<PAGE>   1
 
   
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 1, 1994
    
 
                                                       REGISTRATION NO. 33-51695
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
   
                                AMENDMENT NO. 2
    
                                       TO
 
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                          WESTERN DIGITAL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 

<TABLE>
<S>                                     <C>                                     <C>
                DELAWARE                        8105 IRVINE CENTER DRIVE                     95-2647125
      (STATE OR OTHER JURISDICTION              IRVINE, CALIFORNIA 92718                  (I.R.S. EMPLOYER
   OF INCORPORATION OR ORGANIZATION)                 (714) 932-5000                      IDENTIFICATION NO.)
</TABLE>

 
              (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
       INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                            ------------------------
 
                      ROBERT L. ERICKSON, VICE PRESIDENT,
                               LAW AND SECRETARY
                          WESTERN DIGITAL CORPORATION
                            8105 IRVINE CENTER DRIVE
                            IRVINE, CALIFORNIA 92718
                                 (714) 932-5000
 
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
 
                            ------------------------
 
                                   COPIES TO:
 

<TABLE>
<S>                          <C>
   E. MICHAEL GREANEY                 PATRICK T. SEAVER
 GIBSON, DUNN & CRUTCHER              LATHAM & WATKINS
      4 PARK PLAZA            650 TOWN CENTER DRIVE, 20TH FLOOR
IRVINE, CALIFORNIA 92714        COSTA MESA, CALIFORNIA 92626
     (714) 451-3800                    (714) 540-1235
</TABLE>

 
                            ------------------------
 
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
    AS SOON AS PRACTICABLE FOLLOWING 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.  / /
 
   
                        CALCULATION OF REGISTRATION FEE
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
   

<TABLE>
<CAPTION>
                                                    PROPOSED         PROPOSED
                                                    MAXIMUM          MAXIMUM         AMOUNT OF
                                                 OFFERING PRICE     AGGREGATE        ADDITIONAL
    TITLE OF EACH CLASS OF       AMOUNT TO BE         PER            OFFERING       REGISTRATION
 SECURITIES TO BE REGISTERED   REGISTERED(1)(2)(3)   SHARE(3)        PRICE(3)          FEE(3)
- --------------------------------------------------------------------------------------------------
<S>                            <C>                   <C>           <C>               <C>
Common Stock, $.10 par
  value....................... 7,618,711 shares      $11.75        $89,519,854       $2,329.75
</TABLE>

    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
   
(1) Includes 993,745 shares that the Underwriters have the option to purchase to
    cover over-allotments, if any.
    
 
   
(2) Each share of Common Stock includes a Right to purchase one one-hundredth of
    a share of Series A Junior Participating Preferred Stock pursuant to the
    Rights Agreement between Western Digital Corporation and First Interstate
    Bank, as Rights Agent.
    
 
   
(3) Pursuant to the original filing of this Registration Statement on December
    23, 1993, 7,043,711 shares were included at a proposed maximum offering
    price per share of $9.8125, and a registration fee of $23,845.16 was paid.
    Accordingly, 575,000 additional shares are registered hereby; at the
    proposed maximum offering price per share of $11.75, the proposed maximum
    aggregate offering price for such additional shares is $6,756,250 and the
    amount of the additional registration fee is $2,329.75.
    
 
                            ----------------------------
 
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>   2
 
   
                                6,624,966 SHARES
    
 
                                     [LOGO]
 
                                  COMMON STOCK
 
                            ------------------------
 
   
     Of the 6,624,966 shares of Common Stock being offered, 5,500,000 shares are
being sold by Western Digital Corporation (the "Company") and 1,124,966 shares
are being sold for the account of certain holders (the "Selling
Securityholders") of warrants to purchase Common Stock (the "Warrants"). The
Company will not receive any of the proceeds from the sale of the shares being
sold for the account of the Selling Securityholders other than exercise price
payments aggregating approximately $1.2 million. See "Selling Securityholders."
The Common Stock is traded on the New York Stock Exchange under the symbol
"WDC." On January 31, 1994, the reported last sale price of the Common Stock on
the New York Stock Exchange was $12 per share.
    
 
     SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
 
                           ------------------------
   THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
      AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
        THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
              THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
            REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
   

<TABLE>
<CAPTION>
                                                                                 PROCEEDS TO
                             PRICE TO        UNDERWRITING      PROCEEDS TO         SELLING
                              PUBLIC         DISCOUNT(1)        COMPANY(2)    SECURITYHOLDERS(2)
- ------------------------------------------------------------------------------------------------
<S>                        <C>                <C>              <C>               <C>
Per share                     $11.75            $0.55             $11.20            $11.20
- ------------------------------------------------------------------------------------------------
Total(3)                   $77,843,350        $3,643,731       $61,600,000       $12,599,619
</TABLE>

    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
(1) The Company has agreed to indemnify the Underwriters against certain
    liabilities, including liabilities under the Securities Act of 1933, as
    amended. See "Underwriting."
 
   
(2) Before deduction of expenses payable by the Company estimated at $650,000
    and not including the payment to the Company of the aggregate Warrant
    exercise price of approximately $1.2 million.
    
 
   
(3) The Company has granted the Underwriters a 30-day option to purchase up to
    993,745 additional shares of Common Stock solely to cover over-allotments,
    if any. If such option is exercised in full, the total price to the public
    will be $89,519,854, the total underwriting discount will be $4,190,291, and
    the total proceeds to the Company will be $72,729,944. See "Underwriting."
    
 
                            -----------------------------
 
   
     The shares of Common Stock are being offered by the several Underwriters
named herein, subject to receipt and acceptance by them and to their right to
reject any order in whole or in part. It is expected that delivery of the shares
will be made on or about February 8, 1994.
    
 
KIDDER, PEABODY & CO.                                       SALOMON BROTHERS INC
            INCORPORATED
 
   
                The date of this Prospectus is February 1, 1994.
    

<PAGE>   3
 
     IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
 
                             AVAILABLE INFORMATION
 
     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 statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at the Commission's regional offices at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7
World Trade Center, New York, New York 10048. Copies of such material can be
obtained at prescribed rates upon request from the Public Reference Room of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such
reports, proxy statements and other information concerning the Company can also
be inspected at the offices of the New York Stock Exchange at 20 Broad Street,
New York, New York 10005.
 
