<PAGE>   1
 
   
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 1994
    
   
                                                       REGISTRATION NO. 33-51695
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ------------------------
 
   
                                AMENDMENT NO. 1
    
   
                                       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.  / /
 
   
                            ------------------------
    
 
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
 
     INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
     REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY
     NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
     REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
     CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
     TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
     WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
     REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
 
   
                 SUBJECT TO COMPLETION; DATED JANUARY 13, 1994
    
 
   
                                6,124,966 SHARES
    
 
                                     [LOGO]
 
                                  COMMON STOCK
                            ------------------------
 
   
     Of the 6,124,966 shares of Common Stock being offered, 5,000,000 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 12, 1994, the reported last sale price of the Common Stock on
the New York Stock Exchange was $12 1/8 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>
<S>                     <C>               <C>               <C>               <C>
- --------------------------------------------------------------------------------
 
<CAPTION>
<S>                     <C>               <C>               <C>               <C>
                                                                                 PROCEEDS TO
                             PRICE TO        UNDERWRITING      PROCEEDS TO         SELLING
                              PUBLIC         DISCOUNT(1)        COMPANY(2)    SECURITYHOLDERS(2)
- ------------------------------------------------------------------------------------------------
Per share
- ------------------------------------------------------------------------------------------------
Total(3)
</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 $
    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
    918,745 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 $          , the total underwriting discount will be $          ,
    and the total proceeds to the Company will be $          . 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           , 1994.
 
KIDDER, PEABODY & CO.                                       SALOMON BROTHERS INC
            INCORPORATED
 
                The date of this Prospectus is January   , 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; and (iii)
Current Report on Form 8-K filed on January 5, 1994.
    
 
     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 (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........................  5,000,000 shares
  The Selling Securityholders........  1,124,966 shares
Common Stock to be outstanding after
  this offering......................  41,972,466 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        $103,524
Working capital.............................................................      108,532         113,863         144,541
Total assets................................................................      508,950         483,124         501,802
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         197,420
</TABLE>

    
 
- ---------------
 
   
(1) Adjusted to give effect to the sale by the Company of 5,000,000 shares of
    Common Stock offered hereby, the application of the estimated net proceeds
    therefrom (assuming a public offering price of $12 1/8 per share, the
    reported last sale price on January 12, 1994), 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 $55.8 million ($66.0 million if the Underwriters'
over-allotment option is exercised in full) assuming a public offering price of
$12 1/8 per share, the reported last sale price of the Common Stock on the New
York Stock Exchange on January 12, 1994, and 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
5,000,000 shares of Common Stock offered hereby, the application of the
estimated net proceeds therefrom (assuming a public offering price of $12 1/8
per share, the reported last sale price on January 12, 1994), 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 41,972,466 shares outstanding at
     December 25, 1993 as adjusted(1)......................        3,540          3,585         4,197
  Additional paid-in capital...............................      200,502        202,320       258,696
  Accumulated deficit......................................      (77,960)       (65,473)      (65,473)
                                                             --------------    --------   -----------
          Total shareholders' equity.......................      126,082        140,432       197,420
                                                             --------------    --------   -----------
               Total capitalization........................     $303,474       $225,764    $  256,442
                                                             --------------    --------   -----------
                                                             --------------    --------   -----------
</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
</TABLE>

    
 
   

<TABLE>
    <S>                                                      <C>         <C>         <C>
    The HongKong and Shanghai Banking Corporation Limited     89,726      *           89,726
    140 Broadway, 4th Floor
    New York, NY 10015
    Credit Lyonnais                                           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 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.....
        Salomon Brothers Inc...................
                                                 --------------   ---------------   ---------
                  Total........................     5,000,000        1,124,966      6,124,966
                                                 --------------   ---------------   ---------
                                                 --------------   ---------------   ---------
</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
Underwriters 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 $     per share, and
that the Underwriters and such dealers may reallow a discount of not in excess
of $     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 918,745 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.
 
                                 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.
 
