SEEQ TECHNOLOGY INC, S-3/A, 1996-01-08

SEEQ TECHNOLOGY INC
S-3/A, 1996-01-08
SEMICONDUCTORS & RELATED DEVICES

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As filed with the Securities and Exchange
Commission on January 8, 1996
Registration No. 33-84018

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________

POST-EFFECTIVE AMENDMENT NO. 1
TO
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)

________________

ROBERT O. HERSH
Vice President, Finance and Administration
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 LLP
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. / /

THIS POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT
SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(C)
OF THE SECURITIES ACT OF 1933.

- ------------------------------------------------------------------
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<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.

<PAGE>

3,614,701 SHARES

SEEQ TECHNOLOGY INCORPORATED

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

This Prospectus relates to the public offering, which is
not being underwritten, of 3,614,701 shares (the "Shares") of
Common Stock of SEEQ Technology Incorporated ("SEEQ" or the
"Company"). The Shares are being offered hereby by Atmel
Corporation, a stockholder of the Company (the "Selling
Stockholder"), 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
Stockholder 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 Stockholder 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, the specific Shares to be sold, the name of the
Selling Stockholder, 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 Stockholder" and "Plan of Distribution."

None of the proceeds from the sale of the Shares by the
Selling Stockholder will be received by the Company. The Company
has agreed to bear certain expenses (other than underwriting
discounts and commissions and brokerage commissions and fees) in
connection with the registration and sale of the Shares being
offered by the Selling Stockholder.
_______________________________

THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 6.
_______________________________

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
January 4, 1996 was $4-3/16 per share.
_______________________________

The Selling Stockholder and any broker-dealers, agents or
underwriters that participate with the Selling Stockholder 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
(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 "Plan of Distribution" herein for a
description of 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 _______________, 1996

<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 on Form S-3 (herein, together with all amendments and
exhibits, referred to as the ``Registration Statement'') under
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/A for the fiscal year
ended September 30, 1995, filed pursuant to Section 13 of the
Exchange Act; (2) 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; (3) the description of the
Company's Common Stock contained in its Registration Statement
on Form 8-A filed on May 2, 1995; and (4) 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 statement. Any statement so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

<PAGE>

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. As an Ethernet silicon
pioneer, SEEQ introduced the industry's first Ethernet chip set in
1982. Ethernet is the dominant local area network (``LAN'')
technology today and was originally developed by Xerox and Digital
Equipment Corporation in the late 1970s. SEEQ combines its
strengths in digital circuit and analog design with its
communications systems expertise to produce mixed-signal data
communications solutions that provide increased functionality and
greater reliability that result in lower total system cost. In
1983, the Company successfully developed the industry's first
integrated Ethernet data communications controller. In 1994, the
Company introduced the industry's first Fast Ethernet (100 megabits
per second ("Mbps")) four-port controller.

SEEQ's product development and marketing strategy is to
sell its products to systems manufacturers who are performance and
volume leaders in the information networking, telecommunications,
personal computer, workstation and printer markets. The Company's
more than 150 customers worldwide include such industry leaders as
Apple Computer, Bay Networks, Cabletron, Cisco Systems, Compaq,
Hewlett-Packard, Intel, and 3COM. SEEQ's Ethernet data
communications products are sold in numerous market applications of
Ethernet adapter cards, workstations, media attachment units, print
servers, file servers, multiport repeaters, standard hubs,
switching hubs, bridges and routers.

SEEQ's complete product line includes Ethernet data
communications controllers, AutoDUPLEX (trademark) 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. In
order to meet customers' needs for higher-speed LAN solutions, the
Company has developed a new generation of products for Fast
Ethernet, a new high-speed LAN technology. Fast Ethernet is a
100Mbps version of traditional 10Base-T Ethernet (10Mbps). The
Company also sells medial signaling integrated circuits for another
emerging high-speed LAN market, Asynchronous Transfer Mode ("ATM").

The Company was founded in 1981 to develop, manufacture
and market products incorporated metal-oxide-silicon ("MOS")
reprogrammable, nonvolatile memory integrated circuit technology.
In February 1994, the Company sold its nonvolatile memory
technology and related assets to focus on the data communications
market.