     The Company has filed with the Commission a Registration Statement on Form
S-3 (including all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the securities offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement and the exhibits
and schedules thereto, certain portions of which are omitted as permitted by the
rules and regulations of the Commission. Such additional information may be
obtained from the Commission's principal office in Washington, D.C. Statements
contained in this Prospectus as to the contents of any contract or other
document referred to herein or therein are not necessarily complete, and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement or such other document. A copy of
the Registration Statement and the exhibits and schedules thereto may be
examined without charge at the Commission's principal offices at 450 Fifth
Street N.W., Room 1024, Washington, D.C. 20549, and copies of such materials can
be obtained from the Public Reference Room of the Commission at prescribed
rates.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
   
     The following documents heretofore filed by the Company under the Exchange
Act with the Commission are hereby incorporated herein by reference: (i) Annual
Report on Form 10-K for the fiscal year ended June 30, 1993; (ii) Quarterly
Report on Form 10-Q for the fiscal quarter ended September 25, 1993; (iii)
Current Report on Form 8-K filed on January 5, 1994; (iv) Quarterly Report on
Form 10-Q for the fiscal quarter ended December 25, 1993; and (v) the
description of the Company's Common Stock contained in its Registration
Statement on Form 8-A under the Exchange Act filed on January 15, 1991.
    
 
     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering shall be deemed to be incorporated in this
Prospectus by reference and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated 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 other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
 
     The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated in this Prospectus by reference other than exhibits to
such documents, unless such exhibits are also specifically incorporated by
reference herein. Requests for such copies should be directed to Western Digital
Corporation, 8105 Irvine Center Drive, Irvine, California 92718. Attention:
Corporate Secretary, telephone number (714) 932-5000.
 
                                        2

<PAGE>   4
 
                               PROSPECTUS SUMMARY
 
     The following is a summary of certain information contained elsewhere in
this Prospectus. Reference is made to, and this summary is qualified in its
entirety by, the more detailed information and financial statements appearing
elsewhere herein and incorporated by reference herein. Except where otherwise
indicated, all share and per share amounts included in this Prospectus assume no
exercise of the Underwriters' over-allotment option. Unless otherwise indicated,
references herein to specific years and quarters are to the Company's fiscal
years ending June 30 and fiscal quarters.
 
                                  THE COMPANY
 
   
     Western Digital Corporation, a Delaware corporation (the "Company" or
"Western Digital"), designs, manufactures and sells small form factor Winchester
disk drives for the mid-to high-end personal computer ("PC") market. The Company
is one of the five largest independent manufacturers of these disk drives. Sales
of the Company's Caviar(TM) family of disk drives represented approximately 85%
of revenues for the fiscal year ended June 30, 1993 and approximately 88% of
revenues for the six months ended December 25, 1993. The Company's principal
disk drive products are 3.5-inch form factor disk drives with storage capacities
from 170 megabytes to 540 megabytes, including the Caviar AC2540, a 540 megabyte
drive, introduced in October 1993. The Company believes that since the
introduction in September 1992 of its Caviar AC2340, a two-platter, 340 megabyte
drive, it has increased its market share of the 3.5-inch form factor disk drive
market. In addition, the Company offers 2.5-inch form factor disk drive
products.
    
 
     The disk drive market is highly cyclical and is characterized by
significant price erosion over the life of a product, periodic rapid price
declines due to industry over-capacity or other competitive factors,
technological changes, changing market requirements, and requirements for
significant expenditures for product development. The Company's disk drive
strategy in response to these conditions is to achieve time to market leadership
with new product introductions while minimizing its fixed cost structure and
maximizing the utilization of its assets. The Company implements this strategy,
in part, by capitalizing on its expertise in control and communication
electronics to deliver greater storage capacity per disk from components widely
available in the commercial market, such as disks and heads, and to provide a
high degree of commonality of component parts among its disk drive products.
 
     The Company also designs, manufactures and sells an array of microcomputer
products ("MCP") consisting of integrated circuits ("ICs") and board products
which perform or enhance graphics, storage and logic functions in PCs and other
computer systems. The Company's MCP strategy is to bring to market superior
graphical user interface and storage control products through its applications
knowledge and integrated circuit design capability.
 
     The Company sells its products through its worldwide direct sales force
primarily to PC manufacturers, and, to a lesser extent, resellers. The Company's
direct sales organization is structured so that each customer is served by a
single sales team which markets the Company's entire product line. The Company's
OEM (original equipment manufacturer) customers include AST Research, Dell
Computer, Gateway 2000, IBM, NCR, NEC, Siemens-Nixdorf, Toshiba and Zenith Data
Systems.
 
     The Company's principal executive offices are located at 8105 Irvine Center
Drive, Irvine, California 92718, and its telephone number is (714) 932-5000. As
used herein, the terms "Company" and "Western Digital" refer to Western Digital
Corporation and its wholly-owned subsidiaries unless the context otherwise
requires.
 
                                  THE OFFERING
 
   

<TABLE>
<S>                                    <C>
Common Stock offered by:
  The Company........................  5,500,000 shares
  The Selling Securityholders........  1,124,966 shares
Common Stock to be outstanding after
  this offering......................  42,472,466 shares
Use of proceeds......................  Working capital and other general corporate purposes
New York Stock Exchange symbol.......  WDC
</TABLE>

    
 
                                        3

<PAGE>   5
 
                         SUMMARY FINANCIAL INFORMATION
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 