                                       11

<PAGE>   13
 
- ------------------------------------------------------
- ------------------------------------------------------
 
   
  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.........................     11
Experts...............................     11
- ---------------------------------------------
- ---------------------------------------------
</TABLE>

    
 
- ------------------------------------------------------
- ------------------------------------------------------
                                6,124,966 SHARES
 
                                     [LOGO]
 
                                  COMMON STOCK

                          ---------------------------
 
                                   PROSPECTUS

                          ---------------------------
 
                             KIDDER, PEABODY & CO.
                                 INCORPORATED
 
                             SALOMON BROTHERS INC
- ------------------------------------------------------
- ------------------------------------------------------

<PAGE>   14
 

                                    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.................................................  $ 23,845
        NASD filing fee...................................................     7,044
        Printing fees and expenses........................................   100,000
        Accounting fees and expenses......................................    70,000
        Legal fees and expenses...........................................   225,000
        Blue Sky fees.....................................................    10,000
        Miscellaneous.....................................................   214,111
                                                                            --------
                  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.
 
                                      II-1

<PAGE>   15
 
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 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.
    
 
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
 
                                      II-2

<PAGE>   16
 
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.
 
     (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 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>   17
 

                                   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. 1 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 12,
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>
                        *                 
           Charles A. Haggerty              Chairman of the Board,             January 12, 1994
                                              President and Chief Executive
                                              Officer
                                              (Principal Executive Officer)
                        *                  
             D. Scott Mercer                Executive Vice President,          January 12, 1994
                                              Chief Financial and
                                              Administrative Officer
                                              (Principal Financial and
                                              Accounting Officer)
                        *                                                     
                I.M. Booth                  Director                           January 12, 1994
                        *                                                      
             George L. Bragg                Director                           January 12, 1994
                        *                                                      
             Andre R. Horn(1)               Director                           January 12, 1994
                        *                                                     
              Irwin Federman                Director                           January 12, 1994
                        *                                                      
             Anne O. Krueger                Director                           January 12, 1994
                        *                                                     
             Jack W. Peltason               Director                           January 12, 1994
</TABLE>

    
 
                                      II-4

<PAGE>   18

    

<TABLE>
<CAPTION>
                SIGNATURE                                TITLE                      DATE
- ------------------------------------------  --------------------------------  -----------------
<C>                                         <S>                               <C>
                        *                   
           Stephen B. Schwartz              Director                           January 12, 1994

                        *                   
              Thomas Pardun(1)              Director                           January 12, 1994


       *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>   19
 

                                 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.
    





<PAGE>   1
                                                                  EXHIBIT 1.1



                                6,124,966 SHARES

                          WESTERN DIGITAL CORPORATION
                                  COMMON STOCK
                                ($.10 PAR VALUE)

                             UNDERWRITING AGREEMENT

                                                             JANUARY __, 1994

KIDDER, PEABODY & CO. INCORPORATED
SALOMON BROTHERS INC
      c/o Kidder, Peabody & Co. Incorporated
      10 Hanover Square,
      New York, N.Y.  10005.

Ladies and Gentlemen:

            Western Digital Corporation, a Delaware corporation ("Company"),
and the several warrantholders of the Company listed in Schedule B hereto
("Selling Stockholders"), who may act through James R. Eckstaedt and D. Scott
Mercer, or either of them, as attorneys-in-fact for the Selling Stockholders
("Attorneys-in-fact"), confirm their agreement with the Underwriters listed in
Schedule A hereto ("Underwriters") as follows:

      1.    DESCRIPTION OF THE SECURITIES.  The Company proposes to issue and
sell 5,000,000 shares of its Common Stock, and the Selling Stockholders, acting
severally and not jointly, propose to sell a total of 1,124,966 warrants (the
"Warrants") to purchase an aggregate of 1,124,966 shares of Common Stock of the
Company, to the Underwriters.  The 5,000,000 shares of Common Stock to be sold
by the Company are hereinafter called the "Company Shares," and the 1,124,966
shares of Common Stock issuable upon exercise of the Warrants are hereinafter
called the "Warrant
 Shares."  The respective amounts of Company Shares and
Warrants to be purchased by the Underwriters are set forth opposite their names
in Schedule A hereto and the respective amounts of the Warrants to be sold by
the Selling Stockholders are set forth opposite their names in Schedule B
hereto.  The Company Shares and the Warrant Shares are sometimes referred to
herein collectively as the "Firm Shares."  The Company also proposes to issue
and sell to the Underwriters, at the option of the Underwriters, an aggregate
of not more than 918,745 additional shares ("Optional Shares") of its Common
Stock as set forth below in Section 14.  The Firm Shares and the Optional
Shares are herein collectively called the "Securities."

