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                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM 8-K/A
                                Amendment No. 1
                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported):  January 21, 1997




                           HMT TECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)



                                                 
      Delaware                  0-27586                   94-3084354
(State of jurisdiction)    (Commission File No.)         (IRS Employer
                                                       Identification No.)





                                1055 Page Avenue
                               Fremont, CA 94538
             (Address of principal executive offices and zip code)



      Registrant's telephone number, including area code:  (510) 490-3100
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         This Current Report on Form 8-K, dated January 21, 1997, initially
filed with the Commission on February 6, 1997, is hereby amended to include
Item 9 in its entirety as follows:

Item 9.  Sales of Equity Securities Pursuant to Regulation S

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(a)      On January 21, 1997, HMT Technology Corporation (the "Company") sold
         by a private placement $200,000,000 aggregate principal amount of its
         5-3/4% Convertible Subordinated Notes due 2004 (the "Notes"), of which
         $8,900,000 aggregate principal amount of the Notes (the "Reg. S
         Notes") were sold in reliance upon Regulation S under the Securities
         Act of 1933, as amended (the "Act").  A Form of the Reg. S Note is
         included as Exhibit 4.6 to this Current Report on Form 8-K (the "Form
         8-K").  The Notes, including the Reg. S Notes, are governed by an
         Indenture which is included as Exhibit 4.8 to this Form 8-K.

(b)      Salomon Brothers Inc, Alex. Brown & Sons Incorporated, Hambrecht &
         Quist LLC and Robertson, Stephens & Company LLC were the initial
         purchasers of the Notes from the Company, and entered into a Purchase
         Agreement with the Company (included as Exhibit 4.10 to this Form
         8-K), pursuant to which the Notes, including the Reg. S Notes, were
         sold to investors.

(c)      The total offering price of the Reg. S Notes was $8,900,000.  Net
         proceeds to the Company resulting from the sale of the Reg. S Notes
         after a 3% discount for placement fees of $267,000, but before legal
         and other expenses, were $8,633,000.

(d)      The offering of the Reg. S Notes was made in reliance on Regulation S
         promulgated under the Act, based on the fact that the Company is a
         reporting issuer pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934, as amended, the offer and sale of the Reg. S
         Notes was made in offshore transactions to non-U.S. persons (as
         defined in Regulation S), and no direct selling efforts with respect
         to the Reg. S Notes were made in the United States by the Company, a
         distributor, any of their respective affiliates, or any person acting
         on behalf of the foregoing.

(e)      The Notes are convertible into shares of common stock of the Company
         (the "Common Stock") at a conversion price of $23.75 per share,
         subject to adjustment in certain events as described below, and have a
         seven-year term.

         The conversion price is subject to adjustment upon the occurrence of
         certain events, including:  (i) the issuance of shares of Common Stock
         as a dividend or distribution on the Common Stock; (ii) the
         subdivision or combination of the outstanding Common Stock (iii) the
         issuance to substantially all holders of Common Stock of rights or
         warrants to subscribe for or purchase Common Stock (or securities
         convertible into Common Stock) at a price per share less than the then
         current market price per share, as defined; (iv) the distribution of
         shares of capital stock of the Company (other than Common Stock),