<TABLE>
<CAPTION>
                                                                                                             SIX MONTHS ENDED
                                                                YEAR ENDED JUNE 30,                        ---------------------
                                            ------------------------------------------------------------   DEC. 26,    DEC. 25,
                                              1989        1990         1991         1992         1993        1992        1993
                                            --------   ----------   ----------   ----------   ----------   ---------   ---------
<S>                                         <C>        <C>          <C>          <C>          <C>          <C>         <C>
STATEMENT OF OPERATIONS DATA:
Revenues, net.............................  $993,845   $1,073,907   $  986,201   $  938,332   $1,225,231   $614,616    $656,570
Costs and expenses:
  Cost of revenues........................   713,507      811,747      812,967      827,707    1,043,184    505,656     537,330
  Research and development................    86,371       82,111       93,107       89,566      101,593     46,870      56,425
  Selling, general and administrative.....   135,273      140,058      116,361       88,012       90,470     41,762      48,518
  Restructuring charges...................        --           --       81,540           --           --         --          --
                                            --------   ----------   ----------   ----------   ----------   ---------   ---------
    Total costs and expenses..............   935,151    1,033,916    1,103,975    1,005,285    1,235,247    594,288     642,273
                                            --------   ----------   ----------   ----------   ----------   ---------   ---------
Operating income (loss)...................    58,694       39,991     (117,774)     (66,953)     (10,016)    20,328      14,297
Net interest expense......................    13,243        9,067       14,737       20,203       15,092      8,017       5,604
Gain on sale of LAN business..............        --           --           --       15,784           --         --          --
Net gain from retirement of debt..........        --        1,273           --           --           --         --          --
                                            --------   ----------   ----------   ----------   ----------   ---------   ---------
Income (loss) before income taxes.........    45,451       32,197     (132,511)     (71,372)     (25,108)    12,311       8,693
Provision for income taxes................    11,127        8,032        1,660        1,488           --      1,231       1,304
                                            --------   ----------   ----------   ----------   ----------   ---------   ---------
Net income (loss).........................  $ 34,324   $   24,165   $ (134,171)  $  (72,860)  $  (25,108)  $ 11,080    $  7,389
                                            --------   ----------   ----------   ----------   ----------   ---------   ---------
                                            --------   ----------   ----------   ----------   ----------   ---------   ---------
Earnings (loss) per common and common
  equivalent share(1).....................  $   1.18   $      .82   $    (4.59)  $    (2.49)  $     (.79)  $    .36    $    .20
                                            --------   ----------   ----------   ----------   ----------   ---------   ---------
                                            --------   ----------   ----------   ----------   ----------   ---------   ---------
Common and common equivalent shares used
  in computing per share amounts..........    29,035       29,297       29,208       29,209       31,813     31,211      37,020
                                            --------   ----------   ----------   ----------   ----------   ---------   ---------
                                            --------   ----------   ----------   ----------   ----------   ---------   ---------
</TABLE>

 

<TABLE>
<CAPTION>
                                                                                   THREE MONTHS ENDED
                                                        ------------------------------------------------------------------------
                                                        SEPT. 26,    DEC. 26,    MARCH 27,    JUNE 30,    SEPT. 25,    DEC. 25,
                                                           1992        1992         1993        1993         1993        1993
                                                        ----------   ---------   ----------   ---------   ----------   ---------
<S>                                                      <C>         <C>          <C>         <C>          <C>         <C>
QUARTERLY OPERATING DATA:
Revenues, net.........................................   $271,141    $343,475     $325,407    $285,208     $285,498    $371,072
Gross profit..........................................     50,374      58,586       52,300      20,787       46,419      72,821
Operating income (loss)...............................      8,539      11,789        5,262     (35,606)      (2,045)     16,342
Net income (loss).....................................      4,168       6,912        1,633     (37,821)      (5,098)     12,487
Earnings (loss) per share(1)..........................   $    .14    $    .22     $    .05    $  (1.07)    $   (.14)   $    .32
                                                        ----------   ---------   ----------   ---------   ----------   ---------
                                                        ----------   ---------   ----------   ---------   ----------   ---------
</TABLE>

 
- ---------------
 
(1) For the six months ended December 26, 1992 and December 25, 1993, fully
    diluted earnings per share were $.34 and $.19, respectively. For the three
    months ended December 26, 1992, fully diluted earnings per share were $.21.
    For all other periods presented, fully diluted earnings per share
    approximated primary earnings per share.
 
   

<TABLE>
<CAPTION>
                                                                                                      DECEMBER 25, 1993
                                                                                                 ---------------------------
                                                                              SEPT. 25, 1993      ACTUAL      AS ADJUSTED(1)
                                                                              --------------     --------     --------------
<S>                                                                           <C>                <C>          <C>
BALANCE SHEET DATA:
Cash and cash equivalents...................................................     $ 35,471        $ 84,846        $108,699
Working capital.............................................................      108,532         113,863         149,716
Total assets................................................................      508,950         483,124         506,977
Short-term debt:
  Current portion of long-term debt.........................................       22,397          12,707(2)          707
Long-term debt:
  Long-term debt, less current portion......................................      118,392          26,332(2)           22
  Convertible subordinated debentures.......................................       59,000          59,000          59,000
                                                                              --------------     --------     --------------
    Total long-term debt, less current portion..............................      177,392          85,332          59,022
Shareholders' equity........................................................      126,082         140,432         202,595
</TABLE>

    
 
- ---------------
 
   
(1) Adjusted to give effect to the sale by the Company of 5,500,000 shares of
    Common Stock offered hereby, the application of the estimated net proceeds
    therefrom, the exercise of the Warrants and the repayment of $38.3 million
    of bank debt on December 31, 1993.
    
 
(2) The decreases in short-term and long-term debt during the quarter ended
    December 25, 1993 are attributable primarily to the application of $95.0
    million of the proceeds of the sale of the Company's Irvine, California
    silicon wafer fabrication facility. See "Recent Developments -- Sale of
    Wafer Fabrication Facility."
 
                                        4

<PAGE>   6
 
                              RECENT DEVELOPMENTS
 
SALE OF WAFER FABRICATION FACILITY
 
     On December 23, 1993, the Company sold its Irvine, California silicon wafer
fabrication facility to the Semiconductor Products Sector of Motorola, Inc.
("Motorola") for approximately $110.6 million ($103.9 million in cash and a $6.7
million note payable over the 60-day period after closing) plus certain other
considerations, including the assumption by Motorola of equipment leases
associated with the facility. The gain on the sale of the facility is not
material to the financial position of the Company. Approximately $95.0 million
of the proceeds of this sale were used to reduce bank indebtedness. Concurrent
with the sale, the Company entered into a supply contract with Motorola under
which Motorola will supply silicon wafers to Western Digital for at least two
years. The Company also anticipates that it will enter into silicon wafer supply
arrangements with other companies in the future. The sale of the wafer
fabrication facility represents a reduction of the Company's fixed manufacturing
cost structure and allows the Company to focus its MCP engineering resources on
product design rather than manufacturing process development.
 