      2.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company
represents and warrants to, and agrees with, each Underwriter and each Selling
Stockholder that:

            (a)   A registration statement (File No. 33-51695) with respect to
      the Securities, including a preliminary form of prospectus, has been
      carefully prepared by the Company in conformity with the requirements of
      the Securities Act of 1933 ("Act") and the rules and regulations ("Rules
      and Regulations") of the Securities and Exchange Commission
      ("Commission") thereunder and filed with the Commission and has become
      effective.  Such registration statement may have been amended prior to
      the date of this Agreement; any such amendment was so prepared and filed,
      and any such amendment filed after the effective date of such
      registration statement has become effective.  No stop order suspending
      the effectiveness of the registration statement has been issued, and no
      proceeding for that purpose has been instituted or threatened by the
      Commission.  A final form of prospectus has been or will be so prepared
      and will be filed pursuant to Rule 424 (b) of the Rules and Regulations
      on or before the second business day after the date hereof (or such
      earlier time as may be required by the Rules and

<PAGE>   2
      Regulations); and the Rules and Regulations do not require the Company
      to, and, without your consent, the Company will not, file a
      post-effective amendment after the time of execution of this Agreement
      and prior to the filing of such final form of prospectus.  Copies of such
      registration statement, any such amendments, and each related preliminary
      prospectus ("Preliminary Prospectus") and all documents incorporated by
      reference therein that were filed with the Commission on or prior to the
      date of this Agreement (including one fully executed copy of the
      registration statement and of each amendment thereto for each of you and
      for counsel for the Underwriters) have been delivered to you.  Such
      registration statement, as it may have heretofore been amended and
      including any information deemed by virtue of Rule 430A(b) of the Rules
      and Regulations to be part of such registration statement at the time it
      was declared effective, is referred to herein as the "Registration
      Statement," and such final form of prospectus, in the form in which it is
      first filed pursuant to Rule 424(b) of the Rules and Regulations, is
      referred to herein as the "Prospectus."  Any reference herein to the
      Registration Statement, the Prospectus, any amendment or supplement
      thereto or any Preliminary Prospectus shall be deemed to refer to and
      include the documents incorporated by reference therein, and any
      reference herein to the terms "amend," "amendment" or "supplement" with
      respect to the Registration Statement or Prospectus shall be deemed to
      refer to and include the filing after the execution hereof of any
      document with the Commission deemed to be incorporated by reference
      therein.

            (b)   Each part of the Registration Statement, when such part
      became or becomes effective, each Preliminary Prospectus, on the date of
      filing thereof with the Commission, and the Prospectus and any amendment
      or supplement thereto, on the date of filing thereof with the Commission
      and at the Closing Date (as hereinafter defined), conformed or will
      conform in all material respects with the requirements of the Act and the
      Rules and Regulations; each part of the Registration Statement, when such
      part became or becomes effective, did not or will not contain an untrue
      statement of a material fact or omit to state a material fact required to
      be stated therein or necessary to make the statements therein not
      misleading; each Preliminary Prospectus, on the date of the filing
      thereof with the Commission, and the Prospectus and any amendment or
      supplement thereto, on the date of filing thereof with the Commission and
      at the Closing Date, did not or will not include an untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements therein, in the light of the circumstances under which they
      were made, not misleading; except that the foregoing shall not apply to
      statements in or omissions from any such document in reliance upon, and
      in conformity with, written information relating to and furnished by you,
      or by any Underwriter through you, to the Company specifically for use in
      the preparation thereof.

            (c)   The documents incorporated by reference in the Registration
      Statement, the Prospectus, any amendment or supplement thereto or any
      Preliminary Prospectus, when they became or become effective under the
      Act or were or are filed with the Commission under the Securities
      Exchange Act of 1934 ("Exchange Act"), as the case may be, conformed or
      will conform in all material respects with the requirements of the Act or
      the Exchange Act, as applicable, and the rules and regulations of the
      Commission thereunder.

            (d)   The financial statements of the Company and its subsidiaries
      set forth in the Registration Statement and Prospectus fairly present the
      financial condition of the Company and its subsidiaries as of the dates
      indicated and the results of operations and changes in financial position
      for the periods therein specified in conformity with generally accepted
      accounting principles consistently applied throughout the periods
      involved (except as otherwise stated therein).

