</FN>
</TABLE>
_______________________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF
1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
====================================================================

<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY
NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.

830,385 SHARES

SEEQ TECHNOLOGY INCORPORATED

COMMON STOCK
(PAR VALUE $.01 PER SHARE)
_________________

This Prospectus relates to the public offering of 830,385
shares (the ``Shares'') of Common Stock of SEEQ Technology
Incorporated (``SEEQ'' or the ``Company''). The Shares may be offered
by the Silicon Valley Bank, the holder of two warrants to purchase an
aggregate of 250,000 shares of Common Stock of the Company; Rodman &
Renshaw, Inc., the holder of a warrant to purchase 36,115 shares of
Common Stock of the Company; Steven A. Rothstein, the holder of a
warrant to purchase 18,058 shares of the Common Stock of the Company;
Louis Lichtenfeld, the holder of a warrant to purchase 18,058 shares
of Common Stock of the Company; Gruntal & Co., Incorporated, the
holder of a warrant to purchase 48,154 shares of Common Stock of the
Company; Roger L. Batty, the holder of a warrant to purchase 92,000
shares of Common Stock of the Company; Jay Hayes, the holder of
92,000 shares of the Common Stock of the Company; and Brian G. Swift,
the holder of 276,000 shares of Common Stock of the Company
(collectively, the ``Selling Stockholders''). The Shares may be
offered from time to time in transactions in the over-the-counter
market, in negotiated transactions, or a combination of such methods
of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The Selling Stockholders may
effect such transactions by selling the Shares to or through broker-
dealers, and such broker-dealers may receive compensation in the form
of discounts, concessions or commissions from the Selling
Stockholders and/or the purchasers of the Shares for whom such
broker-dealers may act as agents or to whom they sell as principals,
or both (which compensation as to a particular broker-dealer might be
in excess of customary commissions). To the extent required,
information regarding the specific Shares to be offered and sold, the
name of the Selling Stockholders, the public offering price, the
names of any such agent, dealer or underwriter, and any applicable
commission or discount with respect to any particular offer is set
forth herein or will be set forth in an accompanying Prospectus
Supplement. See ``Selling Stockholders'' and ``Sale of the Shares.''

None of the proceeds from the sale of the Shares by
the Selling Stockholders will be received by the Company; however, the
Company will receive the exercise price of the warrants.
______________________________

THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE ``RISK FACTORS'' BEGINNING ON PAGE 7.
_______________________________

The Company's Common Stock is traded on the Nasdaq National
Market under the symbol ``SEEQ''. The last sale price of the
Company's Common Stock as reported on the Nasdaq National Market on
June 27, 1995 was $3.88 per share.
_______________________________

The Selling Stockholders and any broker-dealers, agents or
underwriters that participate with the Selling Stockholders in the
distribution of the Shares may be deemed to be ``underwriters''
within the meaning of Section 2(11) of the Securities Act of 1933, as
amended (the ``Securities Act''), and any commissions received by
them and any profit on the resale of the Shares purchased by them may
be deemed to be underwriting commissions or discounts under the
Securities Act. See ``Sale of the Shares'' herein for a description
of certain indemnification arrangements.
_______________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_______________________________

THE DATE OF THIS PROSPECTUS IS ____________, 1995

<PAGE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY OTHER PERSON.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE THEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SHARES TO ANY PERSON OR BY ANYONE
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT
LAWFULLY BE MADE.

AVAILABLE INFORMATION

SEEQ Technology Incorporated (``SEEQ'' or the
``Company'') is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the ``Exchange Act''),
and in accordance therewith files reports, proxy and information
statements and other information with the Securities and Exchange
Commission (the ``Commission''). Such reports, proxy and information
statements and other information filed by the Company may be inspected
and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the Commission's Regional Offices located at Seven
World Trade Center, Suite 1300, New York, New York 10048 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of
such material can also be obtained from the Public Reference Branch
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
at prescribed rates.

The Company has filed with the Commission a
registration statement (herein, together with all amendments and
exhibits, referred to as the ``Registration Statement'') under the
Securities Act of 1933, as amended (the ``Securities Act''), with
respect to the Common Stock offered hereby. This Prospectus does not
contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the
rules and regulations of the Commission. For further information with
respect to the Company and the Shares offered hereby, reference is
hereby made to the Registration Statement. Statements contained in
this Prospectus concerning the provisions of any documents referred to
are not necessarily complete, and each such statement is qualified in
its entirety by reference to the copy of such document filed with the
Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the
Commission are incorporated in this Prospectus by reference: (1) the
Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994, filed pursuant to Section 13 of the Exchange Act;
(2) the Company's Quarterly Report on Form 10-Q, as amended, for the
fiscal quarter ended December 31, 1994, filed pursuant to Section 13
of the Exchange Act; (3) the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1995, filed pursuant to
Section 13 of the Exchange Act; (4) the Company's Proxy Statement
dated February 15, 1995 for the 1995 Annual Meeting of Stockholders
of the Company, filed pursuant to Section 14 of the Exchange Act;
(5) the description of the Company's Common Stock contained in its
Registration Statement on Form 8-B filed with the Commission on June
2, 1987; (6) the description of the Company's common stock contained
in its Registration Statement on Form 8-A filed on May 2, 1995; and
(7) all other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act.

All documents subsequently filed by the Company with
the Commission pursuant to Sections 12, 13(a), 13(c), 14 and 15(d) of
the Exchange Act after the effective date of the Registration
Statement, but prior to the termination of the offering made hereby,
shall be deemed to be incorporated by reference into this Prospectus.
Each document incorporated into this Prospectus by reference shall be
deemed to be a part of this Prospectus from the date of the filing of
such document with the Commission. Any statement contained in a
document incorporated by reference, or deemed to be incorporated by
reference, herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained
herein, or in any subsequently filed document which is also
incorporated by reference herein, modifies or supersedes such

<PAGE>

statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Prospectus.

The Company will provide without charge to each person
to whom a copy of this Prospectus is delivered, upon the request of
any such person, a copy of any or all of the documents which are
incorporated herein by reference (other than exhibits to such
documents that are not specifically incorporated by reference
herein). Requests should be directed to SEEQ Technology
Incorporated, 47200 Bayside Parkway, Fremont, California 94538,
Attention: Secretary, telephone (510) 226-7400.

<PAGE>

THE COMPANY

SEEQ Technology Incorporated (herein ``SEEQ'' or the
``Company'') is a leading supplier of Ethernet data communications
products for networking applications. The Company was founded in
1981 to develop, manufacture and market products incorporating metal-
oxide-silicon (``MOS'') reprogrammable, nonvolatile memory integrated
circuit technology. In 1983, the Company successfully developed the
industry's first integrated Ethernet data communications controller
in cooperation with 3COM Corporation. The Company combines its
strengths in digital circuit and analog design with its
communications systems expertise to produce mixed-signal data
communication solutions that provide increased functionality and
greater reliability and that result in lower total system cost. In
February 1994, the Company sold its nonvolatile memory technology and
related assets to focus on the data communications market.

SEEQ has applied its advanced proprietary complementary
metal-oxide-silicon (``CMOS'') process technology to build media
signaling integrated circuits for data communication applications.
SEEQ's product development and marketing strategy is to target its
products for sale to rapidly growing systems manufacturers in the
high growth personal computer, workstation, printer, networking and
telecommunication markets. SEEQ intends to target new and existing
systems manufacturers who are performance and volume leaders in these
markets. SEEQ's complete product line includes Ethernet data
communication controllers, AutoDUPLEX TM Ethernet chip sets for
automatic full duplex switched Ethernet applications, encoders/
decoders, coaxial cable CMOS transceivers and unshielded twisted pair
cable CMOS transceivers, and networking modules. The Company also
designs media signaling integrated circuits for the emerging high
speed local area network (``LAN'') markets, including Fast Ethernet
and Asynchronous Transfer Mode (``ATM'').

The Company's more than 125 customers worldwide include
such personal computer, workstation and data communication industry
leaders as Apple Computer, Cisco Systems, Hewlett Packard, 3COM,
Cabletron, Compaq, and Silicon Graphics. SEEQ's Ethernet data
communications products are sold in market applications of Ethernet
adapter cards, workstations, MEDIA ATTACHMENT UNITS, print servers,
file servers, multiport repeaters, standard hubs, switching hubs,
bridges and routers.

The Company was originally incorporated in California
in 1981 and was reincorporated in Delaware in February 1987. Its
principal executive offices are located at 47200 Bayside Parkway,
Fremont, California 94538, and its telephone number is (510) 226-7400.

<PAGE>

RECENT DEVELOPMENTS

Pursuant to the Asset Purchase Agreement dated February 7, 1994
(the ``Asset Purchase Agreement''), by and between SEEQ and Atmel
Corporation (``Atmel''), Atmel purchased the assets of SEEQ related to
its electrically erasable programmable read only memory (``EEPROM'')
products (the ``EEPROM Asset Sale''). Under the terms of the Asset
Purchase Agreement, Atmel acquired all of SEEQ's rights in assets
related to SEEQ's EEPROM products, including intellectual property,
equipment, inventory and a portion of the accounts receivable. The
purchase price for such assets consisted of 135,593 shares of Atmel's
common stock and $481,632 in cash. In addition, Atmel assumed
certain liabilities under equipment leases for equipment used in
producing EEPROM products.

During the third quarter of fiscal 1994, SEEQ sold the 135,593
shares of Atmel common stock it received in the EEPROM Asset Sale for
total proceeds of $6,693,000, reflecting a gain on the sale of
$1,693,000. A significant portion of the proceeds from the stock
sale was deposited in two escrow accounts subject to claims of
indemnity by Atmel under the Asset Purchase Agreement. One escrow
account, which contained $600,000 (recorded as other current assets
at September 30, 1994), was subject to claims by Atmel with respect
to the equipment, inventory and accounts receivable sold to Atmel in
the EEPROM Asset Sale. Atmel asserted a claim for the full amount
deposited in this escrow account. On January 30, 1995 the Company
entered into an agreement with Atmel to settle Atmel's claim. Under
this agreement, out of the $600,000 in the escrow account, $250,000
has been distributed to Atmel and the remaining $350,000 has been
distributed to SEEQ. All interest earned on the funds in such escrow
account has been distributed proportionately between SEEQ and Atmel.
The second escrow account, which originally contained $4,329,000
(recorded as other assets), is subject to any future claims that may
be made by Atmel with respect to the EEPROM technology sold to Atmel
in the EEPROM Asset Sale. During the first quarter of fiscal 1995,
$300,000 was distributed to SEEQ from the second escrow account,
leaving approximately $4,200,000 (including interest earned thereon)
on deposit therein. Atmel has notified SEEQ that, based on certain
claims asserted by Hualon Microelectronics Corporation (``Hualon''),
one of SEEQ's former foundries and joint development partners, that
SEEQ previously granted Hualon certain license rights to the EEPROM
technology, Atmel
believes it may be entitled to assert a claim against this escrow
account, although Atmel has not done so to date. The funds in this
escrow account will remain in escrow until February 1999, or until a
determination is made that SEEQ is entitled to such funds under any
release condition in the escrow agreement, or if Atmel makes a claim
prior to February 1999 under such escrow, then until such claim is
resolved by a court.

In connection the EEPROM Asset Sale, Atmel acquired 3,614,701
shares of SEEQ's Common Stock pursuant to the Stock Purchase
Agreement dated February 7, 1994, representing approximately 14% of
SEEQ's outstanding shares of Common Stock as of such date. Such
shares were purchased at a price of $1.25 per share, for a total
purchase price of $4,518,376. The Company filed a registration
statement for these shares that became effective with the Securities
and Exchange Commission on March 24, 1995.

<PAGE>

against Hualon, including claims for damages for breach of, and
for money owed pursuant to, such other agreements. Under the
terms of one of the escrow agreements entered into with Atmel in
connection with the EEPROM Asset Sale, under which approximately
$4,200,000 (including interest earned thereon) is currently on
deposit in escrow, the Company will be entitled to receive such
funds if it is determined that the alleged license agreement is
invalid, or, if no such determination is made, to the extent that
any claims made by Atmel that Atmel has suffered damages as a
result of the alleged license agreement are unsuccessful, if
Atmel fails to make a claim to such funds by February 1999, or as
otherwise agreed by the Company and Atmel. The Company intends to
vigorously prosecute its claims in this lawsuit and to defend
claims made by Hualon. The Company believes that its claims and
defenses in this lawsuit are meritorious. However, there can be
no assurance as to the possible outcome of this proceeding. In
the event that the Company is not successful in invalidating the
alleged license agreement, Atmel may assert a claim against the
Company under the Asset Purchase Agreement, including a claim for
damages, if suffered by Atmel as a result of Hualon's use of any
of such technology, and, in the event any such claim by Atmel is
determined to be valid, Atmel may recover any such damages from
the escrow described above. The Company believes that, in the
event of any claim by Atmel, the amount of damages that may be
payable by the Company upon a resolution thereof will not have a
material adverse effect on the Company's cash flow, financial
position or results of operations. However, there can be no
assurance as to such matters.

6
<PAGE>

RISK FACTORS

In addition to the other information contained or
incorporated by reference in this Prospectus, the following factors
should be considered carefully in evaluating an investment in the
Common Stock offered hereby.

HISTORY OF OPERATING LOSSES; UNCERTAINTY OF FUTURE FINANCIAL RESULTS

The Company has incurred substantial operating losses
during each of the last five fiscal years. As of March 31, 1995, the
Company had an accumulated deficit of approximately $113,000,000.
The Company's revenues have also decreased substantially over the
last five fiscal years. In addition, as a result of the EEPROM Asset
Sale on February 7, 1994, the Company expects that its revenues will
be substantially lower in future fiscal periods as compared to
comparable periods in fiscal years prior to fiscal 1994. There can
be no assurance that the Company will be able to achieve and maintain
profitability or revenue growth in the future. The Company's ability
to achieve and maintain profitability will depend, among other
things, on its ability to successfully manufacture and sell its
products, to develop new products and to control its costs and
expenses. Failure by the Company to achieve revenue growth or
profitability would impair the Company's ability to sustain its
operations.