SECOND QUARTER FISCAL 1994 OPERATING RESULTS
 
     For the fiscal quarter ended December 25, 1993, net income was $12.5
million on revenues of $371.1 million, compared with net income of $6.9 million
on revenues of $343.5 million in the corresponding quarter in the prior fiscal
year and a net loss of $5.1 million on revenues of $285.5 million in the fiscal
quarter ended September 25, 1993. The improved performance in the second quarter
of the current fiscal year is attributable primarily to higher revenues and
favorable product mix in the Company's disk drive business.
 
NEW ACCOUNTS RECEIVABLE FACILITY
 
     In January 1994, the Company entered into a $75.0 million accounts
receivable facility with certain financial institutions. The facility consists
of a $50.0 million three-year arrangement at Eurodollar or reference rates of
the participating banks and a $25.0 million one-year committed arrangement at a
rate approximating commercial paper rates. This new facility is intended to
serve as a source of working capital as may be needed from time to time and
replaces a credit facility secured by substantially all of the Company's assets,
the remaining borrowings under which were repaid on December 31, 1993.
 
EUROPEAN MANUFACTURING AGREEMENT
 
     In August 1993, the Company entered into an agreement with IBM Corporation
("IBM") pursuant to which IBM will assemble, test and package Western Digital
Caviar disk drives at IBM's Havant, England facility. The Caviar drives made at
Havant will be supplied to Western Digital customers throughout Europe. The
Company believes this relationship with IBM increases its disk drive assembly
capacity without a significant investment in fixed assets and enhances its
ability to sell disk drives to customers in Europe.
 
                                        5

<PAGE>   7
 
                                  RISK FACTORS
 
     In addition to the other information included or incorporated by reference
in this Prospectus, the following factors should be considered carefully before
purchasing the Common Stock offered hereby.
 
OPERATING LOSSES
 
     For the years ended June 30, 1991, 1992 and 1993, the Company experienced
losses from operations of approximately $117.8 million, $67.0 million and $10.0
million, respectively. The loss for fiscal 1991 included an $81.5 million
restructuring charge. After six consecutive quarterly losses, the Company's net
income was $4.1 million in the fourth quarter of fiscal 1992 and $12.7 million
in the first three quarters of fiscal 1993. Due to renewed pricing and
competitive pressures, the Company experienced losses in the fourth quarter of
fiscal 1993 and the first quarter of fiscal 1994. The Company reported net
income of $12.5 million for the second quarter of fiscal 1994. No assurance can
be given that the Company will not continue to experience wide fluctuations in
operating results in the future.
 
FLUCTUATIONS IN CUSTOMER DEMAND
 
     The demand for the Company's disk drive and MCP products depends
principally upon the demand for PCs. A slowdown in the demand for such
computers, which is affected by computer system product cycles and by prevailing
economic conditions, would have an adverse effect on the Company's results of
operations. There can be no assurance that current demand levels will continue
or that prices will not decline precipitously as disk drive manufacturers
increase production in response to current demand. Further, the Company's
customers typically have the right to cancel or reschedule orders, which could
adversely affect the Company's production schedules, inventory management and
results of operations.
 
     The Company's shipments tend to be disproportionately higher in the last
month of each quarter. The Company's failure to complete shipments in the latter
part of a quarter would have a material adverse effect on the Company's
operating results for that quarter. In addition, the disk drive industry has
been subject to seasonal fluctuations in demand. There can be no assurance that
such fluctuations will not affect the Company in the future.
 
COMPETITION
 
     The PC industry is intensely competitive and is characterized by
significant price erosion over the life of a product, periodic rapid price
declines due to industry over-capacity or other competitive factors,
technological changes, changing market requirements, occasional shortages of
materials, dependence upon a limited number of vendors for certain components,
dependence upon highly skilled engineering and other personnel, and significant
expenditures for product development. The disk drive market in particular has
been subject to recurring periods of severe price competition. Many of the
Company's competitors have greater financial and other resources and broader
product lines than the Company with which to compete in this environment.
 
     The Company also competes with companies offering products based on
alternative data storage and retrieval technologies. Technological advances in
magnetic, optical, flash or other storage technologies could result in the
introduction of competitive products with performance superior to and prices
lower than the Company's products, which could adversely affect the Company's
results of operations.
 
NEW PRODUCT INTRODUCTIONS
 
     The market for the Company's products is subject to rapid technological
change and short product life cycles. To remain competitive, the Company must
anticipate the needs of the market and successfully develop and introduce new
products in a timely fashion. Before volume shipments of the Caviar AC2200 in
March 1992, the Company was less successful than its competitors in developing
new products and bringing them to market in a timely manner. If not carefully
planned and executed, the introduction of new products may adversely affect
sales of existing products and increase risk of inventory obsolescence. In
addition, new products typically have lower initial manufacturing yields and
higher initial component costs than more
 
                                        6

<PAGE>   8
 
mature products. No assurance can be given that the Company will be able to
successfully complete the design and introduction of new products, manufacture
the products at acceptable manufacturing yields and costs, effectively manage
product transitions or obtain significant orders for these products.
 
MANUFACTURING
 
     The Company experiences fluctuations in manufacturing yields which can
materially affect the Company's operations, particularly in the start-up phase
of new products or new manufacturing processes. With the continued pressures to
shorten the time required to introduce new products, the Company must accelerate
production learning curves to shorten the time to achieve acceptable
manufacturing yields and costs. No assurance can be given that the Company's
operations will not be adversely affected by these fluctuations or that it can
shorten its new product development cycles or manufacturing learning curves
sufficiently to achieve these objectives in the future.
 
     The Company's disk drives are assembled at the Company's manufacturing
facility in Singapore and at IBM's Havant, England facility. Other manufacturing
is performed at the Company's facilities in Malaysia and Korea. As a result, the
Company is subject to certain foreign manufacturing risks such as changes in
government policies, high employee turnover, political risk, transportation
delays, tariffs, fluctuations in foreign exchange rates and import, export,
exchange and tax controls.
 