            (e)   Each of the Company, Western Digital (Singapore) Pte Ltd.
      ("WDS"), Western Digital (Malaysia) SDN BHD ("WDM"), and Western Digital
      Ireland Ltd. ("WDI") is duly incorporated and is an existing corporation
      in good standing under the laws of its jurisdiction of incorporation, has
      full power and authority (corporate and other) to conduct its business as
      described in the Registration Statement and Prospectus and is duly
      qualified to do business in each jurisdiction in which it owns or leases
      substantial properties or in which the conduct of its business requires
      such qualification, except where the failure to be so qualified does not
      involve a material risk to the business, properties, financial





                                          2

<PAGE>   3
       position or results of operations of the Company and its subsidiaries
       taken as a whole; and all of the outstanding shares of capital stock of
       each such subsidiary have been duly authorized and validly issued, are
       fully paid and non-assessable and (except as otherwise stated in the
       Registration Statement are owned beneficially by the Company subject to
       no security interest, other encumbrance or adverse claim.

             (f)   The Warrants have been duly authorized, executed and
       delivered by, and are valid and binding obligations of, the Company and,
       when delivered in accordance with the terms of this Agreement and the
       Custody Agreement (as hereinafter defined), will entitle the Underwriters
       to purchase their respective portions of the Warrant Shares upon payment
       to the Company of the respective exercise price.  No further approval of
       any stockholder, the Board of Directors or others is required for the
       issuance of the Warrant Shares upon payment of the exercise price except
       such as may be required under the Act or under state or other securities
       or Blue Sky laws.


             (g)   The outstanding shares of Common Stock of the Company
       (including the Warrant Shares when issued in accordance with the
       Warrants) and the Securities to be issued and sold by the Company
       hereunder have been duly authorized and are, or when issued as
       contemplated hereby will be, validly issued, fully paid and
       non-assessable.  The stockholders of the Company have no preemptive
       rights with respect to any of the Securities.

            (h)   Except as set forth in the Prospectus, subsequent to the
       respective dates as of which information is given in the Registration
       Statement and the Prospectus, neither the Company nor any of its
       subsidiaries has incurred any liabilities or obligations, direct or
       contingent, or entered into any transactions, not in the ordinary course
       of business, that are material to the Company and its subsidiaries, and
       there has not been any material adverse change, on a consolidated basis,
       in the capital stock, short-term debt or long-term debt of the Company
       and its subsidiaries, or any material adverse change, or any development
       involving a prospective material adverse change, in the condition
       (financial or other), business, net worth or results of operations of
       the Company and its subsidiaries taken as a whole.

             (i)   Except as set forth in the Prospectus, there is not pending
       or, to the knowledge of the Company, threatened any action, suit or
       proceeding to which the Company or any of its subsidiaries is a party,
       before or by any court or governmental agency or body, that might result
       in any material adverse change in the condition (financial or other),
       business, net worth or results of operations of the Company and its
       subsidiaries taken as a whole, or might materially and adversely affect
       the properties or assets thereof.

             (j)   There are no contracts or documents of the Company or any of
       its subsidiaries that are required to be described in the Registration
       Statement or Prospectus or filed as exhibits to the Registration
       Statement or to any of the documents incorporated by reference therein
       by the Act or the Exchange Act or by the rules and regulations of the
       Commission thereunder that have not been so described or filed.

             (k)   The Company has complied with all provisions of Section
       517.075, Florida Statutes, relating to doing business with the Government
       of Cuba or with any person or any affiliate located in Cuba.

             (l)   The execution, delivery and performance of this Agreement and
       the consummation of the transactions herein contemplated will not result
       in a breach or violation of any of the terms and provisions of, or
       constitute a default under, any statute, any material agreement or
       instrument to which the Company is a party or by which it is bound or to
       which any of the property of the Company is subject, the Company's
       Certificate of Incorporation or by-laws, or any order, rule or
       regulation of any court or governmental agency or body having
       jurisdiction over the Company or any of its properties; no consent,
       approval, authorization or order of, or filing with, any court or
       governmental agency or body is required for the consummation of the
       transactions contemplated by this Agreement in connection with the
       issuance or sale of the Securities to be sold  by the Company,
       except such as may be required under the Act or state





                                          3

<PAGE>   4
      securities laws; and the Company has full power and authority to
      authorize, issue and sell the Securities to be sold by it as contemplated
      by this Agreement.