LIQUIDITY; FUTURE CAPITAL REQUIREMENTS

At March 31, 1995, the Company's unused sources of
liquidity consisted of approximately $1,204,000 in cash and cash
equivalents. As a result of the sale of assets and stock by the
Company to Atmel on February 7, 1994, the Company received cash
proceeds of approximately $5,000,000 and 135,593 shares of Atmel
Common Stock. As described under ``Recent Developments,''
approximately $4,200,000 (including interest earned thereon) of
remaining proceeds on the sale of the shares of Atmel Common
Stock received by the Company in the EEPROM Asset Sale were
placed in escrow pending any claims of indemnity by Atmel with
respect to the nonvolatile memory technology. This $4,200,000
(including interest earned thereon) has been classified by the
Company as long-term assets on the Company's balance sheet as of
March 31, 1995. In addition, the Company filed a lawsuit against
Hualon concerning claims by Hualon to certain license rights to
the nonvolatile memory technology acquired by Hualon from the
Company, which could potentially lead to a claim by Atmel against
the funds held in such escrow. See ``Recent Developments.'' In
November 1993, the Company entered into a two-year line of credit
agreement with the CIT Group Incorporated ("CIT") which provides
for borrowings of up to 80% of eligible accounts receivable not
to exceed $5,000,000. Interest on borrowings is charged at CIT's
prime lending rate plus 2-1/4% and is payable monthly. This
credit facility is secured by all of the Company's assets. There
can be no assurance that the Company will have adequate resources
to satisfy its operating and working capital requirements. In
addition, it may become necessary for the Company to raise
additional funds from debt and/or equity financing. There can be
no assurance that such funds will be available on terms
acceptable to the Company, if at all.

FACTORS AFFECTING OPERATING RESULTS

The Company believes that its future annual and
quarterly operating results will be subject to quarterly variations
based upon a wide variety of factors that could have a material
adverse effect on the Company's revenues and profitability, many of
which are outside the control of the Company. These factors include
fluctuations in manufacturing yields, the timing of introduction of
new products by the Company and its competitors, changes in the
markets addressed by the Company's products, market acceptance of the
Company's and its customers' products, the volume and timing of
orders received, changes in the Company's product mix and customer
base, the timing and extent of research and development expenditures,
the availability and cost of semiconductor wafers from outside
foundries, product obsolescence, price erosion, competitive factors,
cyclical semiconductor industry conditions and general economic
conditions. The Company's net revenue and cost of sales vary
depending upon the mix of products sold. Any unfavorable changes in
manufacturing yields or product mix, delays in new product
introductions, underutilization of manufacturing capacity, increased
price competition

<PAGE>

or other factors could have a material adverse effect on the
Company's operating results and financial condition.
Historically, average selling prices in the semiconductor
industry have decreased over the life of any particular product.
There can be no assurance that the average selling prices of the
Company's current or future products will not be subject to
significant pricing pressures in the future. In addition, the
Company's business is characterized by short-term orders and
shipment schedules, and customer orders typically can be canceled
or rescheduled without significant penalty to the customer. Due
to the absence of substantial noncancellable backlog, the Company
typically plans its production and inventory levels based on
internal forecasts of customer demand, which are highly
unpredictable and can fluctuate substantially. In addition, the
Company is limited in its ability to reduce costs quickly in
response to any revenue shortfalls, which could have a material
adverse effect on the Company's business, operating results and
financial condition.

DEPENDENCE ON NEW PRODUCT DEVELOPMENT AND TECHNOLOGICAL CHANGE

The average selling prices of the Company's products
historically have decreased over the products' lives and are expected
to continue to do so. To offset average selling price decreases
typically experienced over the life of any particular product, the
Company relies primarily on obtaining cost reductions in the
manufacture of those products and on introducing new, higher priced
products which incorporate advanced features or address new or
emerging markets. To the extent that such cost reductions and new
product introductions do not occur in a timely manner, the Company's
operating results will be adversely affected. As a result, the
Company's operating results will depend to a substantial extent on
its ability to continue to successfully introduce new products on a
timely basis that compete effectively on the basis of price and
performance and that address customer requirements. The success of
new product introductions is dependent upon several factors,
including proper new product definition, timely completion and
introduction of new product designs, availability of production
capacity, achievement of acceptable manufacturing yields and market
acceptance of such new products. The development cycle for new
products is generally one to two years, depending upon the complexity
of the product. In addition, because of the complexity of its
products, the Company has experienced delays from time to time in
completing the development and introduction of new products.
Accordingly, new product development requires a long-term forecast of
market trends and customers' needs and may be adversely affected by
competing technologies serving markets addressed by the Company's
products. Although the Company has successfully developed new
products in the past, there can be no assurance that it will continue
to be able to do so in the future. In this regard, as a result of
the Company's financial results in the past several years and other
factors, the Company has been unable to introduce new products as
fast as existing products become obsolete or as such product sales
decline, as reflected by the reductions in sales over such period.
There can be no assurance this will not occur in future periods. The
markets for the original equipment manufacturers who purchase the
Company's products are characterized by rapidly changing technology,
evolving industry standards and improvements in products and
services. If technologies or standards supported by the Company's
products become obsolete or fail to gain widespread commercial
acceptance, the Company's business may be materially adversely
affected. As a result, the Company believes that continued
significant expenditures for research and development will be
required in the future. If the Company were unable to design,
develop and introduce competitive products on a timely basis, its
future operating results would be materially adversely affected.

New products are generally incorporated into a
customer's products or systems at the design stage. However, design
wins, which can often require significant expenditures by the Company,
may precede the generation of volume sales, if any, by a year or more.
Moreover, the value of any design win will depend in large part on
the ultimate success of the customer's product and on the extent to
which the system's design accommodates components manufactured by the
Company's competitors. No assurance can be given that the Company
will achieve design wins or that any design win will result in
significant future revenue.

<PAGE>

CUSTOMER CONCENTRATION

During certain periods, a relatively small number of
the Company's customers have accounted for a significant portion of
the Company's revenues. Sales to Apple Computer, Hewlett-Packard and
Cisco Systems accounted for approximately 30%, 12% and 10%,
respectively, of the Company's revenues for the three months ended
March 31, 1995 and approximately 31%, 10% and 10%, respectively, for
the six months ended March 31, 1995. Sales to Apple Computer,
Hewlett-Packard and Cisco Systems accounted for approximately 22%,
10% and 16%, respectively, of the Company's revenues for the three
months ended March 31, 1994 and approximately 9%, 8% and 13%,
respectively, for the six months ended March 31, 1994. The
reduction, delay or cancellation of orders from one or more of the
Company's significant customers for any reason, including a reduction
in the demand for data communications products that include the
Company's products, could have a material adverse effect on the
Company's results of operations and financial condition. The
Company's sales to its customers, including Apple Computer, are made
under purchase orders and not pursuant to any long-term agreements.
In addition, the Company's products are often sole-sourced to its
customers, and the Company's operating results and financial
condition could be materially and adversely affected if one or more
of the Company's major customers were to develop other sources of
supply. Furthermore, in view of the short product life cycles, in
the market for data communications products, the Company's operating
results would be materially and adversely affected if one or more of
the Company's significant customers were to purchase integrated
circuits manufactured by one of the Company's competitors for
inclusion in new generations of products developed by its customers.
The Company is also dependent upon sales representatives and
distributors for the sales of its products to systems manufacturers.
There can be no assurance that the Company's current customers will
continue to place orders with the Company, that orders by existing
customers will continue at the levels of previous periods, or that
the Company will be able to obtain orders from new customers. The
loss of one or more of the Company's current customers could have
a material adverse effect on the Company's business, operating
results and financial condition. In this regard, the Company was
notified in fiscal 1995 by Apple Computer that the Company will
receive no additional orders for the Company's proprietary
transceiver products following the second quarter of fiscal 1995
as Apple Computer begins manufacturing its internally developed
product. As a result, the Company believes that revenues for the
third quarter of fiscal 1995 will be less than those reported in
the second quarter of fiscal 1995. The Company is actively
marketing its LAN integrated circuits to Apple Computer for the
transceiver products and other data communication applications.
Although the Company believes that, over the next few fiscal
quarters, it will be able to replace such sales with sales of LAN
integrated circuits to Apple Computer, additional sales of the
Company's existing product line to other customers, and sales of
new products, there can be no assurance that the Company will be
successful in doing so.

DEPENDENCE UPON INDEPENDENT MANUFACTURERS AND ASSEMBLY SUPPLIERS

All of the Company's products are currently
manufactured to the Company's specifications by independent
subcontractors, and the Company maintains no wafer manufacturing or
assembly operations of its own. The Company currently utilizes
semiconductor wafer manufacturing subcontractors located in South
Korea, Japan and the United States. The Company also contracts
with independent assembly suppliers located in Asia for the
assembly of all of its products, and relies principally on one
assembly contractor located in South Korea. As a result, all of
the Company's products are manufactured by independent foundries
and assembled by foreign assembly contractors. Consequently, the
Company currently relies exclusively on the manufacturing,
assembly and other resources of these independent manufacturers
and assembly suppliers. Currently, certain of these independent
manufacturers serve as the sole source for several of the
Company's products. The Company's reliance on subcontractors to
manufacture and assemble its products involves significant risks,
including reduced control over delivery schedules, the potential
lack of adequate capacity, reduced control over fluctuations in
manufacturing yields, discontinuation or phase-out of such
subcontractors' production processes, and potential
misappropriation of proprietary intellectual property. To date,
the process of transferring the Company's manufacturing
operations to these independent manufacturers has been
acceptable; however, there can be no assurance that problems will
not occur in the future, or that such manufacturers will be able
to produce wafers at acceptable yields and to deliver wafers to
the Company in a timely manner. There can be no assurance that

<PAGE>

the Company will not experience problems in timeliness, yields
and quality of wafer deliveries from its wafer manufacturing
subcontractors, each of which could have a material adverse
effect on the Company's operations and operating results. In
addition, although the Company has entered into manufacturing
agreements with each of these independent manufacturers, there
can be no assurance that such manufacturers will continue to
manufacture products for the Company.

The Company does not have long-term, non-cancelable
contracts with its wafer suppliers. Therefore, the Company's wafer
suppliers could choose to prioritize capacity for other uses or reduce
or eliminate deliveries to the Company on short notice. Accordingly,
there can be no assurance that the Company's foundries will allocate
sufficient wafer manufacturing capacity to the Company to satisfy the
Company's product requirements. In addition, the Company has been,
and expects to continue to be in the future, particularly dependent
on one or more foundries for its wafer manufacturing requirements.
Any sudden demand for an increased amount of wafers or sudden
reduction or elimination of any existing source or sources of wafers
could result in a material delay in the shipment of the Company's
products. There can be no assurance that material disruptions in
supply, which have occurred periodically in the past, will not occur
in the future. Any such disruption could have a material adverse
effect on the Company's operating results and financial condition.
In the event the Company were unable to qualify alternative
manufacturing sources for existing or new products in a timely manner
or such sources were unable to produce wafers with acceptable
manufacturing yields, the Company's business, operating results and
financial condition would be materially and adversely affected.

DEPENDENCE ON FOUNDRY MANUFACTURING

The manufacture of semiconductor wafers for the
Company's products is a highly complex process that requires a high
degree of technical skill, state-of-the-art equipment and effective
cooperation between the wafer foundry and the Company's engineering
staff to produce acceptable yields. Worldwide manufacturing capacity
for these products is limited. Therefore, significant interruptions
in supply from any of the Company's independent foundries could
adversely affect the Company and its results of operations. Other
unanticipated changes in the Company's wafer supply or assembly
arrangements could reduce product availability, increase cost, impair
quality and reliability or decrease yield. Many of the factors that
could result in such changes are beyond the Company's control. To a
considerable extent, the Company's ability to succeed in the future
will depend on its ability to maintain access to advanced wafer
fabrication technologies. Since the Company does not own or operate
its own wafer fabrication or process development facility, the
Company depends upon independent companies to provide access to such
technologies. In light of this dependency, and the intensely
competitive nature of the semiconductor industry, there is no
assurance that either technology advantages or timely product
introduction can be maintained in the future. In connection with
its arrangements with foreign independent wafer suppliers, it is
necessary for the Company to provide such suppliers with
proprietary information regarding its process and product
technologies. Although the Company has entered into
confidentiality and nondisclosure agreements with its foreign
suppliers, there can be no assurance that the Company will be
able to protect its rights under its patents, copyrights,
maskwork rights or such confidentiality and nondisclosure
agreements in foreign countries.

MANUFACTURING; VARIATION IN PRODUCTION YIELDS

The manufacture of semiconductor products is highly
complex, involving many precise and critical steps, and is sensitive
to a wide variety of factors, including the level of contaminants in
the manufacturing environment, impurities in the materials used and
the performance of sophisticated electronic equipment. Technical
problems which may arise in the manufacturing process at the
manufacturing facilities of any of the Company's independent
foundries can adversely affect manufacturing yields and the overall
profitability of the Company. Such technical problems may occur or
new problems may arise as the Company begins using new manufacturing
processes in connection with the introduction of new products. While
the Company is attempting to minimize the impact of such factors and
potential problems by developing several sources of wafer supply,
certain of the foundries utilized by the Company have experienced
lower than anticipated yields. No assurance

<PAGE>

can be given that the Company or its suppliers will not
experience yield problems in the future, which could have a
material adverse effect on the Company's results of operations.

RISKS ASSOCIATED WITH FOREIGN SUPPLIERS

A substantial number of the Company's products are
manufactured, and all of the Company's products are assembled, by
independent foundries and assembly suppliers located in foreign
countries, including Japan and South Korea. The Company is,
therefore, subject to certain risks generally associated with
contracting with foreign suppliers, including currency exchange
fluctuations, political instability, trade restrictions and changes
in tariff and freight rates.

THE SEMICONDUCTOR INDUSTRY

The semiconductor industry is subject to rapid
technological change, price erosion, occasional shortages of
materials, variations in manufacturing efficiencies, significant
expenditures for capital equipment and product development, and
cyclical market patterns. In recent years, the industry has
experienced intermittent significant economic downturns characterized
by diminished product demand, accelerated erosion of selling prices
and production overcapacity. Similar fluctuations may occur in the
future, and there can be no assurance that the Company will not be
materially and adversely affected in the future by such fluctuations
or by cyclical conditions in the semiconductor industry or slower
growth in any of the markets for the Company's products.