DEPENDENCE ON COMPONENT SUPPLIERS
 
     A number of the components used by the Company are available from a single
or limited number of outside suppliers. Some of these materials may periodically
be in short supply and the Company has, on occasion, experienced temporary
delays or increased costs in obtaining these materials. An extended shortage of
required materials and supplies could have an adverse effect upon the revenue
and earnings of the Company. In addition, the Company must allow for significant
lead times when procuring certain materials and supplies. The Company has more
than one available source of supply for most of its required materials. Where
there is only one source of supply, the Company believes that a second source
could be obtained within a reasonable period of time. However, no assurance can
be given that the Company's results of operations will not be adversely affected
until a new source can be located.
 
     The Company purchases substantially all of its thin film head requirements
for disk drives from Read-Rite Corporation. The Company also uses MIG heads for
certain products which are supplied by several vendors. Any significant
disruption in the supply of these components would have an adverse effect on the
Company's results of operations.
 
     On December 23, 1993, the Company sold its Irvine, California silicon wafer
fabrication facility. See "Recent Developments -- Sale of Wafer Fabrication
Facility." From 1990 until the sale, the Company manufactured silicon wafers in
the Irvine facility. The Company also buys wafers fabricated by other companies.
The Company believes that, through its supply contract with the purchaser of its
Irvine facility and through other outside sources, its semiconductor wafer
requirements can be met; however, a disruption in the supply of wafers for any
reason would have a material adverse impact on the Company's results of
operations.
 
INTELLECTUAL PROPERTY
 
     The PC industry has been characterized by significant litigation relating
to patent and other intellectual property rights. The Company is currently
involved in litigation with Conner Peripherals, Inc. in which the two companies
have asserted patent infringement claims against one another relating to disk
drives manufactured by them. The Company has also received a claim of alleged
patent infringement from Rodime PLC. Based upon similar claims, Rodime has
negotiated license agreements with at least two disk drive manufacturers
pursuant to which it has received royalties or other compensation, and Rodime is
currently pursuing litigation against others. Adverse resolution of either of
these matters or any other intellectual property claim could subject the Company
to substantial liabilities and require it to seek licenses from other companies
or to refrain from manufacturing certain products. Although patent holders
commonly offer licenses to their patents or other intellectual property rights,
no assurance can be given that licenses will be offered, or that the terms of
 
                                        7

<PAGE>   9
 
any offered license will be acceptable to the Company or that failure to obtain
a license would not adversely affect the Company's results of operations.
 
     In addition, the Company currently has a cross-license with IBM which
became effective January 1, 1990. Pursuant to this agreement, the Company has
licensed IBM under certain Western Digital patents for the life of such patents,
and has obtained from IBM a patent license which expires December 31, 1994
covering certain Western Digital products. Although the license granted to
Western Digital extends to certain components within Western Digital disk
drives, disk drives as such are not expressly covered. In calendar 1993, IBM
initiated further discussions with the Company for the purpose of determining
whether the Company's disk drives are covered by specified IBM patents. The
Company is currently reviewing these patents. Based on its prior dealings with
IBM, the Company expects to work toward a supplemental agreement with IBM which
will address the disk drive issues and extend the term of the license, with the
goal of reaching agreement prior to the expiration of the term of the current
license agreement. This supplemental agreement, if finalized, may involve
payment of higher royalties to IBM than are presently paid. No assurance can be
given that such an agreement can be reached upon terms acceptable to the
Company. Failure to reach an acceptable agreement could have a material adverse
impact on the Company's business.
 
STOCK PRICE VOLATILITY
 
     The market price of the Company's Common Stock has been, and may continue
to be, extremely volatile. Factors such as new product announcements by the
Company or its competitors, quarterly fluctuations in the Company's operating
results, pricing pressures and general conditions in the computer market may
have a significant impact on the market price of the Company's Common Stock. In
addition, the stock market has recently experienced substantial price and volume
fluctuations, which have particularly affected the market prices of the stock of
many high technology companies.
 
                                        8

<PAGE>   10
 
                                USE OF PROCEEDS
 
   
     The net proceeds to the Company from the sale of Common Stock offered
hereby are estimated to be $61.0 million ($72.1 million if the Underwriters'
over-allotment option is exercised in full) after deducting the estimated
underwriting discount and estimated expenses of this offering. The Company
intends to use the net proceeds of this offering for working capital and other
general corporate purposes. The Company will not receive any of the proceeds
from the sale of the Common Stock to be issued upon exercise of the Warrants
other than exercise price payments aggregating approximately $1.2 million.
    
 
                                 CAPITALIZATION
 
   
     The table below sets forth the consolidated capitalization and short-term
debt of Western Digital at September 25, 1993, at December 25, 1993, and at
December 25, 1993 as adjusted to give effect to the sale by the Company of
5,500,000 shares of Common Stock offered hereby, the application of the
estimated net proceeds therefrom, the exercise of the Warrants and the repayment
of $38.3 million of bank debt on December 31, 1993.
    
 
   

<TABLE>
<CAPTION>
                                                                                 DECEMBER 25, 1993
                                                                               ----------------------
                                                             SEPT. 25, 1993     ACTUAL    AS ADJUSTED
                                                             --------------    --------   -----------
                                                                          (IN THOUSANDS)
<S>                                                          <C>               <C>        <C>
Short-term debt:
  Current portion of long-term debt .......................     $ 22,397       $ 12,707    $      707
                                                             --------------    --------   -----------
                                                             --------------    --------   -----------
Long-term debt:
  Long-term debt, less current portion.....................     $118,392       $ 26,332    $       22
  Convertible subordinated debentures......................       59,000         59,000        59,000
                                                             --------------    --------   -----------
          Total long-term debt, less current portion.......      177,392         85,332        59,022
                                                             --------------    --------   -----------
Shareholders' equity:
  Preferred stock, $.10 par value; 5,000,000 shares
     authorized; no shares outstanding.....................           --             --            --
  Common stock, $.10 par value; 95,000,000 shares
     authorized; 35,395,632 shares outstanding at September
     25, 1993; 35,847,500 shares outstanding at December
     25, 1993; and 42,472,466 shares outstanding at
     December 25, 1993 as adjusted(1)......................        3,540          3,585         4,247
  Additional paid-in capital...............................      200,502        202,320       263,821
  Accumulated deficit......................................      (77,960)       (65,473)      (65,473)
                                                             --------------    --------   -----------
          Total shareholders' equity.......................      126,082        140,432       202,595
                                                             --------------    --------   -----------
               Total capitalization........................     $303,474       $225,764    $  261,617
                                                             --------------    --------   -----------
                                                             --------------    --------   -----------
</TABLE>