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         evidences of indebtedness or other assets (excluding dividends in
         cash, except as described in clause (v) below) to all holders of
         Common Stock; (v) the distribution, by dividend or otherwise, of cash
         to all holders of Common Stock in an aggregate amount that, together
         with the aggregate of any other distributions of cash that did not
         trigger a conversion price adjustment to all holders of its Common
         Stock within the 12 months preceding the date fixed for determining
         the stockholders entitled to such distribution and all Excess Payments
         (as defined below) in respect of each tender offer or other negotiated
         transaction by the Company or any of its subsidiaries for Common
         Stock, concluded within the preceding 12 months not triggering a
         conversion price adjustment, exceeds 15% of the product of the current
         market price per share (determined as set forth below) on the date
         fixed for the determination of stockholders entitled to receive such
         distribution times the number of shares of Common Stock outstanding on
         such date; (vi) payment of an Excess Payment in respect of a tender
         offer or other negotiated transaction by the Company or any of its
         subsidiaries for Common Stock, if the aggregate amount of such Excess
         Payment, together with the aggregate amount of cash distributions made
         within the preceding 12 months not triggering a conversion price
         adjustment and all Excess Payments in respect of each tender offer or
         other negotiated transaction by the Company or any of its subsidiaries
         for Common Stock concluded within the preceding 12 months not
         triggering a conversion price adjustment, exceeds 15% of the product
         of the current market price per share (determined as set forth below)
         on the expiration of such tender offer times the number of shares of
         Common Stock outstanding on such date; and (vii) the distribution to
         substantially all holders of Common Stock of rights or warrants to
         subscribe for securities (other than those securities referred to in
         clause (iii) above).  In the event of a distribution to substantially
         all holders of Common Stock of rights to subscribe for additional
         shares of the Company's capital stock (other than those securities
         referred to in clause (iii) above), the Company may, instead of making
         any adjustment in the conversion price, make proper provision so that
         each holder of a Note who converts such Note after the record date for
         such distribution and prior to the expiration or redemption of such
         rights shall be entitled to receive upon such conversion in addition
         to shares of Common Stock, an appropriate number of such rights.  No
         adjustment of the conversion price will be made until cumulative
         adjustments amount to one percent or more of the conversion price as
         last adjusted.

         The Indenture provides that, if the Company implements a stockholder
         rights plan, such rights plan must provide that upon conversion of the
         Notes the holders will receive, in addition to the Common Stock
         issuable upon such conversion, such rights (whether or not such rights
         have separated from the Common Stock at the time of such conversion).

         If the Company reclassifies or changes its outstanding Common Stock,
         or consolidates with or merges into any person or transfers or leases
         all or substantially all its assets, or is a party to a merger that
         reclassifies or changes its outstanding Common Stock, the Notes will
         become convertible into the kind and amount of securities, cash or
         other assets which the holders of the Notes would have owned
         immediately after the transaction if the holders had converted the
         Notes immediately before the effective date of the transaction.





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         The Indenture also provides that if rights, warrants or options expire
         unexercised the conversion price shall be readjusted to take into
         account the actual number of such warrants, rights or options which
         were exercised.

         In the Indenture, the "current market price" per share of Common Stock
         on any date is deemed to be the average of the daily market prices for
         the shorter of (i) 30 consecutive business days ending on the last
         full trading day on the exchange or market referred to in determining
         such daily market prices prior to the time of determination or (ii)
         the period commencing on the date next succeeding the first public
         announcement of the issuance of such rights or warrants or such
         distribution through such last full trading day prior to the time of
         determination.

         "Excess Payment" means the excess of (A) the aggregate of the cash and
         fair market value of other consideration paid by the Company or any of
         its subsidiaries with respect to the shares acquired in the tender
         offer or other negotiated transaction over (B) the market value of
         such acquired shares after giving effect to the completion of the
         tender offer or other negotiated transaction.

         The Company from time to time may to the extent permitted by law
         reduce the conversion price by any amount for any period of at least
         20 days, in which case the Company will give at least 15 days' notice
         of such reduction, if the board of directors has made a determination
         that such reduction would be in the best interests of the Company
         which determination shall be conclusive.  The Company may, at its
         option, make such reductions in the conversion price, in addition to
         those set forth above, as the board of directors deems advisable to
         avoid or diminish any income tax to holders of Common Stock resulting
         from any dividend or distribution of stock (or rights to acquire
         stock) or from any event treated as such for income tax purposes.

         The preceding is qualified in its entirety by reference to the
         Indenture, which is incorporated herein by reference and a copy of
         which is included as Exhibit 4.8 to this Report on Form 8-K.





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                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                       HMT Technology Corporation



Dated:  March 11, 1997                 By:   /s/ Peter S. Norris
                                          ----------------------------
                                          Peter S. Norris
                                          Chief Financial Officer





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