DEPENDENCE ON DATA COMMUNICATION MARKET

The Company anticipates that substantially all of the
Company's future revenues will be attributable to sales of data
communication products. The market for data communications products
is characterized by intense competition, relatively short product
life cycles and rapid technological change. In addition, the market
for data communications products has undergone a period of extremely
rapid growth and has experienced consolidation among the competitors
in the marketplace. The Company expects that substantially all of
its revenues for the foreseeable future will continue to consist of
sales of data communications products. The Company's results of
operations and financial condition would be materially adversely
affected in the event of any future slowdown or adverse events in the
market for data communications products.

<PAGE>

PRIOR RELIANCE UPON MILITARY SALES

Historically, a substantial proportion of the Company's
revenues and net income were attributable to products sold by the
Company for use in military applications. During fiscal 1991, 1992,
1993 and 1994, approximately 30%, 16%, 23% and 7%, respectively, of
the Company's revenues were attributable to products sold for use in
military applications. On average, these products contributed higher
profit margins than the Company's other products. Commencing in
fiscal 1992 and accelerating in fiscal 1993 and fiscal 1994, the
Company experienced a significant reduction in the demand for
products sold for use in military applications as compared with prior
periods. This reduction in such products had a material adverse
effect on the Company's results of operations and financial
condition. As a result of the Company's sale of assets related to
its nonvolatile memory products as part of the EEPROM Asset Sale in
February 1994, the Company anticipates that it will have no military
sales for the foreseeable future.

LITIGATION

On March 30, 1994 the Company filed a lawsuit in the
United States District Court for the Northern District of California
against Hualon (``Hualon''), one of the Company's former foundries and
joint development partners. In the lawsuit, the Company originally sought
injunctive relief from the court to prevent Hualon from using
certain of the nonvolatile memory technology sold by the Company
to Atmel pursuant to the Asset Purchase Agreement, to which
Hualon has asserted certain license rights under an alleged
license agreement. In response to the Company's claims, Hualon
asserted affirmative defenses and counterclaims seeking a
declaration by the court that the alleged license agreement is
valid and seeking specific performance of the alleged license
agreement and other agreements previously entered into by the two
parties. Hualon filed a motion for summary judgment and the
Company's initial claim was subsequently dismissed by the court.
Hualon has subsequently amended its counter claims to include
additional claims in the proceeding, including claims for damages
for breach of, and for money owed pursuant to, other agreements
between the Company and Hualon. The Company has subsequently
amended its original complaint to include a number of additional
claims against Hualon, including claims for damages for breach
of, and for money owed pursuant to, such other agreements. Under
the terms of one of the escrow agreements entered into with Atmel
in connection with the EEPROM Asset Sale, under which
approximately $4,200,000 (including interest earned thereon) is
currently on deposit in escrow, the Company will be entitled to
receive such funds if it is determined that the alleged license
agreement is invalid, or, if no such determination is made, to
the extent that any claims made by Atmel that Atmel has suffered
damages as a result of the alleged license agreement are
unsuccessful, if Atmel fails to make a claim to such funds by
February 1999, or as otherwise agreed by the Company and Atmel.
The Company intends to vigorously prosecute its claims in this
lawsuit and to defend claims made by Hualon. The Company believes
that its claims and defenses in this lawsuit are meritorious.
However, there can be no assurance as to the possible outcome of
this proceeding. In the event that the Company is not successful
in invalidating the alleged license agreement, Atmel may assert a
claim against the Company under the Asset Purchase Agreement,
including a claim for damages, if suffered by Atmel as a result
of Hualon's use of any of such technology, and, in the event any
such claim by Atmel is determined to be valid, Atmel may recover
any such damages from the escrow described above. The Company
believes that, in the event of any claim by Atmel, the amount of
damages that may be payable by the Company upon a resolution
thereof will not have a material adverse effect on the Company's
cash flow, financial position or results of operations. However,
there can be no assurance as to such matters.

COMPETITION
The semiconductor industry is intensely competitive and
is characterized by price erosion, rapid technological change, short
product life cycles, cyclical market patterns and heightened domestic
and international competition in many markets. The Company competes
with major domestic and international semiconductor companies, most
of which have substantially greater financial, technical,
manufacturing and marketing resources

<PAGE>

than the Company, as well as other substantial resources with
which to more effectively pursue engineering, manufacturing,
marketing and distribution of their products. In addition, many
of the Company's competitors maintain their own wafer fabrication
and manufacturing facilities, which the Company considers to be a
competitive advantage. Accordingly, the Company believes that it
is at a substantial competitive disadvantage in comparison to
larger companies with wafer fabrication and manufacturing
facilities, broader product lines, greater technical, financial
and other resources and a higher level of customer service and
support. New entrants may also increase their participation in
the semiconductor market. The ability of the Company to compete
successfully in the rapidly evolving area of high performance
integrated circuit technology depends on factors both within and
outside of its control, including success in designing and
subcontracting the manufacture of new products that implement new
technologies, adequate sources of raw materials, protection of
Company products by effective utilization of intellectual
property laws, product quality, reliability, price, efficiency of
production, the pace at which customers incorporate the Company's
integrated circuits into their products, success of competitors'
products and general economic conditions. Because the Company
does not currently manufacture its own semiconductor wafers, the
Company is vulnerable to process technology advances utilized by
competitors to manufacture higher performance or lower cost
products. There is no assurance that the Company will be able to
compete successfully in the future.

<PAGE>

PATENTS, LICENSES AND INTELLECTUAL PROPERTY CLAIMS

The Company's success depends in part on its ability to
obtain patents, licenses and other intellectual property rights
covering its products and manufacturing processes. To that end, the
Company has in the past acquired certain patents and patent licenses
and intends to continue to seek patents on its inventions and
manufacturing processes in appropriate circumstances. The process of
seeking patent protection can be long and expensive and there can be
no assurance that patents will issue from currently pending or future
applications or that existing patents or any new patents that may be
issued will be of sufficient scope or strength to provide meaningful
protection or any commercial advantage to the Company. The Company
may be subject to or may initiate interference proceedings in the
patent office, which can demand significant financial and management
resources. As is typical in the semiconductor industry, the Company
has from time to time received, and may in the future receive,
communications alleging possible infringement of patents or other
intellectual property rights of others. Based on industry practice,
the Company believes that any necessary licenses or other rights are
often obtainable on commercially reasonable terms, but no assurance
can be given that licenses would be available or that litigation
would not ensue. Litigation, which could result in substantial cost
to and diversion of effort by the Company, may be necessary to
enforce patents or other intellectual property rights of the Company
or to defend the Company against claimed infringement of the rights
of others. The failure to obtain necessary licenses or other rights
or litigation could have a material adverse effect on the Company's
operations.

ENVIRONMENTAL AND OTHER GOVERNMENTAL REGULATIONS

Certain of the Company's foundry and assembly
subcontractors are subject to a variety of government regulations
related to the discharge or disposal of toxic, volatile or otherwise
hazardous chemicals used in their manufacturing process. The failure
by the Company's subcontractors to comply with present or future
environmental regulations could result in fines, suspension of
production or cessation of operations. Such regulations could also
require the subcontractors to acquire equipment or to incur
substantial other expenses to comply with environmental regulations.
If substantial additional expenses were incurred by the Company's
subcontractors, product costs could significantly increase, thus
materially adversely affecting the Company's results of operations.
Additionally, the Company is subject to a variety of government
regulations relating to its operations, such as environmental, labor
and export control regulations. While the Company believes it has
all permits necessary to conduct its business, the failure to comply
with present or future regulations could result in fines being
imposed on the Company or suspension or cessation of operations. Any
failure by the Company or its subcontractors to control the use of,
or adequately restrict the discharge of hazardous substances could
subject it to future liabilities, and could have a material adverse
effect on the Company.

ATTRACTION AND RETENTION OF KEY PERSONNEL

The Company's future success is dependent upon its ability to
hire and retain qualified technical and management personnel,
particularly highly skilled design engineers involved in new
product development. The competition for such personnel is
intense and there can be no assurance that the Company will be
able to attract and retain skilled and experienced personnel in
the future. Any failure to attract or retain such personnel could
adversely affect the Company's future prospects and
profitability. In June 1995, the Company's Chief Financial
Officer resigned his position with the Company. The Company is
currently in the process of recruiting a replacement for the
Chief Financial Officer position.

TAX LOSS CARRYFORWARDS

At September 30, 1994, the Company had net operating
loss carryforwards of approximately $103,000,000 for federal tax
purposes, which expire in 1998 through 2008. Under Section 382 of the
Internal Revenue Code of 1986, as amended, utilization of prior net
operating loss carryforwards is limited after an ownership change, as
defined in Section 382, to an annual amount equal to the value of the
loss corporation's outstanding stock immediately before the date of
the ownership change multiplied by the federal long-term

<PAGE>

tax-exempt rate. This offering is not expected to limit the Company's
utilization of net operating loss carryforwards under Section 382.
However, there can be no assurance that the Company will not issue
additional shares to obtain necessary additional future financing or
that certain of the Company's major stockholders will not sell all of
their shares, in each case in a transaction that would trigger such
Section 382 limitation. In the event the Company achieves profitable
operations and triggers the Section 382 limitation, any significant
limitation on the utilization of net operating loss carryforwards
would have the effect of increasing the Company's tax liability and
reducing net income and available cash resources.

VOLATILITY OF STOCK PRICE

The Company's Common Stock has experienced substantial
price volatility and such volatility may occur in the future,
particularly as a result of quarter to quarter variations in the
actual or anticipated financial results of, or announcements by, the
Company, its competitors and other companies in the semiconductor
industry. In addition, the stock market has experienced extreme price
and volume fluctuations which have affected the market price of many
technology companies in particular and which have often been
unrelated to the operating performance of these companies. Broad
market fluctuations, as well as general economic and political
conditions, may adversely affect the market price of the Common
Stock.

EFFECT OF ANTITAKEOVER PROVISIONS

The Company's Board of Directors has the authority to
issue up to 1,000,000 shares of Preferred Stock and to determine the
price, rights, preferences, and privileges of those shares without any
further vote or action by the Company's stockholders. The rights of
the holders of Common Stock will be subject to, and may be adversely
affected by, the rights of the holders of any Preferred Stock that
may be issued in the future. While the Company has no present
intention to issue shares of Preferred Stock, such issuance, while
providing desirable flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of
making it more difficult for a third party to acquire a majority of
the outstanding voting stock of the Company. In addition, such
Preferred Stock may have other rights, including economic rights
senior to the Common Stock, and, as a result, the issuance thereof
could have a material adverse effect to the market value of the
Common Stock. Furthermore, the Company is subject to the anti-
takeover provisions of Section 203 of the Delaware General
Corporation Law, which prohibits the Company from engaging in a
``business combination'' with an ``interested stockholder'' for a
period of three years after the date of the transaction in which the
person became an interested stockholder, unless the business
combination is approved in a prescribed manner. The application of
Section 203 also could have the effect of delaying or preventing a
change of control of the Company. Certain other provisions of the
Company's Certificate of Incorporation may have the affect of
delaying or preventing changes in control or management of the
Company, which could adversely affect the market price of the
Company's Common Stock. See ``Description of Capital Stock.''

<PAGE>

USE OF PROCEEDS

To the extent the warrants are exercised for cash, the proceeds
will be used for working capital and general corporate purposes. To
the extent any convertible warrant is converted rather than
exercised, the Company will receive no proceeds from the issuance of
Shares pursuant to such warrant.

SELLING STOCKHOLDERS

All of the Shares being offered by the Selling Stockholders are
issuable to the Selling Stockholders pursuant to warrants to purchase
Common Stock as described below.

SILICON VALLEY BANK

A warrant exercisable for 150,000 Shares was issued to Silicon
Valley Bank on August 2, 1991 in connection with a loan from Silicon
Valley Bank to SEEQ. Such warrant is exercisable until August 1,
1996 and has an exercise price of $1.5625 per Share. A second
warrant exercisable until August 1, 1995 for 100,000 Shares was
issued to Silicon Valley Bank on March 19, 1992 in connection with
another loan to the Company. The exercise price for that warrant is
$3.125 per Share. Both warrants held by Silicon Valley Bank are
convertible in whole or in part, at the option of Silicon Valley
Bank, into Common Stock. In the event that Silicon Valley Bank
chooses to convert its warrants rather than exercise them, the
Company will not receive any proceeds from such warrants and Silicon
Valley Bank will receive that number of shares of Common Stock
determined by dividing (a) the aggregate fair market value of the
Common Stock otherwise issuable upon exercise minus the aggregate
exercise price for such Common Stock by (b) the fair market value of
one share of Common Stock. The fair market value of a share of
Common Stock would be the last sale price reported for the business
day immediately before Silicon Valley Bank delivers a notice of
exercise to the Company.

RODMAN & RENSHAW; GRUNTAL

In connection with an offering of the Company's Common Stock in
April 1993 in an offshore transaction pursuant to the exemption
provided by Regulation S under the Securities Act, Rodman & Renshaw,
Inc. ("Rodman") and Gruntal & Co., Incorporated ("Gruntal"), the
placement agents for such offering, were each issued a warrant on
April 27, 1993 exercisable for 72,231 Shares and 48,154 Shares
respectively. Rodman's warrant was subsequently replaced with three
separate warrants as follows: one warrant exercisable for 36,115
Shares issued to Rodman; one warrant exercisable for 18,058 Shares
issued to Steven A. Rothstein, an employee of Rodman; and one warrant
exercisable for 18,058 Shares issued to Louis Lichtenfeld, an
employee of Rodman. The warrants held by Gruntal, Rodman, Steven A.
Rothstein and Louis Lichtenfeld each expire on April 27, 1996 and
have an exercise price of $1.25 per share.

SECURITY RESEARCH ASSOCIATES

In connection with a public offering of the Company's Common
Stock in July 1993, a warrant exercisable for 460,000 Shares was
issued to Security Research Associates, Inc. ("Security Research"),
the underwriter for such offering. This warrant was subsequently
replaced with three separate warrants, as follows: one warrant
exercisable for 92,000 Shares issued to Roger L. Batty, an employee
of Security Research; one warrant exercisable for 92,000 Shares
issued to Jay Hayes, an employee of Security Research; and one
warrant exercisable for 276,000 Shares issued to Brian G. Swift, an
employee of Security Research. Such warrants expire on July 31, 1998
and have an exercise price of $1.0625 per Share. These warrants are
convertible, at the option of the warrant holder, into Common Stock.
In the event that a holder chooses to convert its warrant rather than
exercise them, the Company will not receive any proceeds from such
warrant and the holder will receive that number of shares of Common
Stock determined by dividing (a) the aggregate fair market value of
the Common

<PAGE>

Stock otherwise issuable upon exercise minus the aggregate exercise
price for such Common Stock by (b) the fair market value of one share
of Common Stock. The fair market value of a share of Common Stock
would be the last sale price reported for the business day
immediately before the holder delivers a notice of exercise to the
Company.