<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''). A substantial
portion of the consideration received by the Company in connection
with the EEPROM Asset Sale was placed in escrow subject to certain
claims of indemnity by Atmel under the Asset Purchase Agreement.
As of September 30, 1995, $4,029,000 was on deposit in escrow
(excluding interest earned thereon to such date). Such amount 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
under the terms of the Asset Purchase Agreement. Atmel has
notified SEEQ that, based on certain claims asserted by Hualon
Microelectronics Corporation (``Hualon''), one of SEEQ's foundries
and joint development partners, that SEEQ previously granted Hualon
certain license rights to the EEPROM technology pursuant to an
alleged license agreement. 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 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 such date under such escrow, then
until such claim is resolved by a court. The Company will be
entitled to receive such funds in the following events: (i) if it
is determined that the alleged license agreement is invalid, (ii)
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, (iii) if Atmel fails to
make a claim to such funds by February 1999, or (iv) as otherwise
agreed by the Company and Atmel.

On March 30, 1994 the Company filed a lawsuit in the
United States District Court for the Northern District of
California against Hualon, which had previously been 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 previously sold by the Company to Atmel
Corporation, to which Hualon had 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 was valid and seeking specific performance of the alleged
license agreement and other agreements previously entered into by
the two parties. Hualon subsequently amended its counterclaims 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
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.

On August 16, 1995, the Company and Hualon entered into
a Settlement Agreement, Release and Tolling Agreement. The terms
of such Agreement provided, among other things, for the payment by
the Company to Hualon of $500,000 in cash and the issuance by the
Company to Hualon of 100,000 shares of the Company's Common Stock.
The 100,000 shares issued to Hualon in connection with the
settlement are the Shares being registered hereby by the Company on
behalf of the Selling Stockholder. See "Risk
FactorsLitigation." In addition, under the terms of such
Agreement, the Company agreed that the claims asserted against
Hualon in respect of the alleged license agreement would be tolled
for such time and on such terms as provided therein. As a result,
the Company is not currently pursuing such claims. The Company is
entitled to pursue such claims in the future, however, subject to
the terms of the Settlement Agreement, Release and Tolling
Agreement. In the event that the Company does not cause the
alleged license agreement to be invalidated, 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

<PAGE>

Company's cash flow, financial position or results of operations.
However, there can be no assurance as to such matters.

On November 28, 1995, Level One Communications
Incorporated (``Level One'') filed a complaint against the
Company, in the United States District Court of Northern
California, alleging patent infringement. In the complaint,
Level One claims that the Company has used and sold products in
violation of two of Level One's patents. Level One seeks
immediate and permanent injunctive relief preventing the Company
from making, using, or selling any devices that infringe such
patents and unspecified damages. The Company intends to
vigorously contest all of Level One's claims. Based on the
Company's limited review to date, management believes that the
claims asserted by Level One are without merit and that the
outcome of these legal proceedings will not have a material
adverse effect on the Company's financial position or results of
operations, although there can be no assurance as to such
matters. Patent litigation is often highly complex, can extend
for a protracted period of time, can involve substantial cost to
the Company and may divert the attention of the Company's
management and technical personnel, which can substantially
increase the cost of such litigation. There can be no assurance
that such costs and diversion of resources would not have a
material adverse effect on the Company's business, financial
condition and results of operations. See "Risk
FactorsLitigation."

<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 incurred substantial operating losses during
each of the five fiscal years ended September 30, 1994. The
Company achieved a profit of approximately $1.3 million, or $0.05
per share, for the fiscal year ended September 30, 1995. As of
September 30, 1995, the Company had an accumulated deficit of
approximately $112.4 million. There can be no assurance that the
Company will be able to maintain profitability or revenue growth in
the future. The Company's ability to maintain profitability in the
future 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 maintain revenue growth or profitability would impair
the Company's ability to sustain its operations.