    
 
- ---------------
 
(1) Excludes (i) 7,436,968 shares as of December 25, 1993 reserved for issuance
     upon exercise of stock options granted or available for grant under the
     Company's stock option plans, (ii) 60,000 shares as of December 25, 1993
     reserved for issuance upon exercise of warrants to purchase Common Stock
     issued in 1991 in consideration for consulting services, and (iii) (except
     as to the as adjusted number) the Common Stock issuable upon exercise of
     the Warrants. Also excludes 4,083,044 shares as of December 25, 1993
     reserved for issuance upon conversion of the Convertible Subordinated
     Debentures.
 
                                        9

<PAGE>   11
 
                            SELLING SECURITYHOLDERS
 
     The table below sets forth certain information regarding the beneficial
ownership by the Selling Securityholders of Common Stock (which arises solely
from their ownership of the Warrants). The Warrants were issued to the Selling
Securityholders as lenders in connection with the Company's 1991 debt
restructuring and certain subsequent amendments to its credit facilities. In
connection with this offering, the Warrants will be sold to the Underwriters who
will then exercise the Warrants and offer the shares of Common Stock issued upon
exercise pursuant to this Prospectus. As a result, following completion of this
offering, to the knowledge of the Company, none of the Selling Securityholders
will beneficially own any of the Company's equity securities.
 

<TABLE>
<CAPTION>
                                                             SHARES BENEFICIALLY
                                                               OWNED PRIOR TO
                                                                  OFFERING          SHARES TO
                                                             -------------------   BE SOLD IN
    SELLING SECURITYHOLDERS                                  NUMBER      PERCENT    OFFERING
    -----------------------                                  -------     -------   -----------
    <S>                                                      <C>         <C>       <C>
    Bank of America NT & SA                                  328,997      *         328,997
    555 California Street, 41st Floor
    San Francisco, CA 94104
    Citibank, N.A.                                           223,072      *         223,072
    599 Lexington Avenue
    Floor 21/Zone 10
    New York, NY 10043
    Berliner Handels-und Frankfurter Bank                     89,726      *          89,726
    55 East 59th Street
    New York, NY 10022
    The HongKong and Shanghai Banking Corporation Limited     89,726      *          89,726
    140 Broadway, 4th Floor
    New York, NY 10015
          
    Credit Lyonnais Cayman Island Branch                      59,817      *          59,817
        
    515 South Flower Street
    Los Angeles, CA 90071
    Den Danske Bank                                           59,817      *          59,817
    280 Park Avenue
    New York, NY 10017
    Royal Bank of Canada                                      59,817      *          59,817
    600 Wilshire Boulevard
    Suite 800
    Los Angeles, CA 90017
    Union Bank of Switzerland                                 49,507      *          49,507
    299 Park Avenue
    New York, NY 10171-0026
    J.P. Morgan Delaware                                      44,863      *          44,863
    902 Market Street
    Wilmington, DE 19801-3015
    Morgan Guaranty Trust Company of New York                 44,863      *          44,863
    60 Wall Street                                                             
    New York, NY 10260-0060
    Banque Nationale de Paris                                 29,909      *          29,909
    725 South Figueroa, Suite 2090
    Los Angeles, CA 90017
    Deutsche Bank AG                                          29,909      *          29,909
    550 South Hope Street
    Los Angeles, CA 90071
    Sanwa Bank                                                14,943      *          14,943
    601 South Figueroa Street
    Los Angeles, CA 90071
</TABLE>

- ---------------
 
* Less than 1%
 
                                       10

<PAGE>   12
 
                                  UNDERWRITING
 
   
     The Underwriters named below, for whom Kidder, Peabody & Co. Incorporated
and Salomon Brothers Inc are serving as representatives (the "Representatives"),
have severally agreed, subject to the terms and conditions of the Underwriting
Agreement (a copy of which is filed as an exhibit to the Registration Statement
of which this Prospectus is a part), to purchase from the Company and the
Selling Securityholders the respective numbers of shares of Common Stock and
Warrants set forth opposite their names below:
    
 
   

<TABLE>
<CAPTION>
                                                                   FROM SELLING
                                                  FROM COMPANY    SECURITYHOLDERS     TOTAL
                      UNDERWRITER                (COMMON STOCK)     (WARRANTS)       SHARES
        ---------------------------------------  --------------   ---------------   ---------
        <S>                                      <C>              <C>               <C>
        Kidder, Peabody & Co. Incorporated.....     2,076,092          424,641      2,500,733
        Salomon Brothers Inc...................     2,076,092          424,641      2,500,733
        Bear, Stearns & Co. Inc................       107,925           22,075        130,000
        CS First Boston Corporation............       107,925           22,075        130,000
        Dean Witter Reynolds Inc. .............       107,925           22,075        130,000
        A. G. Edwards & Sons, Inc. ............       107,925           22,075        130,000
        Merrill Lynch, Pierce, Fenner & Smith
          Incorporated.........................       107,925           22,075        130,000
        PaineWebber Incorporated...............       107,925           22,075        130,000
        Prudential Securities Incorporated.....       107,925           22,075        130,000
        Smith Barney Shearson Inc. ............       107,925           22,075        130,000
        Cowen & Company........................        67,246           13,754         81,000
        Kemper Securities, Inc. ...............        67,246           13,754         81,000
        Legg Mason Wood Walker, Incorporated...        67,246           13,754         81,000
        Needham & Company, Inc. ...............        67,246           13,754         81,000
        The Robinson-Humphrey Company, Inc. ...        67,246           13,754         81,000
        Wheat, First Securities, Inc. .........        67,246           13,754         81,000
        Adams, Harkness & Hill, Inc. ..........        26,980            5,520         32,500
        Hanifen, Imhoff Inc. ..................        26,980            5,520         32,500
        Pennsylvania Merchant Group Ltd. ......        26,980            5,520         32,500
                                                 --------------   ---------------   ---------
                  Total........................     5,500,000        1,124,966      6,624,966
                                                 --------------   ---------------   ---------
                                                 --------------   ---------------   ---------
</TABLE>

    
 
     The Underwriting Agreement provides that the Underwriters are obligated to
purchase all of the shares of Common Stock and Warrants offered, if any are
purchased.
 