SALE OF THE SHARES

The Shares offered hereby are being offered directly by
the Selling Stockholders. The Company will receive no proceeds from
the sale of any of the Shares. However, the Company will receive the
exercise price paid upon exercise of the warrants covering any Shares
to be offered and sold pursuant to this Prospectus. The sale of the
Shares may be effected by the Selling Stockholders from time to time
in transactions in the over-the-counter market, in negotiated
transactions, or a combination of such methods of sale, at fixed
prices which may be changed, at market prices prevailing at the time
of sale, at prices related to prevailing market prices or at
negotiated prices. The Selling Stockholders may effect such
transactions by selling the Shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of the Shares for whom such broker-dealers may
act as agents or to whom they sell as principals, or both (which
compensation as to a particular broker-dealer might be in excess of
customary commissions).

At the time a particular offer of Shares is made, to
the extent required, a Prospectus Supplement will be distributed which
will set forth the exact number of Shares being offered and the terms
of the offering, including the name or names or any underwriters,
dealers or agents, the purchase price paid by any underwriter for the
Shares purchased from Selling Stockholders, any discounts,
commissions and other items constituting compensation from the
Selling Stockholders, and any discounts, commissions or concessions
allowed or reallowed or paid to dealers.

In order to comply with the securities laws of certain
states, if applicable, the Shares will be sold in such jurisdictions
only through registered or licensed brokers or dealers. In addition,
in certain states, the Shares may not be sold unless they have been
registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is
available and is complied with.

The Selling Stockholders and any broker-dealers, agents
or underwriters that participate with the Selling Stockholders in the
distribution of the Shares may be deemed to be ``underwriters''
within the meaning of Section 2(11) of the Securities Act, and any
commissions received by them and any profit on the resale of the
Shares purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act. The Company has agreed to
indemnify the Selling Stockholders against certain liabilities,
including liabilities under the Securities Act, as an underwriter or
otherwise.

Under applicable rules and regulations under the
Exchange Act, any person engaged in the distribution of the Shares may
not simultaneously engage in market making activities with respect to
the Common Stock of the Company for a period of two business days
prior to the commencement of such distribution. In addition and
without limiting the foregoing, the Selling Stockholders will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Rules 10b-6
and 10b-7, which provisions may limit the timing of purchases and
sales of shares of the Company's Common Stock by the Selling
Stockholders.

<PAGE>

LEGAL MATTERS

The validity of the securities offered hereby will be
passed upon for the Company by Brobeck, Phleger & Harrison, San
Francisco, California. Certain attorneys of Brobeck, Phleger &
Harrison beneficially own an aggregate of approximately 11,000 shares
of the Company's Common Stock.

EXPERTS

The consolidated financial statements (including
schedules incorporated by reference) of SEEQ Technology Incorporated
and its subsidiaries as of September 30, 1994 and 1993 and for each of
the three years in the period ended September 30, 1994, incorporated
by reference herein, have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given upon
the authority of said firm as experts in auditing and accounting.

<PAGE>

830,385 SHARES

SEEQ TECHNOLOGY INCORPORATED

COMMON STOCK

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth an itemized statement of
various expenses in connection with the sale and distribution of the
securities being registered other than underwriting discounts and
commissions. All of the amounts shown are estimates except for the
SEC registration fee.

SEC registration fee . . . . . . . . . . . . . . $ 1,048.00
Legal fees and expenses. . . . . . . . . . . . . 25,000.00
Accounting fees and expenses . . . . . . . . . . 5,000.00
Miscellaneous. . . . . . . . . . . . . . . . . . 3,952.00
----------

Total . . . . . . . . . . . . . . . . . $35,000.00

The Selling Stockholders will bear their own sales
commissions and related sales expenses in connection with this
offering. The Company will bear all other expenses listed above.

ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Section 145 of the Delaware General Corporation Law
permits a corporation to grant indemnification to directors, officers
and other agents in terms sufficiently broad to permit indemnification
under certain circumstances for liabilities, including expenses,
arising in connection with the Securities Act of 1933, as amended.
Pursuant to the Certificate of Incorporation and the Bylaws of the
Company, directors and officers of the Company are indemnified to the
full extent permitted by law. In addition, the Company has entered
into indemnification agreements with its officers and directors that
indemnify such officers and directors to the full extent permitted by
law against all expenses (including attorneys' fees), judgments,
fines or settlement amounts incurred or paid by them in any action or
proceeding, including any action by or on behalf of the Company, on
account of their service as an officer or director of the Company.

Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

ITEM 16. EXHIBITS.

4.1 Certificate of Incorporation (incorporated by
reference to the Company's Form 8-B filed on June 2,
1987).
4.2 Bylaws (Incorporated by reference to the Company's
Form 8-B filed on June 2, 1987).

II-1

<PAGE>

4.3 Warrant Purchase Agreement by and between the
Company and Silicon Valley Bank dated as of
March 19, 1992.
4.4 Warrant Purchase Agreement by and between the
Company and Silicon Valley Bank dated as of
August 2, 1991.
4.5 Form of Warrant to Purchase Common Stock by and
between the Company and Gruntal & Co. Incorporated,
Rodman & Renshaw, Inc., Steven A. Rothstein and
Louis Lichtenfeld dated as of February 1,
1994.
4.6 Form of Warrant to Purchase Common Stock by and
between the Company and Roger L. Batty, Jay Hayes
and Brian G. Swift dated as of August 4, 1993.
5.1* Opinion of Brobeck, Phleger & Harrison.
23.1 Consent of Price Waterhouse LLP, independent
accountants.
23.2* Consent of Brobeck, Phleger & Harrison (included in
the Opinion of Counsel filed as Exhibit 5.1 hereto).
24.1 Power of Attorney (See page II-3).

___________________________________
* To be filed by amendment.

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this
Registration Statement: (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in
the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
``Calculation of Registration Fee'' table in the effective
Registration Statement; and (iii) to include any material information
with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information
in the Registration Statement; provided, however, that (i) and (ii)
do not apply if the Registration Statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a post-
effective amendment by (i) and (ii) is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration

II-2

<PAGE>

statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

II-3

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Fremont,
California on this 28th day of June, 1995.

SEEQ TECHNOLOGY INCORPORATED

By /S/PHILLIP J SALSBURY

Phillip J. Salsbury
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned officers and directors of SEEQ
Technology Incorporated, a Delaware corporation, do hereby constitute
and appoint Phillip J. Salsbury the lawful attorney and agent, with
power and authority to do any and all acts and things and to execute
any and all instruments which said attorney and agent, determine may
be necessary or advisable or required to enable said corporation to
comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission
in connection with this Registration Statement. Without limiting the
generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned
officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective
and post-effective, and supplements to this Registration Statement,
and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and
confirms all that said attorney and agent shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in
several counterparts.

IN WITNESS WHEREOF, each of the undersigned has
executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

SIGNATURE TITLE DATE

/S/ PHILLIP J. SALSBURY President, Chief Executive June 28, 1995
(Phillip J. Salsbury) Officer and Director
(Principal Executive, Financial
and Accounting Officer)

/S/ ALAN V. GREGORY Chairman of the June 28, 1995
(Alan V. Gregory) Board of Directors

/S/ CHARLES C. HARWOOD Director June 28, 1995
(Charles C. Harwood)

_________________________ Director
(Peter C. Chen)

II-4

<PAGE>

SEEQ TECHNOLOGY INCORPORATED

INDEX TO EXHIBITS

EXHIBIT
NO. EXHIBIT PAGE

4.1 Certificate of Incorporation (incorporated by
reference to the Company's Form 8-B filed on
June 2, 1987).

4.2 Bylaws (Incorporated by reference to the
Company's Form 8-B filed on June 2, 1987).

4.3 Warrant Purchase Agreement by and between the
Company and Silicon Valley Bank dated as of
March 19, 1992.

4.4 Warrant Purchase Agreement by and between the
Company and Silicon Valley Bank dated as of
March 19, 1992.

4.5 Form of Warrant to Purchase Common Stock by and
between the Company and Gruntal & Co.
Incorporated, Rodman & Renshaw, Inc., Steven A.
Rothstein and Louis Lichtenfeld dated as of
February 1, 1994.

4.6 Form of Warrant to Purchase Common Stock by and
between the Company and Roger L. Batty, Jay
Hayes and Brian G. Swift dated as of August 4,
1993.

5.1* Opinion of Brobeck, Phleger & Harrison.

23.1 Consent of Price Waterhouse LLP, independent
accountants.

23.2* Consent of Brobeck, Phleger & Harrison (included
in the Opinion of Counsel filed as Exhibit 5.1
hereto).

24.1 Power of Attorney (See page II-3).

_____________________________________
* To be filed by amendment.

Exhibit 4.3

WARRANT PURCHASE AGREEMENT

This Agreement is made at Santa Clara, California as of the 19th
day of March, 1992, between SEEQ TECHNOLOGY, INCORPORATED, a Delaware
corporation (the "Company"), and SILICON VALLEY BANK, a California
banking corporation ("Investor"), and is as follows:

Number of Shares: 100,000

Class of Stock: Common

Initial Exercise Price: $ 3 1/8 per share

ARTICLE 1. ISSUANCE OF WARRANT.

1.1. SALE AND PURCHASE OF WARRANT. The Company shall sell to
Investor, and Investor shall purchase from the Company, a warrant in
substantially the form attached to this Agreement as Exhibit A (the
"Warrant"). The cost of the Warrant to Investor shall be $1.00 (the
"Purchase Price"). The Warrant shall give Investor the right to
purchase the above number of shares of the above referenced class of
the Company's securities (the "Shares") at the exercise price
referenced above, all subject to adjustment as provided in the
Warrant.

1.2. CLOSING. The issuance of the Warrant shall take place upon
execution of this Agreement, or on such other date as the parties may
agree (the "Closing"). At the Closing, the Company shall deliver the
Warrant to Investor, issued in the name of Investor. Investor may
pay the Purchase Price by check, in form of cancellation of
Indebtedness, or by such other means as the parties may agree.

ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

2.1. TRUTH OF STATEMENTS. The Company hereby represents and
warrants to Investor that, except as set forth on Exhibit B, each of
the statements set forth in this Article 2, and in any other written
document provided to Investor in the transaction of which this
Agreement is a part, is true, accurate, and complete as of the date
hereof and will be true accurate, and complete as of the date of the
Closing. If Exhibit B is blank or there is no Exhibit B attached,
then there are no exceptions.

2.2. CORPORATE STATUS. The Company is a corporation duly
organized, validly existing, and in good standing under the laws of
the state of its incorporation and has all requisite legal and
corporate power and authority to own, lease, and operate its
properties and assets and to carry on its business as now conducted
and as proposed to be conducted. If the Company is not a

<PAGE>

California corporation, it is in good standing as a foreign
corporation qualified to do business in California.

2.3. VALUATION AND CAPITALIZATION. The Initial Exercise Price
referenced above, in the good faith reasonable opinion of the
Company's President and Chief Financial Officer, is not greater than
the fair market value of the Shares as of the date of this Agreement.
All outstanding securities of the Company have been duly authorized
and are validly issued, fully paid, and nonassessable, and have been
issued in compliance with all applicable state and Federal securities
laws.

2.4. AUTHORIZATION. All corporate action on the part of the
Company and its officers, directors, and shareholders necessary for
the Company to authorize, execute, deliver, and perform this
Agreement, including without limitation the authorization, execution,
issuance, and delivery of the Warrant, the reservation of the Shares
issuable upon the exercise or conversion of the Warrant (and
securities issuable, directly or indirectly, upon conversion of the
Shares, if any), and the offer and grant of registration rights to
the Investor, has been taken. The persons signing this Agreement and
the Warrant have full power and authority to execute and deliver this
Agreement and the Warrant on behalf of the Company. When executed
and delivered, this Agreement and the Warrant will constitute a valid
and binding obligation of the Company.

2.5. CORPORATE POWER. The Company has all requisite legal and
corporate power and authority to enter into this Agreement and all
requisite legal and corporate power and authority to issue and
deliver the Warrant, the Shares, and any securities issuable,
directly or indirectly, upon conversion of the Shares, and to carry
out and perform its obligations under the terms and conditions of
this Agreement and the Warrant.

2.6. VALIDITY OF WARRANT. Upon issuance, the Warrant will
constitute a valid and binding obligation of the Company. The Shares
have been duly and validly reserved for issuance upon exercise or
conversion of the Warrant. Upon issuance, the Warrant and the Shares
will be duly authorized, validly issued, fully paid, nonassessable,
and free of any liens or encumbrances except for restrictions on
transfer provided for under applicable federal and state securities
laws. The Company shall at all times have authorized and reserved
for issuance sufficient shares of the Shares, and of any class of
securities into which the Shares are convertible, to issue the Shares
and any class of securities into which the Shares are convertible.
The issuance of the Warrant is not, and the issuance of the Shares
will not be, subject to any preemptive rights or rights of first
refusal. For the purpose of this Section 2.6, the word "Shares" also
includes securities issuable, directly or indirectly, upon conversion
of the Shares, if any.

<PAGE>

2.7. NO ANTIDILUTION UPON ISSUANCE OR EXERCISE OF WARRANT.
Neither the issuance nor the exercise of the Warrant will cause the
rate at which any of the Company's outstanding convertible securities
are ultimately convertible to Common Stock to change, nor will it
otherwise invoke any "antidilution" feature of any of the Company's
outstanding securities or rights to purchase securities.

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.

3.1. TRUTH OF STATEMENTS. Investor hereby represents and
warrants to the Company that each of the statements set forth in this
Article 3 is true, accurate, and complete as of the date hereof and
will be true, accurate, and complete as of the date of the closing.
For the purpose of this Article 3, the word "Shares" also includes
securities issuable, directly or indirectly, upon conversion of the
Shares, if any.

3.2. AUTHORIZATION. The person signing this Agreement has full
power and authority to enter into this Agreement on behalf of
Investor. When executed and delivered, this Agreement will
constitute a valid and legally binding obligation of Investor.