LIQUIDITY; FUTURE CAPITAL REQUIREMENTS

At September 30, 1995, the Company's unused sources of
liquidity consisted of approximately $3.7 million 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. Approximately $4.3 million (including interest
earned thereon) of the proceeds on the sale of the shares of Atmel
Common Stock received by the Company in the EEPROM Asset Sale are
currently held in escrow pending any claims of indemnity by Atmel
with respect to the nonvolatile memory technology. This $4.3
million (including interest earned thereon) has been classified by
the Company as long-term assets on the Company's balance sheet as
of September 30, 1995. In November 1993, the Company entered into
a two-year line of credit agreement with the CIT Group Incorporated
(``CIT''). Effective November 22, 1995, the Company renewed the
credit agreement with CIT for a two-year term, subject to renewal
thereafter. The credit agreement 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% 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 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
7

<PAGE>

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 into the
marketplace 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.
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. The Company has recently experienced
certain delays in the development of certain of its new products,
which the Company believes may have a material adverse effect on
the Company's results of operations in future periods. Although
the Company has increased its development efforts over the past
year, there can be no assurance that such delays will not continue
to 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 Solectron (an agent for Apple
Computer, Cisco Systems and 3COM) and Serial Systems (an agent for
Hewlett-Packard and Compaq) accounted for approximately 19% and 15%
of the Company's revenues for the three months ended June 30, 1995.
Sales to Apple Computer and Serial Systems accounted for
approximately 17% and 16% of the Company's revenues in fiscal 1995,
respectively. Sales to Apple Computer and Hewlett-Packard
accounted for approximately 24% and 19% of the Company's revenues
for the three months ended September 30, 1994, respectively. Sales
to Apple Computer and Cisco Systems accounted for approximately 16%
and 11% of the Company's revenues in fiscal 1994, respectively.
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 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, in the second quarter of fiscal 1995, the Company
was notified by Apple Computer that the Company would receive no
additional orders for the media attachment unit (``MAU'') that the
Company had been manufacturing for Apple, which had a material
adverse effect on the Company's results of operations.

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, Taiwan
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.
There can be no assurance that 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.

<PAGE>

The Company generally 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. In this regard, in the fourth quarter of fiscal 1995,
the Company was notified by one of its foundry suppliers that it
would no longer supply wafers to the Company. Although the Company
recently added an additional independent wafer supplier, there can
be no assurance that such events will not have a material adverse
effect on the Company's results of operations and financial
condition. 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 can be given that the Company or its suppliers will not
experience yield problems in the future, which could have

<PAGE>

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 character-
ized 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.

LITIGATION

As described under ``Recent Developments,'' a substantial
portion of the consideration received by the Company in connection
with the EEPROM Asset Sale was placed in escrow subject to certain
claims of indemnity by Atmel under the Asset Purchase Agreement.
As of September 30, 1995, $4,029,000 was on deposit in escrow
(excluding interest earned thereon to such date). Such amount 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
under the terms of the Asset Purchase Agreement. Atmel has
notified SEEQ that, based on certain claims asserted by Hualon,
that SEEQ previously granted Hualon certain license rights to the
EEPROM technology pursuant to an alleged license agreement, 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 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 such date
under such escrow, then until such claim is resolved by a court.
The Company will be entitled to receive such funds in the following
events: (i) if it is determined that the alleged license agreement
is invalid, (ii) 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, (iii) if
Atmel fails to make a claim to such funds by February 1999, or (iv)
as otherwise agreed by the Company and Atmel.

On March 30, 1994 the Company filed a lawsuit in the
United States District Court for the

<PAGE>

Northern District of California against Hualon, which had
previously been 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 previously sold
by the Company to Atmel Corporation, to which Hualon had 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 was valid and seeking specific
performance of the alleged license agreement and other agreements
previously entered into by the two parties. Hualon subsequently
amended its counterclaims 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 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.

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.

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.
See "Risk FactorsLitigation."

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

<PAGE>

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.