   
     The Company and the Selling Securityholders have been advised by the
Representatives that they propose to offer the Common Stock to the public at the
offering price set forth on the cover page of this Prospectus and to certain
dealers at such price less a concession not in excess of $.33 per share, and
that the Underwriters and such dealers may reallow a discount of not in excess
of $.10 per share to other dealers. The public offering price and the concession
and discount to dealers may be changed by the Underwriters.
    
 
   
     The Company has granted the Underwriters an option, exercisable for 30 days
after the date of this Prospectus, to purchase up to 993,745 additional shares
of Common Stock at the price to the public less the underwriting discount, as
set forth on the cover page of this Prospectus. Such option may be exercised
only to cover over-allotments, if any, in the sale of the shares of Common Stock
offered hereby.
    
 
     The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
 
     The Company has agreed that it will not, directly or indirectly, offer,
sell or otherwise dispose of any shares of Common Stock or any securities
convertible into or exchangeable for, or any rights to purchase or acquire,
Common Stock for a period of 90 days after the date of this Prospectus, except
pursuant to the Underwriting Agreement, without the prior written consent of the
Underwriters and subject to certain limited exceptions.
 
                                       11

<PAGE>   13
 
                                 LEGAL MATTERS
 
     The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Gibson, Dunn & Crutcher, Orange County, California.
Certain legal matters will be passed upon for the Underwriters by Latham &
Watkins, Costa Mesa, California.
 
                                    EXPERTS
 
     The financial statements and schedules of the Company as of June 30, 1993
and 1992, and for each of the years in the three-year period ended June 30,
1993, incorporated by reference herein and elsewhere in the Registration
Statement have been incorporated by reference herein and in the Registration
Statement in reliance upon the report of KPMG Peat Marwick, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
 
                                       12

<PAGE>   14
 
- ------------------------------------------------------
- ------------------------------------------------------
 
  NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND ANY
INFORMATION OR REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE HEREIN
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING
SECURITYHOLDERS OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
OF ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN
OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER WOULD BE UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
                            ------------------------
                               TABLE OF CONTENTS
 
   

<TABLE>
<CAPTION>
                                         PAGE
<S>                                     <C>
Available Information.................      2
Incorporation of Certain Documents By
  Reference...........................      2
Prospectus Summary....................      3
Recent Developments...................      5
Risk Factors..........................      6
Use of Proceeds.......................      9
Capitalization........................      9
Selling Securityholders...............     10
Underwriting..........................     11
Legal Matters.........................     12
Experts...............................     12
- ---------------------------------------------
- ---------------------------------------------
</TABLE>

    
 
- ------------------------------------------------------
- ------------------------------------------------------
   
                                6,624,966 SHARES
    
 
                                     [LOGO]
 
                                  COMMON STOCK
                          ---------------------------
 
                                   PROSPECTUS
                          ---------------------------
 
                             KIDDER, PEABODY & CO.
        INCORPORATED
 
                              SALOMON BROTHERS INC
- ------------------------------------------------------
- ------------------------------------------------------

<PAGE>   15
 

                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
     The estimated expenses in connection with this offering to be borne by the
Company are:
 
   

<TABLE>
        <S>                                                                 <C>
        Registration fees.................................................  $ 26,175
        NASD filing fee...................................................     7,720
        Printing fees and expenses........................................   100,000
        Accounting fees and expenses......................................    70,000
        Legal fees and expenses...........................................   225,000
        Blue Sky fees.....................................................    10,000
        Miscellaneous.....................................................   211,105
                                                                            --------
                  Total...................................................  $650,000
                                                                            --------
                                                                            --------
</TABLE>

    
 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than as an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no cause to believe his conduct was unlawful.
 
     Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted under similar standards, except that no
indemnification may be made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable for negligence or misconduct
in the performance of his duty to the corporation unless and only to the extent
that the court in which such action or suit was brought shall determine that
despite the adjudication of liability, such person is fairly and reasonably
entitled to be indemnified for such expenses which the court shall deem proper.
 
     Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsection (a) and (b) or in the defense of any claim, issue or
matter therein, he shall be indemnified against expenses actually and reasonably
incurred by him in connection therewith; that indemnification provided by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; and that the corporation may purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation would have the
power to indemnify him against such liabilities under Section 145.
 
     Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original Certificate of Incorporation or an amendment thereto
validly approved by stockholders may eliminate or limit personal liability of
members of its board of directors or governing body for violations of a
director's duty of care. However, no such provision may eliminate or limit the
liability of a director for breaching his duty of loyalty, failing to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying a dividend
 
                                      II-1

<PAGE>   16
 
or approving a stock repurchase which was illegal, or obtaining an improper
personal benefit. A provision of this type has no effect on the availability of
equitable remedies, such as injunction or rescission, for breach of fiduciary
duty. The Company's Certificate of Incorporation contains such a provision.
 
     The Company's Bylaws require that directors and officers be indemnified to
the maximum extent permitted by Delaware law.
 