3.3. NO REGISTRATION. Investor understands that the Warrant and
the Shares have not been registered under the Securities Act of 1933,
as amended (the "Act") and will be issued pursuant to an exemption
from registration contained in the Act based in part upon the
representations of Investor contained in this Agreement.

3.4. ACQUISITION FOR INVESTMENT. Investor is acquiring the
Warrant and the Shares solely for its own account and not as a
nominee for any other party and not with a view toward the resale or
distribution of the Warrant or the Shares.

3.5. EXPERIENCE. Investor is a sophisticated lender to publicly
traded and non-publicly traded high-technology and other businesses
and is able to fend for itself. Investor is able to bear the
economic risk of the purchase of the Warrant and the Shares,
including a complete loss of Investor's investment. Investor has had
an opportunity to ask such questions of the Company's officers,
employees, agents, accountants, and representatives concerning the
Company's business, operations, financial condition, assets,
liabilities, and other matters as it has deemed necessary or
desirable.

3.6. ACCREDITED INVESTOR. Investor is an "Accredited Investor"
as defined in S.E.C. Rule 501(a).

ARTICLE 4. CONDITIONS TO INVESTOR'S OBLIGATION TO CLOSE.

The obligation of Investor to purchase the Warrant is subject to
the satisfaction of the following conditions, or Investor's
written waiver thereof, before or at the Closing:

<PAGE>

4.1. REPRESENTATIONS AND WARRANTIES. The representations and
warranties set forth in this Agreement shall be true and correct.

4.2. CORPORATE ACTION. All corporate action on the part of the
Company and its officers, directors, and shareholders necessary for
the authorization, execution, delivery, and performance of this
Agreement and the Warrant and the consummation of the transactions
contemplated hereby shall have been taken.

4.3. TENDER OF WARRANT. The Company shall have tendered the
Warrant to Investor, fully executed and in proper form.

4.4. CERTIFICATE OF SECRETARY. The Company shall have provided
Investor a certificate of the Secretary of the Company in the form
attached as Exhibit C, that all corporate action on the part of the
Company and its officers, directors, and shareholders necessary in
connection with this Agreement has been taken. Failure to provide
such certificate does not waive any of the Company's obligations
pursuant to this Agreement or constitute notice that any necessary
consents have not been obtained. Any such waiver or notice may be
given only in accordance with Sections 8.6 and 8.7 of this Agreement.

ARTICLE 5. CONDITIONS TO THE COMPANY'S OBLIGATIONS TO CLOSE. The
obligation of the Company to issue the Warrant is subject to the
satisfaction of the following conditions, or the Company's written
waiver thereof, before or at the Closing:

5.1. REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Investor contained in Article 3 shall be true and
correct.

5.2. TENDER OF PURCHASE PRICE. Investor shall have tendered the
Purchase Price to the Company.

ARTICLE 6. REGISTRATION RIGHTS.

The Company hereby irrevocably offers Investor the
registration rights set forth in Exhibit D hereto. Investor may
accept the offer of such registration rights at any time that
Investor owns the Shares. The Company shall give Investor the same
notices at the same times that the Company gives to any other holder
of Registration Rights, regardless of whether Investor has accepted
the offer of the registration rights or exercised the Warrant. For
the purpose of this Article 6, the word "Shares" also includes
securities issuable, directly or indirectly, upon conversion of the
Shares, if any.

ARTICLE 7. COVENANTS OF THE COMPANY.

7.1. INFORMATION RIGHTS. So long as Investor holds the Warrant
or any Shares, the Company shall deliver to Investor the Company's
annual audited or reviewed financial statements

<PAGE>

(consisting of a consolidated profit or loss statement for such
fiscal year, a consolidated balance sheet of the Company as of the
end of the year, and a consolidated statement of changes in financial
condition for such fiscal year, certified by independent public
accountants of recognized standing selected by the Company) within 90
days after the end of each fiscal year of the Company, and the
Company's quarterly unaudited financial statements (consisting of an
unaudited consolidated profit or loss statement for such fiscal
quarter and an unaudited consolidated balance sheet as of the end of
such fiscal quarter) within 45 days after the end of each of the
first three quarters for the fiscal year. The right to receive
financial statements under this Article 7 may be transferred to any
subsequent holder of the Warrant and may be transferred to any
subsequent holder of at least one-third of the Shares issuable under
the Warrant (as appropriately adjusted for stock splits, stock
dividends, stock subdivisions, and stock combinations with respect to
the Shares or securities) or, if less, Shares issuable under the
Warrant having a then current fair market value (as determined under
Section 1.5 of the Warrant) of at least $50,000, or any subsequent
holder of Shares who is an affiliate of Investor. For the purpose of
this Article 7, the word "Shares" also includes securities issuable,
directly or indirectly, upon conversion of the Shares, if any.

7.2. GOVERNMENTAL APPROVALS. The Company shall obtain and keep
effective such securities acts filings and permits, consents, and
approvals of governmental agencies as needed to enable the Company to
lawfully issue, sell, and deliver this Warrant and the Shares to
Investor and Investor's permitted assigns.

ARTICLE 8. MISCELLANEOUS.

8.1. BROKERS AND FINDERS.

8.1.1. INVESTOR. Investor (a) represents and warrants that
Investor has retained no finder or broker in connection with the
transactions contemplated by this Agreement and (b) shall indemnify
and hold the Company harmless of and from any liability for
commissions or compensation in the nature of a finder's fee to any
broker or other person or firm (and the costs and expenses of
defending against such liability or asserted liability) for which
Investor, or any of Investor's employees or representatives, is
responsible.

8.1.2. THE COMPANY. The Company (a) represents and
warrants that the Company has retained no finder or broker in
connection with the transactions contemplated by this Agreement and
(b) shall indemnify and hold harmless Investor of and from any
liability for commissions or compensation in the nature of a finder's
fee to any broker or other person or firm (and the costs and expenses
of defending against such liability or asserted liability) for which
the Company, or any of the Company's employees or representatives, is
responsible.

<PAGE>

8.2. SURVIVAL. The representations, warranties, covenants, and
agreements made herein shall survive any investigation made by any
party hereto and the closing of the transactions contemplated hereby.

8.3. ADDITIONAL ACTIONS AND DOCUMENTS. The parties shall
execute and deliver such further documents and instruments and shall
take such other further actions as may be required or appropriate to
carry out the intent and purposes of this Agreement, only upon
obtaining the prior written consent of the Company.

8.4. SUCCESSORS AND ASSIGNS. This Agreement and the Warrant
shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns. Subject to the provisions of this
Agreement and in the Warrant, Investor may transfer all or part of
its interest in this Agreement and the Warrant.

8.5. PARTIES IN INTEREST. Nothing in this Agreement is intended
to confer any rights or remedies under or by reason of this Agreement
on any persons other than the parties to it and their respective
successors and assigns. Nothing in this Agreement is intended to
relieve or discharge the obligation or liability of any third persons
to any party to this Agreement. No provision of this Agreement shall
give any third person any right of subrogation or action over or
against any party to this Agreement.

8.6. AMENDMENTS, WAIVERS, AND CONSENTS. This Agreement shall
not be changed or modified, in whole or in part, except by
supplemental agreement signed by the parties. Any party may waive
compliance by any other party with any of the covenants or conditions
of this Agreement, but no waiver shall be binding unless executed in
writing by the party making the waiver. No waiver of any provision
of this Agreement shall be deemed, or shall constitute, a waiver of
any other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver. Any consent under this Agreement
shall be in writing and shall be effective only to the extent
specifically set forth in such writing. For the protection of all
parties, amendments, waivers, and consents that are not in writing
and executed by the party to be bound may be enforced only if they
are detrimentally relied upon and proved by clear and convincing
evidence. Such evidence may not include the alleged reliance.

8.7. NOTICE. Any notice, instruction, or communication required
or permitted to be given under this Agreement or the Warrant to any
party shall be in writing and shall be deemed given when actually
received or, if earlier, five days after deposit in the United States
Mail by certified or express mail, return receipt requested, postage
prepaid, addressed to the principal office of such party or to such
other address as such party may request by written notice.

<PAGE>

8.8. EXPENSES. The Company shall reimburse Investor for its
reasonable expenses in connection with the negotiation and
preparation of this Agreement, including the reasonable fees of
Investor's legal counsel. The Company shall also pay all of
Investor's costs and expenses, including without limitation
attorneys' fees, associated with modifying this Agreement and/or
negotiating with the Company to modify this Agreement or the Warrant.
Investor has no duty to modify or consider modifying this Agreement
or the Warrant. Each party has been represented by counsel in the
negotiation and execution of this Agreement.

8.9. SPECIFIC PERFORMANCE. The parties acknowledge that it will
be impossible to measure in money the damage to the parties hereto of
any failure to comply with any of the restrictions or obligations
imposed by this Agreement or the Warrant, that every such restriction
and obligation is material, and that in the event of any such
failure, the parties will not have an adequate remedy at law or in
damages. Therefore, each party consents to the issuance of an
injunction or the enforcement of other equitable remedies against it
at the suit of an aggrieved party to compel performance of all of the
terms of this Agreement or the Warrant, and waives any defenses to
the availability of equitable relief, including without limitation
the defenses of failure of consideration, breach of any other
provision of this Agreement or the Warrant, and availability of
relief in damages.

8.10. ATTORNEYS' FEES. If Investor brings any suit, action,
counterclaim, or arbitration to enforce the provisions of this
Agreement or the Warrant, the prevailing party therein shall be
entitled to recover a reasonable allowance for attorneys' fees and
litigation expenses in addition to court costs. "Prevailing Party"
within the meaning of this Section includes without limitation a
party who agrees to dismiss an action or proceeding upon the other's
payment of the sums allegedly due or performance of the covenants
allegedly breached, or who obtains substantially the relief sought by
it.

8.11. GOVERNING LAW. The rights and obligations of the parties
shall be governed by, and this Agreement and the Warrant shall be
construed and enforced in accordance with, the laws of the State of
California, excluding its conflict of laws rules to the extent such
rules would apply the law of another jurisdiction.

8.12. JURISDICTION AND VENUE. The parties hereto consent to the
jurisdiction of all federal and state courts in California, and agree
that venue shall lie exclusively in Santa Clara County, California.

<PAGE>

or among the parties, and there are now no agreements,
representations, or warranties between or among the parties other
than those set forth herein or therein or herein or therein provided
for.

8.14. SEVERABILITY. If any provision of this Agreement or the
Warrant, or the application of such provision to any person or
circumstances, is held invalid or unenforceable, the remainder of
this Agreement and the Warrant, or the application of such provision
to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby.

8.15. EXHIBITS. All Exhibits hereto shall be deemed to be a
part of this Agreement and are fully incorporated herein by this
reference.

8.16. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but all
of which together shall constitute one instrument.

IN WITNESS WHEREOF, the undersigned have executed this WARRANT
PURCHASE AGREEMENT as of the date first referenced above.

"COMPANY" "INVESTOR"

SEEQ TECHNOLOGY, INCORPORATED SILICON VALLEY BANK

By: J. DANIEL McCRANIE By: DAVID J. STEARNS
(Signature) (Signature)

Name J. Daniel McCranie Name David J. Stearns
(Print) (Print)

Title: Chairman of the Board, Title: Senior Vice President
President, or Vice President

By: RALPH J. HARMS By: [ILLEGIBLE] FOR
(Signature) DANIEL R. MICHENER
(Signature)

Name Ralph J. Harms Name Daniel R. Michener
(Print) (Print)

Title: Chief Financial Title: Assistant Vice
Officer, Secretary, Assistant President
Treasurer, or Assistant Secretary

<PAGE>

Exhibit 4.4

WARRANT PURCHASE AGREEMENT

This Agreement is made at Santa Clara, California as of
the 2nd day of August, 1991, between SEEQ TECHNOLOGY, INCORPORATED,
a Delaware corporation (the "Company"), and SILICON VALLEY BANK, a
California banking corporation ("Investor"), and is as follows:

Number of Shares: 150,000

Class of Stock: Common

Initial Exercise Price: $1.50 per share

ARTICLE 1. ISSUANCE OF WARRANT.

1.1. SALE AND PURCHASE OF WARRANT. The Company shall sell
to Investor, and Investor shall purchase from the Company, a warrant in
substantially the form attached to this Agreement as Exhibit A (the
"Warrant"). The cost of the Warrant to Investor shall be $1.00 (the
"Purchase Price"). The Warrant shall give Investor the right to
purchase the above number of shares of the above referenced class of
the Company's securities (the "Shares") at the exercise price
referenced above, all subject to adjustment as provided in the
Warrant.

ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

2.1. TRUTH OF STATEMENTS. The Company hereby represents and
warrants to Investor that, except as set forth on Exhibit B, each of
the statements set forth in this Article 2, and in any other written
document provided to Investor in the transaction of which this
Agreement is a part, is true, accurate, and complete as of the date
hereof and will be true, accurate, and complete as of the date of the
Closing. If Exhibit B is blank or there is no Exhibit B attached,
then there are no exceptions.

<PAGE>

and as proposed to be conducted. If the Company is not a California
corporation, it is in good standing as a foreign corporation
qualified to do business in California.

2.3. VALUATION AND CAPITALIZATION. The Initial Exercise Price
referenced above is not greater than the price per share at which the
Shares were last issued in an arm's-length transaction in which at
least $500,000 of the Shares were sold, and, in the good faith
reasonable opinion of the Company's President and Chief Financial
Officer, is not greater than the fair market value of the Shares as
of the date of this Agreement. All outstanding securities of the
Company have been duly authorized and are validly issued, fully paid,
and nonassessable, and have been issued in compliance with all
applicable state and Federal securities laws.

<PAGE>

this Section 2.6, the word "Shares" also includes securities
issuable, directly or indirectly, upon conversion of the Shares, if
any.

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.

3.1. TRUTH OF STATEMENTS. Investor hereby represents and
warrants to the Company that each of the statements set forth in this
Article 3 is true, accurate, and complete as of the date hereof and
will be true, accurate, and complete as of the date of the Closing.
For the purpose of this Article 3, the word "Shares" also includes
securities issuable, directly or indirectly, upon conversion of the
Shares, if any.

3.6. ACCREDITED INVESTOR. Investor is an "Accredited Investor"
as defined in S.E.C. Rule 501(a).

<PAGE>

ARTICLE 4. CONDITIONS TO INVESTOR'S OBLIGATION TO CLOSE. The
obligation of Investor to purchase the Warrant is subject to the
satisfaction of the following conditions, or Investor's written
waiver thereof, before or at the Closing:

4.1. REPRESENTATIONS AND WARRANTIES. The representations and
warranties set forth in this Agreement shall be true and correct.