TAX LOSS CARRYFORWARDS

At September 30, 1995, the Company had net operating loss
carryforwards of approximately $107.0 million for federal tax
purposes, which expire in 1998 through 2010. 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 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

<PAGE>

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>

SELLING STOCKHOLDER

The Selling Stockholder is offering for sale all of the
3,614,701 shares of Common Stock covered by this Prospectus. The
Selling Stockholder acquired such shares from the Company on
February 7, 1994 pursuant to the terms and conditions of a Stock
Purchase Agreement between the parties and in connection with the
purchase by the Selling Stockholder from the Company of assets
related to the Company's non-volatile memory products. In addition
to the Shares offered hereby (which represent approximately 14% of
the outstanding Common Stock of the Company), the Selling
Stockholder owns ten shares of the Company's Common Stock. Except
as otherwise indicated in this Prospectus, the Selling Stockholder
has not had a material relationship with the Company within the
past three years other than as a result of the ownership of the
Shares. The Selling Stockholder may from time to time offer all or
some of the Shares which it owns pursuant to the offering
contemplated by this Prospectus, and, therefore, because there are
currently no agreements, arrangements or understandings with
respect to the sale of any of the Shares, no estimate can be given
as to the amount of Shares that will be held by the Selling
Stockholder after completion of this offering.

<PAGE>

PLAN OF DISTRIBUTION

The Shares offered hereby are being offered directly by
the Selling Stockholder. The Company will receive no proceeds from
the sale of any of the Shares. The sale of the Shares may be
effected by the Selling Stockholder 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 Stockholder 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 Stockholder
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 supplemental Prospectus will be distributed
which will set forth the 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 Stockholder, any
discounts, commissions and other items constituting compensation
from the Selling Stockholder 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 Stockholder and any broker-dealers, agents or
underwriters that participate with the Selling Stockholder 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 Stockholder against certain
liabilities, including liabilities under the Securities Act, as
underwriters 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 Stockholder 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 Stockholder.

There can be no assurance that the Selling Stockholder
will sell all or any of the shares of common stock offered
hereunder.

<PAGE>

LEGAL MATTERS

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

EXPERTS

The financial statements incorporated in this Prospectus
by reference to the Annual Report on Form 10-K/A of SEEQ Technology
Incorporated for the fiscal year ended September 30, 1995 have been
so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as
experts in auditing and accounting.

<PAGE>

3,614,701 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.
0
SEC registration fee . . . . . . . . . . . . .$ 1,403
Legal fees and expenses . . . . . . . . . . . . 15,000
Accounting fees and expenses .. . . . . . . . . 1,000
Miscellaneous . . . . . . . . . . . . . . . . . . 3,597
------

Total. . . . . . . . . . . . . . . . . .$21,000
======
The Selling Stockholder will bear its own sales
commissions and related sales expenses in connection with this
offering. The Company will bear all other expenses of the
offering.

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 indemni-
fication 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>

5.1* Opinion of Brobeck, Phleger & Harrison LLP.
23.1* Consent of Price Waterhouse LLP, independent accountants.
23.2 Consent of Brobeck, Phleger & Harrison LLP
(included in the Opinion of Counsel filed as Exhibit 5.1
hereto).

- --------------
* Previously filed

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
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-2

<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 Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Fremont, California on
this 31st day of December, 1995.

SEEQ TECHNOLOGY INCORPORATED

By /s/ Phillip J. Salsbury
-----------------------
Phillip J. Salsbury
President and Chief Executive
Officer

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> <C> <C>
/s/ Phillip J. Salsbury President, Chief Executive December 31, 1995
--------------------------- Officer and Director
(Phillip J. Salsbury) (Principal Executive Officer)

/s/ Alan V. Gregory Chairman of the December 31, 1995
---------------------------- Board of Directors
(Alan V. Gregory)

/s/ Charles C. Harwood Director December 31, 1995
----------------------------
(Charles C. Harwood)

____________________________ Director
(Peter C. Chen)

/s/ Robert O. Hersh Vice President, Finance and December 31, 1995
---------------------------- Administration
(Robert O. Hersh) (Principal Financial and
Accounting Officer)

</TABLE>

II-3

<PAGE>
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 20, 1995, except for Note 12,
which is as of December 14, 1995, appearing on page 21 of SEEQ
Technology Incorporated's Annual Report on Form 10-K/A for the
year ended September 30, 1995. We also consent to the
reference to us under the heading ``Experts'' in such
Prospectus.

PRICE WATERHOUSE LLP

San Jose, California
January 4, 1996

<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).

5.1* Opinion of Brobeck, Phleger & Harrison LLP

23.1* Consent of Price Waterhouse LLP,
independent accountants.

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

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

- -------------------------------
* Previously filed