     The Company may, from time to time, enter into a form of indemnity
agreement (the "Indemnity Agreement") with each director or officer designated
by the Board of Directors, depending on the then current status of directors'
and officers' insurance coverage. The Indemnity Agreement requires that the
Company indemnify directors and officers who are parties thereto in all cases to
the fullest extent permitted by applicable law. Under the General Corporation
Law, except in the case of litigation in which a director or officer is
successful on the merits, indemnification of a director or officer is
discretionary rather than mandatory. Consistent with the Company's Bylaw
provision on the subject, the Indemnity Agreement requires the Company to make
prompt payment of litigation expenses at the request of the director or officer
in advance of indemnification provided that he undertakes to repay the amounts
if it is ultimately determined that he is not entitled to indemnification for
such expenses and provided further that such advance shall not be made if it is
determined that the director or officer acted in bad faith or deliberately
breached his duty to the Company and its stockholders and, as a result it is
more likely than not that he will not be entitled to indemnification under the
terms of the Indemnity Agreement. The advance of litigation expenses is
mandatory absent a special determination to the contrary; under the General
Corporation Law such advance would be discretionary. Under the Indemnity
Agreement, the director or officer is permitted to petition the court to seek
recovery of amounts due under the Indemnity Agreement and to recover the
expenses of seeking such recovery if he is successful. Without the Indemnity
Agreement, the Company would not be required to pay or reimburse the director or
officer for his expenses in seeking indemnification recovery against the
Company. By the terms of the Indemnity Agreement, its benefits are not available
if the director or officer has other indemnification or insurance coverage for
the subject claim or, with respect to the matters giving rise to the claim, (i)
received a personal benefit, (ii) violated Section 16(b) of the Securities
Exchange Act of 1934 or analogous provisions of law or (iii) committed certain
acts of dishonesty. Absent the Indemnity Agreement, indemnification that might
be made available to directors and officers could be changed by amendments to
the Company's Certificate of Incorporation or Bylaws.
 
     The Company has a policy of directors' and officers' liability insurance
which insures the directors and officers against the cost of defense, settlement
or payment of a judgment under certain circumstances.
 
ITEM 16. EXHIBITS
 
   

<TABLE>
        <S>    <C>
        1.1    Form of Underwriting Agreement.**
        1.2    Form of Custody Agreement.**
        5      Opinion of Gibson, Dunn & Crutcher.**
        23.1   Consent of Gibson, Dunn & Crutcher (included in Exhibit 5).**
        23.2   Consent of KPMG Peat Marwick.
        24     Power of Attorney.*
</TABLE>

    
 
- ---------------
 
 * Previously filed with this Registration Statement on December 23, 1993.
 
   
** Previously filed with this Registration Statement on January 13, 1994.
    
 
ITEM 17. UNDERTAKINGS.
 
     (a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
 
                                      II-2

<PAGE>   17
 
     (b) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
 
     (c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
 
     (d) The undersigned Registrant hereby undertakes that:
 
   
          (1) For purposes of determining any liability under the Securities
     Act, the information omitted from the form of prospectus filed as part of
     this Registration Statement in reliance upon Rule 430A and contained in a
     form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
     (4) or 497(h) under the Securities Act shall be deemed to be part of this
     Registration Statement as of the time it was declared effective.
    
 
          (2) For the purpose of determining any liability under the Securities
     Act, each post-effective amendment that contains a form of prospectus 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.
 
                                      II-3

<PAGE>   18

 

                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act, 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 Amendment No. 2 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irvine, State of California, on January 31,
1994.
    
 
                                          WESTERN DIGITAL CORPORATION
 
                                          By:        /s/ SCOTT MERCER
                                             ---------------------------------
                                                      D. Scott Mercer
                                                 Executive Vice President,
                                                      Chief Financial
                                                 and Administrative Officer
 
     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
 
   

<TABLE>
<CAPTION>
                SIGNATURE                                TITLE                      DATE
                ---------                                -----                      ----
<C>                                         <S>                               <C>
     /s/   CHARLES A. HAGGERTY              Chairman of the Board,             January 31, 1994
 -----------------------------------------    President and Chief Executive
           Charles A. Haggerty                Officer
                                              (Principal Executive Officer)

                    *                       Executive Vice President,          January 31, 1994
 -----------------------------------------    Chief Financial and
             D. Scott Mercer                  Administrative Officer
                                              (Principal Financial and
                                              Accounting Officer)

                    *                       Director                           January 31, 1994
 -----------------------------------------
                I.M. Booth                  

                    *                       Director                           January 31, 1994
 -----------------------------------------
             George L. Bragg                

                    *                       Director                           January 31, 1994
 -----------------------------------------
             Andre R. Horn(1)              
            
                    *                       Director                           January 31, 1994
 -----------------------------------------
             Irwin Federman                
              
                    *                       Director                           January 31, 1994
 -----------------------------------------
             Anne O. Krueger               

                    *                       Director                           January 31, 1994
 -----------------------------------------
             Jack W. Peltason            

</TABLE>

    
 
                                      II-4

<PAGE>   19
 
   

<TABLE>
<CAPTION>
                SIGNATURE                                TITLE                      DATE
                ---------                                -----                      ----
<C>                                         <S>                               <C>
                    *                       Director                           January 31, 1994
- -----------------------------------------
           Stephen B. Schwartz

                    *                       Director                           January 31, 1994
- -----------------------------------------
             Thomas Pardun(1)


*By:       /s/   SCOTT MERCER
    -------------------------------------
               D. Scott Mercer
              Attorney-in-fact
</TABLE>

    
 
- ---------------
 
(1) A Power of Attorney, in the form previously filed with this Registration
    Statement on December 23, 1993, has been executed by Messrs. Horn and
    Pardun, but was not included in the original filing of this Registration
    Statement.
 
                                      II-5

<PAGE>   20
 

                                 EXHIBIT INDEX
 
   

<TABLE>
<CAPTION>
                                                                                    SEQUENTIALLY
    EXHIBIT                                                                         NUMBERED
    NUMBER                                 DESCRIPTION                                PAGE
    ------     -------------------------------------------------------------------  ---------
    <C>        <S>                                                                  <C>
      1.1      Form of Underwriting Agreement.....................................    **
      1.2      Form of Custody Agreement..........................................    **
        5      Opinion of Gibson, Dunn & Crutcher.................................    **
     23.1      Consent of Gibson, Dunn & Crutcher (included in Exhibit 5).........    **
     23.2      Consent of KPMG Peat Marwick.......................................
       24      Power of Attorney..................................................    *
</TABLE>

    
 
- ---------------
 
 * Previously filed with this Registration Statement on December 23, 1993.
 
   
** Previously filed with this Registration Statement on January 13, 1994.
    





<PAGE>   1
 
                                                                    EXHIBIT 23.2
 
                        CONSENT OF INDEPENDENT AUDITORS
 
The Board of Directors
Western Digital Corporation:
 
     We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
 
                                          KPMG PEAT MARWICK
 
Orange County, California
   
January 31, 1994