4.3. TENDER OF WARRANT. The Company shall have tendered the
Warrant to Investor, fully executed and in proper form.

5.1. REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Investor contained in Article 3 shall be true and
correct.

5.2. TENDER OF PURCHASE PRICE. Investor shall have tendered the
Purchase Price to the Company.

ARTICLE 6. REGISTRATION RIGHTS.

<PAGE>

ARTICLE 7. COVENANTS OF THE COMPANY.

7.1. INFORMATION RIGHTS. So long as Investor holds the Warrant
or any Shares, the Company shall deliver to Investor the Company's
annual audited or reviewed financial statements (consisting of a
consolidated profit or loss statement for such fiscal year, a
consolidated balance sheet of the Company as of the end of the year,
and a consolidated statement of changes in financial condition for
such fiscal year, certified by independent public accountants of
recognized standing selected by the Company) within 90 days after the
end of each fiscal year of the Company, and the Company's quarterly
unaudited financial statements (consisting of an unaudited
consolidated profit or loss statement for such fiscal quarter and an
unaudited consolidated balance sheet as of the end of such fiscal
quarter) within 45 days after the end of each of the first three
quarters for the fiscal year. The right to receive financial
statements under this Article 7 may be transferred to any subsequent
holder of the Warrant and may be transferred to any subsequent holder
of at least one-third of the Shares issuable under the Warrant (as
appropriately adjusted for stock splits, stock dividends, stock
subdivisions, and stock combinations with respect to the Shares or
securities) or, if less, Shares issuable under the Warrant having a
then current fair market value (as determined under Section 1.5 of
the Warrant) of at least $50,000, or any subsequent holder of Shares
who is an affiliate of Investor. For the purpose of this Article 7,
the word "Shares" also includes securities issuable, directly or
indirectly, upon conversion of the Shares, if any.

ARTICLE 8. MISCELLANEOUS.

8.1. BROKERS AND FINDERS.

8.1.1. INVESTOR. Investor (a) represents and
warrants that Investor has retained no finder or broker in connection with
the transactions contemplated by this Agreement and (b) shall indemnify
and hold the Company harmless of and from any liability for
commissions or compensation in the nature of a finder's fee to any
broker or other person or firm (and the costs and expenses of
defending against such liability or asserted liability) for which
Investor, or any of Investor's employees or representatives, is
responsible.

8.1.2. THE COMPANY. The Company (a) represents and
warrants that the Company has retained no finder or broker in
connection with the transactions contemplated by this Agreement and

<PAGE>

(b) shall indemnify and hold harmless Investor of and from any
liability for commissions or compensation in the nature of a finder's
fee to any broker or other person or firm (and the costs and expenses
of defending against such liability or asserted liability) for which
the Company, or any of the Company's employees or representatives, is
responsible.

8.2. SURVIVAL. The representations, warranties, covenants, and
agreements made herein shall survive any investigation made by any
party hereto and the closing of the transactions contemplated hereby.

8.7. NOTICE. Any notice, instruction, or communication required
or permitted to be given under this Agreement or the

<PAGE>

Warrant to any party shall be in writing and shall be deemed given
when actually received or, if earlier, five days after deposit in the
United States Mail by certified or express mail, return receipt
requested, postage prepaid, addressed to the principal office of such
party or to such other address as such party may request by written
notice.

8.8. EXPENSES. The Company shall reimburse Investor for its
reasonable expenses in connection with the negotiation and
preparation of this Agreement, including the reasonable fees of
Investor's legal counsel. The company shall also pay all of
Investor's costs and expenses, including without limitation
attorneys' fees, associated with modifying this Agreement and/or
negotiating with the Company to modify this Agreement or the Warrant.
Investor has no duty to modify or consider modifying this Agreement
or the Warrant. Each party has been represented by counsel in the
negotiation and execution of this Agreement.

8.12. JURISDICTION AND VENUE. The parties hereto consent to the
jurisdiction of all federal and state courts in California, and

<PAGE>

agree that venue shall lie exclusively in Santa Clara County,
California.

8.13. ENTIRE AGREEMENT. This Agreement and the documents and
agreements contemplated herein constitute the entire agreement
between the parties with regard to the Warrant, the Shares, and any
securities issuable, directly or indirectly, upon conversion of the
Shares. This Agreement supersedes all previous agreements between or
among the parties, and there are now no agreements, representations,
or warranties between or among the parties other than those set forth
herein or therein or herein or therein provided for.

8.15. EXHIBITS. All Exhibits hereto shall be deemed to be a
part of this Agreement and are fully incorporated herein by this
reference.

<PAGE>

8.16. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but all
of which together shall constitute one instrument.

IN WITNESS WHEREOF, the undersigned have executed this WARRANT
PURCHASE AGREEMENT as of the date first referenced above.

"COMPANY" "INVESTOR"

SEEQ TECHNOLOGY, INCORPORATED SILICON VALLEY BANK

By: J. DANIEL MCCRANIE By: DAVID J. STEARNS
(Signature) (Signature)

Name Dan McCranie Name David J. Stearns
(Print) (Print)

Title: Chairman of the Board, Title: Vice President
President, or Vice President

By: RALPH HARMS By: DANIEL R. MICHENER
(Signature) (Signature)

Name Ralph Harms Name Daniel R. Michener
(Print) (Print)

Title: Chief Financial Title: Assistant Vice
Officer, Secretary, Assistant President
Treasurer, or Assistant Secretary

<PAGE>

Exhibit 4.5

THIS WARRANT AND THE SHARES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN
JURISDICTION IN RELIANCE UPON EXEMPTIONS PROVIDED UNDER THE
SECURITIES ACT AND EXEMPTIONS FROM REGISTRATION AVAILABLE UNDER
APPLICABLE SECURITIES LAWS OF ANY FOREIGN JURISDICTION. ACCORDINGLY,
THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE
EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

SEEQ TECHNOLOGY, INCORPORATED

WARRANT TO PURCHASE COMMON STOCK

Dated February 1, 1994

SEEQ Technology, Incorporated (the "Company") certifies that,
for valuable consideration, receipt of which is hereby acknowledged,
the Holder is entitled to purchase from the Company a number of
shares of the Company's Common Stock set forth in Section 1(h) hereof
(the "Shares") at the purchase price set forth in Section 1(e)
hereof.

This Warrant has been issued to the Holder in replacement of the
original Warrant dated April 27, 1993, a portion of which has been
transferred. This Warrant represents the remaining portion of
the original Warrant that was not so transferred.

This Warrant and the Common Stock issuable upon exercise hereof
are subject to the terms and conditions hereinafter set forth:

1. DEFINITIONS. As used in this Warrant, the following terms
shall mean:

(a) "Common Stock" - Common Stock, par value $.01 of the
Company.

(b) "Company" - SEEQ Technology, Incorporated, a
Delaware corporation.

(d) "Holder" - Rodman & Renshaw, Inc.

(e) "Purchase Price" - $1.25 per share

(f) "Subscription Form" - The form attached to this
Warrant as Exhibit "A"

(g) "Warrant" - This Warrant and any warrants delivered
in substitution or exchange therefor as provided herein.

<PAGE>

(h) "Shares" - up to 36,115 Shares.

(i) "Expiration Date" - April 27, 1996.

2. EXERCISE.

(a) TIME OF EXERCISE. This Warrant may be exercised in
whole or in part (but not as to a fractional share) at the office of
the Company, at any time or from time to time, commencing on the
Effective Date, provided, however, that this Warrant shall expire and
be null and void if not exercised in the manner herein provided, by
5:00 p.m., Los Angeles time, on the Expiration Date.

(b) MANNER OF EXERCISE. This Warrant is exercisable at
the Purchase Price, payable in cash or by certified check, payable to
the order of the Company, subject to adjustment as provided in
Section 3 hereof. Upon surrender of this Warrant with the annexed
Subscription form duly executed, together with payment of the
Purchase Price for the Shares purchased (and any applicable transfer
taxes) at the Company's principal executive offices, the Holder shall
be entitled to receive a certificate or certificates for the Shares
so purchased.

(c) DELIVERY OF STOCK CERTIFICATES. As soon as
practicable, but not exceeding 30 days, after complete or partial
exercise of this Warrant, the Company, at its expense, shall cause to
be issued in the name of the Holder (or upon payment by the Holder of
any applicable transfer taxes, the Holder's assigns) a certificate or
certificates for the number of fully paid and non-assessable Shares
to which the Holder shall be entitled upon such exercise, together
with such other stock or securities or property or combination
thereof to which the Holder shall be entitled upon such exercise,
determined in accordance with Section 3 hereof.

(d) RECORD DATE OF TRANSFER OF SHARES. Irrespective of
the date of issuance and delivery of certificates for any stock or
securities issuable upon the exercise of this Warrant, each person
(including a corporation or partnership) in whose name any such
certificate is to be issued shall for all purposes be deemed to have
become the holder of record of the stock or other securities
represented thereby immediately prior to the close of business on the
date on which (i) a duly executed Subscription Form containing notice
of exercise of this Warrant, (ii) payment of the Purchase Price and
(iii) the opinion or certificate required by Section 4(a)(iii) of
this Warrant is received by the Company.

3. ADJUSTMENTS. After each adjustment of the Purchase Price
pursuant to this Section 3, the number of shares of Common Stock
purchasable on the exercise of the Warrant shall be the number
derived by dividing such adjusted pertinent Purchase Price into the
original pertinent Purchase Price. The pertinent Purchase Price
shall be subject to adjustment as follows:

<PAGE>

(a) In the event, prior to the expiration of the warrant
by exercise or by its terms, the Company shall issue any shares of
its Common Stock as a share dividend or shall subdivide the number of
outstanding shares of Common Stock into greater number of shares,
then, in either of such events, the Purchase Price per share of
Common Stock purchasable pursuant to the warrant in effect at the
time of such action shall be reduced proportionately and the number
of shares purchasable pursuant to the Warrant shall be increased
proportionately. Conversely, in the event the Company shall reduce
the number of shares of its outstanding Common Stock by combining
such shares into a smaller number of shares, then, in such event, the
Purchase Price per share purchasable pursuant to the Warrant in
effect at the time of such action shall be increased proportionately
and the number of shares of Common Stock at that time purchasable
pursuant to the Warrant shall be decreased proportionately. Any
dividend paid or distributed on the Common Stock in shares of any
other class of the Company or securities convertible into shares of
Common Stock shall be treated as a dividend paid in Common Stock to
the extent that shares of Common Stock are issuable on the conversion
thereof.

(b) In the event the Company, at any time while the
Warrant shall remain unexpired and unexercised, shall sell all or
substantially all of its property, or dissolves, liquidates or winds
up its affairs, prompt, proportionate, equitable, lawful and adequate
provision shall be made as part of the terms of any such sale,
dissolution, liquidation or winding up such that the holder of a
Warrant may thereafter receive, on exercise thereof, in lieu of each
share of Common Stock of the Company which he would have been
entitled to receive, the same kind and amount of any share,
securities, or assets as may be issuable, distributable or payable on
any such sale, dissolution, liquidation or winding up with respect to
each share of Common Stock of the Company; provided, however, that in
the event of any such sale, dissolution, liquidation or winding up,
the right to exercise this Warrant shall terminate on a date fixed by
the Company, such date to be not earlier than 5:00 p.m., Mountain
Time, on the 30th day next succeeding the date on which notice of
such termination of the right to exercise the Warrant has been given
by mail to the holders thereof at such addresses as may appear on the
books of the Company.

(c) Notwithstanding the provisions of this Section 3, no
adjustment of the Purchase Price shall be made whereby such Price is
adjusted in an amount less than $.0001 or until the aggregate of such
adjustments shall equal or exceed $.0001.

(d) In the event, prior to the expiration of the Warrant
by exercise or by its terms, the Company shall determine to take a
record of the holders of its Common Stock for the purpose of
determining shareholders entitled to receive any share dividend or
other right which will cause any change or adjustment to the number,
amount, price or nature of the shares of Common stock or other
securities or assets deliverable on exercise of the Warrant pursuant
to the foregoing provisions, the Company shall give to the Registered
Holder of the Warrant at the address as may appear on the books of
the Company at least 15 days' prior written notice to the effect that
it intends to take such a record. Such notice shall specify the date
as of which such record is to be taken; the purpose for which such

<PAGE>

record is to be taken; and the number, amount, price and nature of
the Common Shares or other shares, securities or assets which will be
deliverable on exercise of the Warrant after the action for which
such record will be taken has been completed. Without limiting the
obligation of the Company to provide notice to the Registered Holder
of the Warrant of any corporate action hereunder, the failure of the
Company to give notice shall not invalidate such corporate action of
the Company.

(e) Before taking any action which would cause an
adjustment reducing the Purchase Price below the then par value of
the shares of Common Stock issuable upon exercise of the Warrant, the
Company will take any corporate action which may, in the opinion of
its counsel, be necessary in order that the Company may validly and
legally issue fully paid and nonassessable shares of such Common
Stock at such adjusted Purchase Price.

(f) Upon any adjustment of the Purchase Price required
to be made pursuant to this Section 3, the Company within 30 days
thereafter shall cause to be mailed to each of the Registered Holders
of the Warrant written notice of such adjustment setting forth the
pertinent Purchase Price after such adjustment and setting forth in
reasonable detail the method of calculation and the facts upon which
such calculation is based.

(g) The Company's Board of Directors may, at its sole
discretion, reduce the Purchase Price of the Warrant in effect at any
time either for the life of the Warrant or any shorter period of time
determined by the Company's Board of Directors. The Company shall
promptly notify the Registered Holders of any such reductions in the
Purchase Price.

4. RESTRICTION ON TRANSFER.

(a) The Holder, by its acceptance hereof, represents,
warrants, covenants and agrees that:

(i) the Holder has knowledge of the business and
affairs of the Company;

(ii) this Warrant and the Shares issuable upon the
exercise of this Warrant are being acquired for investment and not
with a view to the distribution hereof and that absent an effective
registration statement under the Securities Act of 1933, as amended
(the "Securities Act"), covering the disposition of this Warrant or
the Shares issued or issuable upon exercise of this Warrant, they
will not be sold, transferred, assigned, hypothecated or otherwise
disposed of without first providing the Company with an opinion of
counsel (which may be counsel for the company) or other evidence,
reasonably acceptable to the Company, to the effect that such sale,
transfer, assignment, hypothecation or other disposal will be exempt
from the registration and prospectus delivery requirements of the
Securities Act and the registration or qualification requirements of
any applicable state or foreign securities laws; and

<PAGE>

(iii) the Holder consents to the making of a
notation in the Company's records or giving to any transfer agent of
the Warrant or the Shares an order to implement such restrictions on
transferability described in subparagraph (ii) above.

