EXHIBIT 4.2


                                AMENDMENT NO.1 TO
                              THE RIGHTS AGREEMENT


            Amendment No.1, dated as of January 12, 1999 (the "Amendment"),
between Imation Corp., a Delaware corporation (the "Company") and Norwest Bank
Minnesota, N.A., a national banking association (the "Rights Agent").

            WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement, dated as of June 18, 1996 (the "Rights Agreement"); and

            WHEREAS, in accordance with Section 26 of the Rights Agreement, the
Company desires to amend the Rights Agreement and to set forth the terms of the
amendment in this Amendment;

            NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth in the Rights Agreement and this Amendment, the parties
hereby agree as follows:

            Section 1. Amendment of Definition of "Acquiring Person". Paragraph
(a) of Section 1 of the Rights Agreement is amended by deleting the paragraph in
its entirety and replacing it with the following:

            (a) "Acquiring Person" shall mean any Person who or which, together
            with all Affiliates and Associates of such Person, shall be the
            Beneficial Owner of fifteen percent (15%) or more of the shares of
            Common Stock then outstanding, but shall not include (i) the
            Company, (ii) any Subsidiary of the Company, (iii) any employee
            benefit plan of the Company, or of any Subsidiary of the Company or
            any Person or entity organized, appointed or established by the
            Company for or pursuant to the terms of any such plan, or (iv) any
            Person who becomes the Beneficial Owner of fifteen percent (15%) or
            more of the shares of Common Stock then outstanding as a result of a
            reduction in the number of shares of Common Stock outstanding due to
            the repurchase of shares of Common Stock by the Company unless and
            until such Person, after becoming aware that such Person has become
            the Beneficial Owner of fifteen percent (15%) or more of the then
            outstanding shares of Common Stock, acquires beneficial Ownership of
            any additional shares of Common Stock.

            Section 2. Rights Agreement as Amended. The term "Agreement" as used
in the Rights Agreement shall be deemed to refer to the Rights Agreement as
amended hereby. The foregoing amendments shall be effective as of the date
hereof and, except as set forth herein, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.

            Section 3. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.





            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed, all as of the day and the year first written above.

Attest:                                       IMATION CORP.


By: /s/ Galen K. Johnson                      By: /s/ John L. Sullivan
   -------------------------------               -------------------------------
    Name: Galen K. Johnson                        Name: John L. Sullivan
    Title: V.P. Treasurer                         Title: Vice President, General
                                                         Counsel and Secretary



Attest:                                       NORWEST BANK MINNESOTA, N.A.


By: /s/ Suzanne Swits                         By: /s/ Barbara M. Novak
   -------------------------------               -------------------------------
    Name: Suzanne Swits                          Name: Barbara M. Novak
    Title: Vice President                        Title: Vice President