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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. *)
Maxtor Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
577729205
(CUSIP Number)
June 15, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this
Schedule is filed:
/___/ Rule 13d-1(b)
/_X_/ Rule 13d-1(c)
/___/ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting
person's initial filing on this form with respect to the subject
class of
securities, and for any subsequent amendment containing
information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be
deemed to be "filed" for the purpose of Section 18 of the
Securities
Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of
that section of the Act but shall be subject to all other
provisions of the
Act (however, see the Notes).
Potential persons who are to respond to the collection of
information
contained in this form are not required to respond unless the form
displays
a currently valid OMB control number.
SEC 1745 (3-98) Page 1 of 7
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CUSIP No. 577729205 13G Page 2 of 7
Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brookhaven Capital Management
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) /X/
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 5,949,975
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
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8 SHARED DISPOSITIVE POWER
5,949,975
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,949,975
- ----------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See
Instructions)
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8
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12 TYPE OF REPORTING PERSON (See Instructions)
IA, OO
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CUSIP No. 577729205 13G Page 3 of 7
Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vincent A. Carrino
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a)/X/
(b)/ /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES 168,000
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 5,949,975
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 168,000
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8 SHARED DISPOSITIVE POWER
5,949,975
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,117,975
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See
Instructions)
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0
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12 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 577729205 13G Page 4 of 7
Pages
ITEM 1.
(a) The name of the issuer is Maxtor Corporation ("MXTR").
(b) The principal executive office of MXTR is located at 510
Cottonwood Drive, Milipitas, CA 95035.
ITEM 2.
(a) The names of the persons filing this statement are
Brookhaven
Capital Management, LLC a California limited liability company
("LLC"), and
Vincent A. Carrino ("Carrino")(collectively, the "Filers").
(b) The principal business office LLC and Carrino is located
at 3000
Sand Hill Road, Building 3, Suite 105, Menlo Park, CA 94025.
(c) Carrino is a United States citizen. See response to
Item 2(a).
(d) This statement relates to shares of Common Stock of
MXTR(the
"Stock").
(e) The CUSIP number of the Stock is 577729205.
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CUSIP No. 57729205 13G Page 5 of 7
Pages
ITEM 3. If this statement is filed pursuant to rule 240.13d-1(b)
or
240.13d-2(b) or (c), check whether the person filing is a:
(a) ___ Broker or dealer registered under section 15 of the
Act (15
U.S.C. 78o).
(b) ___ Bank as defined in section 3(a)(6) of the Act (15
U.S.C.
78c).
(c) ___ Insurance company as defined in section 3(a)(19) of
the Act
(15 U.S.C. 78c).
(d) ___ Investment company registered under section 8 of
the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) ___ An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).
(f) ___ An employee benefit plan or endowment fund in
accordance
with 240.13d-1(b)(1)(ii)(F).
(g) ___ A parent holding company or control person in
accordance
with 240.13d-1(b)(1)(ii)(G)
(h) ___ A savings association as defined in section 3(b) of
the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) ___ A church plan that is excluded from the definition
of an
investment company under section 3(c)(14) of the Investment
Company Act of
1940 (15 U.S.C. 80a-3).
(j) ___ Group, in accordance with section 240.13d-
1(b)(1)(ii)(J)
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CUSIP No. 57729205 13G Page 6 of 7
Pages
ITEM 4. OWNERSHIP
The beneficial ownership of Stock of the persons named in Item 2
of this
statement is as follows at the date hereof:
See Items 5-9 and 11 on the cover page for each Filer.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date
hereof the reporting person has ceased to be the beneficial owner
of more
than five percent of the class of securities, check the following
/___/.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
LLC, a registered investment advisor, is a general partner of
limited
partnerships pursuant to limited partnership agreements providing
to LLC
the authority, among other things, to invest the funds of the
partnerships
in Stock, to vote and dispose of Stock and to file this statement
on behalf
of the partnerships. Pursuant to such limited partnership
agreements, LLC
is entitled to allocations based on assets under management and
realized
and unrealized gains. Pursuant to investment management
agreements, LLC is
authorized, among other things, to invest funds of its various
investment
advisory clients, and to vote and dispose of those securities.
Such
investment agreement may be terminated by either party on notice
as
provided in such agreements and provide for fees payable to LLC
based on
assets under management and realized and unrealized gains.
No single client of LLC holds more than five percent of the
outstanding
Stock.
Carrino is authorized by various individuals and entities to
invest funds
of those individuals and entities and to vote and dispose of
securities
acquired with such funds, including the Stock. Carrino does not
receive any
fees for such activities. None of such individuals and entities
owns more
than five percent of the outstanding Stock.
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CUSIP No. 57729205 13G Page 7 of 7
Pages
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
See Exhibit A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief,
the securities referred to above were acquired and are held in the
ordinary
course of business and were not acquired and are not held for the
purpose
of or with the effect of changing or influencing the control of
the issuer
of the securities and were not acquired and are not held in
connection with
or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I
certify that the information set forth in this statement is true,
complete
and correct.
Dated: June 21, 1999
BROOKHAVEN CAPITAL MANAGEMENT, LLC
By: /s/ Vincent A. Carrino /s/ Vincent A. Carrino
Vincent A. Carrino Vincent A. Carrino
Manager
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SCHEDULE 13G
CUSIP No. 57729205
Exhibit A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and
Exchange
Commission (the "SEC") any and all statements on Schedule 13D or
Schedule
13G (and any amendments or supplements thereto) required under
section
13(d) of the Securities Exchange Act of 1934, as amended, in
connection
with purchases by the undersigned of securities of Maxtor
Corporation. For
that purpose, the undersigned hereby constitute and appoint
Brookhaven
Capital Management, LLC, a California limited liability company,
as their
true and lawful agent and attorney-in-fact, with full power and
authority
for and on behalf of the undersigned to prepare or cause to be
prepared,
sign, file with the SEC and furnish to any other person all
certificates,
instruments, agreements and documents necessary to comply with
section
13(d) and section 16(a) of the Securities Exchange Act of 1934, as
amended,
in connection with said purchases, and to do and perform every act
necessary and proper to be done incident to the exercise of the
foregoing
power, as fully as the undersigned might or could do if personally
present.
DATED: June 21, 1999
BROOKHAVEN CAPITAL MANAGEMENT, LLC
/s/ Vincent A. Carrino /s/ Vincent A. Carrino
By:
Vincent A. Carrino Vincent A. Carrino
Manager
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SCHEDULE 13G
CUSIP No. 57729205
Exhibit A AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities
and Exchange
Commission (the "SEC") any and all statements on Schedule
13D or Schedule
13G (and any amendments or supplements thereto) required
under section
13(d) of the Securities Exchange Act of 1934, as amended, in
connection
with purchases by the undersigned of securities of Maxtor
Corporation. For
that purpose, the undersigned hereby constitute and appoint
Brookhaven
Capital Management, LLC, a California limited liability
company, as their
true and lawful agent and attorney-in-fact, with full power
and authority
for and on behalf of the undersigned to prepare or cause to
be prepared,
sign, file with the SEC and furnish to any other person all
certificates,
instruments, agreements and documents necessary to comply
with section
13(d) and section 16(a) of the Securities Exchange Act of
1934, as amended,
in connection with said purchases, and to do and perform
every act necessary and proper to be done incident to the
exercise of the foregoing
power, as fully as the undersigned might or could do if
personally present.
DATED: June 21, 1999
BROOKHAVEN CAPITAL MANAGEMENT, LLC
/s/ Vincent A. Carrino /s/ Vincent A. Carrino
By:
Vincent A. Carrino Vincent A. Carrino
Manager