(b) This Warrant (and any successor or replacement
warrant) shall bear the certificate shown on the front page hereof
and the Shares issuable upon the exercise of this Warrant shall bear
the following legend or a legend of similar import, provided,
however, that such legend shall be removed, or not placed upon the
Warrant or the certificate or other instrument representing the
Shares, as the case may be, if such legend is no longer necessary to
assure compliance with the Securities Act:

THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF
ANY STATE OR FOREIGN JURISDICTION IN RELIANCE UPON THE EXEMPTIONS
PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT AND
EXCEPTIONS FROM REGISTRATION AVAILABLE UNDER THE APPLICABLE
SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. ACCORDINGLY,
SUCH SHARES MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED
PURSUANT TO RELEVANT PROVISIONS OF FEDERAL, STATE AND FOREIGN
SECURITIES LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION OR
QUALIFICATION IS APPLICABLE.

5. PAYMENT OF TAXES. All Shares issued upon the exercise of
this Warrant shall be validly issued, fully paid and nonassessable
and the Company shall pay all taxes and other governmental charges
(other than income tax) that may be imposed in respect of the issue
or delivery thereof. The Company shall not be required, however, to
pay any tax or other charge imposed in connection with any transfer
involved in the issue of any certificate for Shares in any name other
than that of the Holder surrendered in connection with the purchase
of such Shares, and in such case the Company shall not be required to
issue or deliver any stock certificate until such tax or other charge
has been paid or it has been established to the Company's
satisfaction that no tax or other charge is due.

6. RESERVATION OF COMMON STOCK. The Company shall at all
times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of issuance upon the
exercise of this Warrant, such number of shares of Common Stock as
shall be issuable upon the exercise hereof. The Company covenants and
agrees that, upon exercise of this Warrant and payment of the
Purchase Price thereof, all Shares of Common Stock issuable upon such
exercise shall be duly and validly issued, fully paid and non-
assessable.

7. NOTICES. Nothing contained in this Warrant shall be
construed as conferring upon the Holder hereof the right to vote or
to consent or to receive notice as a shareholder in respect of any
meetings of shareholders for the election of directors or any other
matter or as having any rights whatsoever as a shareholder of the
Company. All notices, requests,

<PAGE>

consents and other communication hereunder shall be in writing and
shall be deemed to have been duly made when delivered or mailed by
registered or certified mail, postage prepaid, return receipt
requested:

(a) If to the Holder, to the address of such Holder as
shown on the books of the Company; or

(b) If to the Company, to its principal executive
officers.

8. REPLACEMENT OF WARRANT. Upon receipt of evidence
reasonably satisfactory to the Company of the ownership of and the
loss, theft, destruction or mutilation of this Warrant and (in case
of loss, theft or destruction) upon delivery of an indemnity
agreement in an amount reasonably satisfactory to the Company, or (in
the case of mutilation) upon surrender and cancellation of the
mutilated Warrant, the Company will execute and deliver in lieu
thereof, a new Warrant of like tenor.

9. SUCCESSORS. All the covenants, agreements, presentations
and warranties contained in this Warrant shall bind the parties
hereto and their respective heirs, executors, administrators,
distributees, successors and assigns.

10. CHANGE; WAIVER. Neither this Warrant nor any term hereof
may be changed, waived, discharged or terminated orally but only by
an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought.

11. HEADINGS. The section headings in this Warrant are
inserted for purposes of convenience only and shall have no
substantive effect.

12. LAW GOVERNING. This Warrant shall for all purposes be
construed and enforced in accordance with, and governed by the
internal laws of the State of California, without giving effect to
principles of conflict of laws.

IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed by its duly authorized officer and this Warrant to be dated as
of the date first above written.

SEEQ TECHNOLOGY, INCORPORATED

RALPH HARMS

By: Ralph Harms
Title: Vice President,
Chief Financial Officer

<PAGE>

SUBSCRIPTION FORM

(To Be Executed by the Registered Holder
if It Desires to Exercise the Warrant)

TO SEEQ Technology, Incorporated:

The undersigned hereby irrevocably elects to exercise the right
to purchase _____________ of the Shares covered by this warrant
according to the conditions hereof and herewith makes payment of the
Purchase Price in full.

The undersigned requests that certificates for such shares be
issued in the name of:

PLEASE INSERT SOCIAL SECURITY
OR TAX IDENTIFICATION NUMBER

___________________________________________________________________
(Please print name and address)

___________________________________________________________________

Dated:_________________ Signature: _________________________

NOTICE: The above signature must correspond with the name as
written within the Warrant in every particular, without alteration or
enlargement or any change whatsoever and if the certificate
representing the shares is to be registered in a name other than that
in which the Warrant is registered, the signature of the holder
hereof must be guaranteed.

Signature Guaranteed: _____________________________________________

SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF
ONE OF THE FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE,
PACIFIC COAST STOCK EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST
STOCK EXCHANGE.

<PAGE>

Exhibit 4.6

THIS WARRANT AND THE SHARES ISSUABLE UPON ITS EXERCISE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE
UPON EXEMPTIONS PROVIDED UNDER THE SECURITIES ACT. ACCORDINGLY,
THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE
EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THE
WARRANT MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED FOR
A PERIOD OF ONE YEAR FROM THE DATE HEREOF EXCEPT TO OFFICERS OR
PARTNERS OF SECURITY RESEARCH ASSOCIATES, INC.

SEEQ TECHNOLOGY INCORPORATED

WARRANT TO PURCHASE COMMON STOCK

Dated August 4, 1993

SEEQ Technology Incorporated (the "Company") certifies
that, for valuable consideration, receipt of which is hereby
acknowledged, the Holder is entitled to purchase from the Company a
number of shares of the Company's Common Stock set forth in Section
1(h) hereof (the "Shares") at the purchase price set forth in
Section 1(e) hereof.

This Warrant and the Common Stock issuable upon exercise
hereof are subject to the terms and conditions hereinafter set
forth:

1. DEFINITIONS. As used in this Warrant, the following
terms shall have the following meanings:

(a) "Common Stock" - Common Stock, par value $.01,
of the Company

(b) "Company" - SEEQ Technology Incorporated, a
Delaware corporation

(d) "Holder" - Security Research Associates, Inc.
or any transferee thereof

(e) "Purchase Price" - $1-1/16 per share

(f) "Subscription Form" - the form attached to this
Warrant as Exhibit "A"

<PAGE>

(g) "Warrant" - this Warrant and any warrants
delivered in substitution or exchange therefor as provided herein

(h) "Shares" - up to 276,000 Shares

(i) "Expiration Date" - July 31, 1998

2. EXERCISE AND CONVERSION.

(a) TIME OF EXERCISE AND CONVERSION. This Warrant
may be exercised in whole or in part (but not as to a fractional
share) at the office of the Company, at any time or from time to
time, commencing on the Effective Date; provided, however, that
this Warrant shall expire and be null and void if not exercised in
the manner herein provided by 5:00 p.m., Pacific Standard time, on
the Expiration Date.

(b) MANNER OF EXERCISE AND CONVERSION.

(i) This Warrant is exercisable at the
Purchase Price, payable in cash or by certified check, payable to
the order of the Company, subject to adjustment as provided in
Section 3 hereof. Upon surrender of this Warrant with the annexed
Subscription form duly executed, together with payment of the
Purchase Price for the Shares purchased (and any applicable
transfer taxes) at the Company's principal executive offices, the
Holder shall be entitled to receive a certificate or certificates
for the Shares so purchased.

(ii) The Holder, at its option, may elect to
convert this Warrant directly into shares of Common Stock without
payment of the Purchase Price (the "Conversion Right"). Upon
exercise of the Conversion Right, the Company shall deliver to the
Holder (without payment of any Purchase Price) that number of
shares of Common Stock equal to the quotient obtained by dividing
(x) the value of the Warrant at the time of surrender (determined
by subtracting the aggregate Purchase Price for the Shares with
respect to which the Warrant is being exercised in effect
immediately prior to such exercise from the aggregate "fair market
value" of such Shares immediately prior to the exercise of the
Warrant) by (y) the "fair market value" of one share of Common
Stock immediately prior to the exercise of the Warrant. "Fair
market value" shall mean (i) if the Company's Common Stock is
traded on an exchange or is quoted on the NASDAQ National Market
System, the closing sales price reported for the business day
immediately preceding the exercise date; (ii) if the Company's
Common Stock is not traded on an exchange or on the NASDAQ National
Market System but is traded in the over-the-

<PAGE>

counter market, the mean of the closing bid and asked prices
reported for the business day immediately preceding the exercise
date; or (iii) if the Company's Common Stock is not publicly
traded, then as determined in good faith by the Company's Board of
Directors upon a review of relevant factors.

(c) DELIVERY OF STOCK CERTIFICATES. As soon as
practicable, but not exceeding 30 days, after complete or partial
exercise or conversion of this Warrant, the Company, at its
expense, shall cause to be issued in the name of the Holder (or
upon payment by the Holder of any applicable transfer taxes, the
Holder's assigns) a certificate or certificates for the number of
fully paid and non-assessable Shares to which the Holder shall be
entitled upon such exercise or conversion, together with such other
stock or securities or property or combination thereof to which the
Holder shall be entitled upon such exercise or conversion,
determined in accordance with Section 3 hereof.

(d) RECORD DATE OF TRANSFER OF SHARES. Irrespective
of the date of issuance and delivery of certificates for any
stock or securities issuable upon the exercise or conversion of
this Warrant, each person (including a corporation or partnership)
in whose name any such certificate is to be issued shall for all
purposes be deemed to have become the holder of record of the stock
or other securities represented thereby immediately prior to the
close of business on the date on which (i) a duly executed
Subscription Form containing notice of exercise or conversion of
this Warrant, (ii) payment of the Purchase Price if the Warrant is
being exercised pursuant to Section 2(b)(i) hereof, and (iii) the
opinion or certificate required by Section 4(a)(iii) of this
Warrant is received by the Company.

3. ADJUSTMENTS. After each adjustment of the Purchase
Price pursuant to this Section 3, the number of shares of Common
Stock purchasable on the exercise or conversion of the Warrant
shall be the number derived by dividing such adjusted pertinent
Purchase Price into the original pertinent Purchase Price. The
pertinent Purchase Price shall be subject to adjustment as follows:

(a) In the event, prior to the expiration of the
Warrant by exercise or conversion or by its terms, the Company
shall issue any shares of its Common Stock as a share dividend or
shall subdivide the number of outstanding shares of Common Stock
into a greater number of shares, then, in either of such events,
the Purchase Price per share of Common Stock purchasable pursuant
to the Warrant in effect at the time of such action shall be
reduced proportionately and the number of shares purchasable

<PAGE>

pursuant to the Warrant shall be raised proportionately.
Conversely, in the event the Company shall reduce the number of
shares of its outstanding Common Stock by combining such shares
into a smaller number of shares, then, in such event, the Purchase
Price per share purchasable pursuant to the Warrant in effect at
the time of such action shall be increased proportionately and the
number of shares of Common Stock at that time purchasable pursuant
to the Warrant shall be decreased proportionately. Any dividend
paid or distributed on the Common Stock in shares of any other
class of the Company or securities convertible into shares of
Common Stock shall be treated as a dividend paid in Common Stock to
the extent that shares of Common Stock are issuable on the
conversion thereof.

(b) In the event the Company, at any time while the
Warrant shall remain unexpired and unexercised or unconverted,
shall sell all or substantially all of its property, or dissolves,
liquidates or winds up its affairs, prompt, proportionate,
equitable, lawful and adequate provision shall be made as part of
the terms of any such sale, dissolution, liquidation or winding up
such that the Holder of this Warrant may thereafter receive, on
exercise or conversion thereof, in lieu of each share of Common
Stock of the Company which he would have been entitled to receive,
the same kind and amount of any share, securities, or assets as may
be issuable, distributable or payable on any such sale,
dissolution, liquidation or winding up with respect to each share
of Common Stock of the Company; provided, however, that in the
event of any such sale, dissolution, liquidation or winding up, the
right to exercise or convert this Warrant shall terminate on a date
fixed by the Company, such date to be not earlier than 5:00 p.m.,
Pacific Standard Time, on the 30th day next succeeding the date on
which notice of such termination of the right to exercise or
convert the Warrant has been given by mail to the Holders thereof
at such addresses as may appear on the books of the Company.

(c) Notwithstanding the provisions of this
Section 3, no adjustment of the Purchase Price shall be made
whereby such Price is adjusted in an amount less than $.0001 or
until the aggregate of such adjustments shall equal or exceed
$.0001.

(d) In the event, prior to the expiration of the
Warrant by exercise or conversion or by its terms, the Company
shall determine to take a record of the Holders of its Common Stock
for the purpose of determining the shareholders entitled to receive
any share, dividend or other right which will cause any change or
adjustment in the number, amount, price or nature of the shares of
Common Stock or other securities or assets

<PAGE>

deliverable on exercise or conversion of the Warrant pursuant to
the foregoing provisions, the Company shall give to the registered
Holder of the Warrant at the address as may appear on the books of
the Company at least 15 days' prior written notice to the effect
that it intends to take such a record. Such notice shall specify
the date as of which such record is to be taken; the purpose for
which such record is to be taken; and the number, amount, price and
nature of the Shares or other shares, securities or assets which
will be deliverable on exercise or conversion of the Warrant after
the action for which such record will be taken has been completed.
Without limiting the obligation of the Company to provide notice to
the registered Holder of the Warrant of any corporate action
hereunder, the failure of the Company to give notice shall not
invalidate such corporate action of the Company.

(e) Before taking any action which would cause an
adjustment reducing the Purchase Price below the then par value of
the shares of Common Stock issuable upon exercise or conversion of
the Warrant, the Company will take any corporate action which may,
in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue fully paid and nonassessable
shares of such Common Stock at such adjusted Purchase Price.

(f) Upon any adjustment of the Purchase Price
required to be made pursuant to this Section 3, the Company within
30 days thereafter shall cause to be mailed to each registered
Holder of the Warrant written notice of such adjustment setting
forth the pertinent Purchase Price after such adjustment and
setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based.

(g) The Company's Board of Directors may, at its
sole discretion, reduce the Purchase Price of the Warrant in effect
at any time either for the life of the Warrant or any shorter
period of time determined by the Company's Board of Directors. The
Company shall promptly notify the Registered Holders of any such
reductions in the Purchase Price.

4. RESTRICTION ON TRANSFER.

(a) The Holder, by its acceptance hereof,
represents, warrants, covenants and agrees that:

(i) the Holder has knowledge of the business
and affairs of the Company;

<PAGE>

(ii) this Warrant and the Shares issuable
upon the exercise or conversion of this Warrant are being acquired
for investment and not with a view to the distribution thereof and
that absent an effective registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), covering
the disposition of this Warrant or the Shares issued or issuable upon
exercise or conversion of this Warrant, they will not be sold,
transferred, assigned, hypothecated or otherwise disposed of
without first providing the Company with an opinion of counsel
(which may be counsel for the Company) or other evidence,
reasonably acceptable to the Company, to the effect that such sale,
transfer, assignment, hypothecation or other disposal will be
exempt from the registration and prospectus delivery requirements
of the Securities Act and the registration or qualification
requirements of any applicable state or foreign securities laws;
and

(iii) the Holder consents to the making of a
notation in the Company's record or giving to any transfer agent of
the Warrant or the Shares an order to implement such restrictions
on transferability described in subparagraph (ii) above.

(b) This Warrant (and any successor or replacement
warrant) shall bear the certificate shown on the front page hereof
and the Shares issuable upon the exercise or conversion of this
Warrant shall bear the following legend or a legend of similar
import; provided, however, that such legend shall be removed or not
placed upon the Warrant or the certificate or other instrument
representing the Shares, as the case may be, if such legend is no
longer necessary to assure compliance with the Securities Act:

THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF
ANY STATE IN RELIANCE UPON THE EXEMPTION UNDER THE SECURITIES ACT
AND EXEMPTIONS FROM REGISTRATION AVAILABLE UNDER THE APPLICABLE
SECURITIES LAWS OF ANY STATE. ACCORDINGLY, SUCH SHARES MAY BE
OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO
RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF AN
EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE.

(c) This Warrant (and any successor or replacement
Warrant) may not be sold, transferred, assigned or hypothecated for
a period of one year from the date hereof except to officers or
partners of Security Research Associates, Inc.

<PAGE>

5. PAYMENT OF TAXES. All Shares issued upon the
exercise or conversion of this Warrant shall be validly issued,
fully paid and non-assessable and the Company shall pay all taxes
and other governmental charges (other than income tax) that may be
imposed in respect of the issue or delivery thereof. The Company
shall not be required, however, to pay any tax or other charge
imposed in connection with any transfer involved in the issue of
any certificate for Shares in any name other than that of the
Holder surrendered in connection with the purchase of such Shares,
and in such case the Company shall not be required to issue or
deliver any stock certificate until such tax or other charge has
been paid or it has been established to the Company's satisfaction
that no tax or other charge is due.

6. REGISTRATION RIGHTS.

(a) RIGHT TO JOIN IN REGISTRATION. If at any time
prior to the expiration of seven (7) years following the date of
this Warrant, the Company proposes to file a Registration Statement
under the Securities Act (other than on Form S-4 or Form S-8)
seeking registration of any securities of the Company for sale for
cash to the public either for its own account or for the account of
any holder of securities of the Company, the Company shall promptly
notify, in writing, the Holder of its intention to file such
Registration Statement and in addition to, and independent of, the
rights afforded by subsection (b), will afford the Holder the
opportunity to request inclusion in such Registration Statement of
all or any part of the Shares issuable upon exercise or conversion
of the Warrant. If the Holder desires to join in such Registration
Statement, it shall, within twenty (20) days after the date of
mailing such notice by the Company, notify the Company, in writing,
of the number of Shares it desires to include in any such
Registration Statement. The Company shall cause to be registered
under the Securities Act all of the Shares that the Holder has
requested to be registered.

If the Holder requests inclusion of any Shares in such
Registration Statement and if such public offering is to be
underwritten, the Company will request the underwriters of the
offering to purchase and sell such Shares. The right of the Holder
to registration pursuant to this subsection shall be conditioned
upon the Holder's participation in such underwriting and the
inclusion of Shares in the underwriting unless otherwise agreed to
by the Company. If the managing underwriter determines that
marketing factors require a limitation of the number of shares to
be underwritten, the Company shall so advise the Holder and the
other persons distributing their securities through such
underwriting, and

<PAGE>

(i) Common Stock held (or issuable upon
conversion or exercise of securities held) by any person who does
not have contractual rights of registration shall first be
excluded; and

(ii) if such exclusion is not sufficient,
Common Stock held (or issuable upon conversion or exercise of
securities held) by any person other than the Holder and Shares
held by the Holder shall be excluded to the extent required to
permit the number of shares of Common Stock held by such other
persons that may be included in the registration and underwriting
to be allocated among the Holder and such other persons in
proportion, as nearly as practicable, to the number of Shares held
by the Holder and shares of Common Stock held (or issuable upon
conversion or exercise of securities held) by such other persons at
the time of filing the Registration Statement.

(b) FORM S-3 REGISTRATION. In case the Company
shall receive, at any time prior to the expiration of five (5)
years following the date of this Warrant, from the Holder a written
request or requests that the Company effect a registration on Form
S-3 and any related qualification or compliance with respect to all
or a part of the Shares, the Company will:

(i) as soon as practicable, effect such
registration and all such qualifications and compliances as may be
so requested and as would permit or facilitate the sale and
distribution of all or such portion of such Holder's Shares as are
specified in such request; provided, however, that the Company
shall not be obligated to effect any such registration,
qualification or compliance, pursuant to this Section: (i) if Form
S-3 is not available for such offering by the Holder; (ii) if the
Company shall furnish to the Holder a certificate signed by the
President of the Company stating that in the good faith judgment of
the Board of Directors of the Company, it would be detrimental to
the Company and its shareholders for such Form S-3 Registration to
be effective at such time, in which event the Company shall have
the right to defer the filling of the Form S-3 Registration
Statement for a period of not more than 120 days after receipt of
the request of the Holder under this Section; provided, however,
that the Company shall not utilize this right more than once in any
twelve month period; or (iii) if the Company has, within the twelve
(12) month period preceding the date of such request, already
effected one registration on Form S-3 for the Holder pursuant to
this Section.

(ii) Subject to the foregoing, the Company
shall file a registration statement covering the Shares and other

<PAGE>

securities so requested to be registered as soon as practicable
after receipt of the request or requests of the Holder.

(i) To the extent permitted by law, the
Company will indemnify and hold harmless the Holder, any
underwriter (as defined in the Act) for the Holder and each person,
if any, who controls the Holder or underwriter within the meaning
of the Securities Act or the Exchange Act, against any losses,
claims, damages, or liabilities (joint or several) to which they
may become subject under the Securities Act or the Exchange Act or
other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out
of or are based upon any of the following statements, omissions or
violations (collectively a "Violation"): (i) any untrue statement
or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or
final prospectus contained therein or any amendments or supplements
thereto, (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make
the statements therein not misleading, or (iii) any violation or
alleged violation by the Company of the Securities Act, the
Exchange Act, any state securities law or any rule or regulation
promulgated under the Act or the Exchange Act or any state
securities law; and the Company will pay to the Holder, underwriter
or controlling person, as incurred, any legal or other expenses
reasonably incurred by one law firm retained by them (or such
additional law firms retained by the Holder if such Holder
reasonably believes there exists a conflict of interest among them)
in connection with investigating or defending any such loss, claim,
damage, liability, or action; provided, however, that the indemnity
agreement contained in this subsection shall not apply to amounts
paid in settlement of any such loss, claims, damage, liability, or
action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor
shall the Company be liable in any such case for any such loss,
claim, damage, liability, or action to the extent that it arises
out of or is based upon a Violation which occurs in reliance upon
and in conformity with written information furnished expressly for
use in connection with such registration by any such Holder,
underwriter or controlling person.

(ii) To the extent permitted by law, each
selling Holder will indemnify and hold harmless the Company, each
of its directors, each of its officers who has signed the
registration statement, each person, if any, who controls the

<PAGE>

Company within the meaning of the Securities Act, any underwriter,
any other investor selling securities in such registration
statement and any controlling person of any such underwriter or
other investor, against any losses, claims, damages, or liabilities
(joint or several) to which any of the foregoing persons may become
subject under the Securities Act or the Exchange Act or other
federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereto) arise out of or are
based upon any Violation, in each case to the extent (and only to
the extent) that such Violation occurs in reliance upon and in
conformity with written information furnished by the Holder
expressly for use in connection with such registration; and each
Holder will pay, as incurred, any legal or other expenses
reasonably incurred by any person intended to be indemnified
pursuant to this subsection, in connection with investigating or
defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this
subsection shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is
effected without the consent of the Holder, which consent shall not
be unreasonably withheld; provided, that, in no event shall any
indemnity under this subsection exceed the net proceeds from the
offering received by the Holder.

(iii) Promptly after receipt by an indemnified
party under this Section of notice of the commencement of any
action (including any governmental action), such indemnified party
will, if a claim in respect thereof is to be made against any
indemnifying party provide a written notice of the commencement
thereof to the indemnifying party and the indemnifying party shall
have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel
mutually satisfactory to the parties; provided, however, that any
indemnified party (together with all other indemnified parties
which may be represented without conflict by one counsel) shall
have the right to retain one separate counsel, with the fees and
expenses to be paid by the indemnifying party, if representation of
such indemnified party would be inappropriate due to actual or
potential differing interests between such indemnified party and
any other party represented by such counsel in such proceeding.
The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action, if
prejudicial to its ability to defend such action, shall relieve
such indemnifying party of any liability to the indemnified party
under this Section, but the omission so to deliver written notice
to the indemnifying party will not relieve it of any liability

10.

<PAGE>

that it may have to any indemnified party otherwise than under this
Section.

(iv) The obligations of the Company and the
Holder under this Section shall survive the completion of any
offering of Shares in a registration statement under this Section,
and otherwise.

(d) EXPENSES. The Company shall bear all expenses
incurred in connection with all registrations of the Shares
effected pursuant to Section 6(a) hereof and in connection with one
registration effected pursuant to Section 6(b) hereof, in each case
excluding any underwriting discounts or commissions.

7. RESERVATION OF COMMON STOCK. The Company shall at
all times reserve and keep available out of its authorized but
unissued shares of Common Stock, solely for the purpose of issuance
upon the exercise or conversion of this Warrant, such number of
shares of Common Stock as shall be issuable upon the exercise or
conversion hereof. The Company covenants and agrees that, upon
exercise or conversion of this Warrant and payment of the Purchase
Price thereof pursuant to Section 2(b)(i) hereof, all Shares of
Common Stock issuable upon such exercise or conversion shall be
duly and validly issued, fully paid and non-assessable.

8. NOTICES. Nothing contained in this Warrant shall be
construed as conferring upon the Holder hereof the right to vote or
to consent or to receive notice as a shareholder in respect of any
meetings of shareholders for the election of directors or any other
matter or as having any right whatsoever as a shareholder of the
Company. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly
made when delivered or mailed by registered or certified mail,
postage prepaid, return receipt requested:

(a) if to the Holder, to the address of such Holder
as shown on the books of the Company; or

(b) if to the Company, to its principal executive
office.

9. REPLACEMENT OF WARRANT. Upon receipt of evidence
reasonably satisfactory to the Company of the ownership of and the
loss, theft, destruction or mutilation of this Warrant and (in case
of loss, theft or destruction) upon delivery of an indemnity
agreement in an amount reasonably satisfactory to the Company, or
(in the case of mutilation) upon surrender and

11.

<PAGE>

cancellation of the mutilated Warrant, the Company will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

10. SUCCESSORS. All the covenants, agreements,
representations and warranties contained in this Warrant shall be
binding upon and inure to the benefit of the parties hereto and
their respective heirs, executors, administrators, distributees,
successors and assigns.

11. CHANGE; WAIVER. Neither this Warrant nor any term
hereof may be changed, waived, discharged or terminated orally but
only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought.

12. HEADINGS. The section headings in this Warrant are
inserted for purposes of convenience only and shall have no
substantive effect.

13. LAW GOVERNING. This Warrant shall for all purposes
be construed and enforced in accordance with, and governed by, the
internal laws of the State of California, without giving effect to
principles of conflict of laws.

IN WITNESS WHEREOF, the Company has caused this Warrant
to be signed by its duly authorized officer and this Warrant to be
dated as of the date first above written.

SEEQ TECHNOLOGY INCORPORATED

By: _________________________
Name:
Title:

ACCEPTED AND AGREED:

_________________________________
Brian G. Swift

12.

<PAGE>

SUBSCRIPTION FORM

(To be Executed by the Registered Holder
if it Desires to Exercise or Convert the Warrant)

To SEEQ Technology Incorporated:

The undersigned hereby irrevocably elects to exercise the
right to purchase ___________ of the Shares covered by this Warrant
according to the conditions hereof and herewith makes payment of
the Purchase Price in full if the undersigned is exercising the
Warrant in accordance with Section 2(b)(i) of the Warrant.

The undersigned requests that certificates for such
Shares be issued in the name of:

PLEASE INSERT SOCIAL SECURITY
OR TAX IDENTIFICATION NUMBER:

_________________________________________________________________
(Please print name and address)

_________________________________________________________________

Dated: ________________ Signature: ___________________________

NOTICE: The above signature must correspond with the name as
written within the Warrant in every particular, without alteration
or enlargement or any change whatsoever, and if the certificate
representing the Shares is to be registered in a name other than
that in which the Warrant is registered, the signature of the
Holder hereof must be guaranteed.

Signature Guaranteed: __________________________________________

13.

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in
the Prospectus constituting part of this Registration Statement on
Form S-3 of our report dated October 21, 1994, except for Note 12,
which is as of November 23, 1994, appearing on page 22 of SEEQ
Technology Incorporated's Annual Report on Form 10-K for the fiscal
year ended September 30, 1994. We also consent to the reference to
us under the heading "Experts" in such Prospectus.

PRICE WATERHOUSE LLP

San Jose, California
June 28, 1995