      3.    REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDERS.  Each
of the Selling Stockholders severally and not jointly represents and warrants 
to, and agrees with, the Company and each Underwriter that:

            (a)   Such Selling Stockholder has and on the Closing Date will
      have valid and unencumbered title to the number of Warrants set forth
      opposite such Selling Stockholder's name on Schedule B hereto and full
      right, power and authority to enter into this Agreement and to sell,
      assign, transfer and deliver such Warrants hereunder; and upon delivery
      of and payment for such Warrants hereunder, the several Underwriters will
      acquire valid and unencumbered title thereto.

            (b)   Such Selling Stockholder has not taken and will not take,
      directly or indirectly, any action designed to or that might reasonably
      be expected to cause or result in stabilization or manipulation of the
      price of any security of the Company.

            (c)   If such Selling Stockholder is a corporation, such Selling
      Stockholder has been duly incorporated and is an existing corporation in
      good standing under the laws of its jurisdiction of incorporation.

            (d)   Except as set forth in the Prospectus, no consent, approval,
      authorization or order of, or filing with, any governmental agency or
      body or any court is required to be obtained or made by such Selling
      Stockholder for the consummation of the transactions contemplated by this
      Agreement in connection with the sale of the Warrants to be sold by such
      Selling Stockholder, except such as have been obtained and made under the
      Act and such as may be required under state securities laws.

            (e)   The execution, delivery and performance of this Agreement and
      the consummation of the transactions herein contemplated will not result
      in a breach or violation of any of the terms or provisions of, or
      constitute a default under, any statute, rule, regulation or order of any
      governmental agency or body or any court having jurisdiction over such
      Selling Stockholder or any of its properties, any material agreement or
      instrument to which such Selling Stockholder is a party or by which such
      Selling Stockholder is bound or to which any of the properties of such
      Selling Stockholder is subject, or if such Selling Stockholder is a
      corporation, the articles of incorporation or bylaws of such Selling
      Stockholder.

            (f)   Such Selling Stockholder has executed and delivered a power
      of attorney naming James R. Eckstaedt and/or D. Scott Mercer, or either
      of them, as such Selling Stockholder's Attorneys-in-fact (and by the
      execution by any one of them of this Agreement, such Attorney-in-fact
      represents and warrants to the best of his knowledge that he and the
      other Attorneys-in-fact have been duly appointed as Attorneys-in-fact by
      the Selling Stockholders) for the purpose of entering into and carrying
      out this Agreement, and in connection therewith such Selling Stockholder
      further represents, warrants and agrees that such Selling Stockholder has
      deposited in custody, under a custody agreement ("Custody Agreement")
      with James R. Eckstaedt and/or D. Scott Mercer, as custodian
      ("Custodian"), certificates in negotiable form for the Warrants to be
      sold by such Selling Stockholder.  Such Selling Stockholder agrees that
      the Warrants represented by the certificates on deposit with the
      Custodian are subject to the interests of the Underwriters, that the
      arrangements made for such custody are to that extent irrevocable, and
      that the obligations of such Selling Stockholder hereunder shall not be
      terminated except as provided in this Agreement or in the power of
      attorney appointing the Attorneys-in-fact or in the Custody Agreement, by
      any act of such Selling Stockholder, by operation of law, whether, in the
      case of an individual Selling Stockholder, by the death or incapacity of
      such Selling Stockholder, in the case of a trust or estate, by the death
      or incapacity of the trustee or trustees or the executor or executors or
      the termination of such trust or estate or, in the case of a corporate or
      partnership Selling Stockholder, by its liquidation or dissolution, or by
      the occurrence of any other event.  If any individual Selling
      Stockholder, trustee or executor should die or become incapacitated, any
      such trust or estate should be





                                          4

<PAGE>   5
      terminated or any such corporation or partnership should be liquidated or
      dissolved, or if any other event should occur before the delivery of the
      Warrants hereunder, certificates for the Warrants deposited with the
      Custodian shall be delivered by the Custodian in accordance with the
      terms and conditions of this Agreement as if such death, incapacity,
      termination, liquidation, dissolution or other event had not occurred,
      whether or not the Custodian or the Attorneys-in-fact shall have received
      notice thereof.

            (g)   To the extent that any statements or omissions made in the
      Registration Statement or the Prospectus, or any amendment or supplement
      thereto, are made in reliance upon, and in conformity with, written
      information furnished to the Company by such Selling Stockholder
      specifically for use in the preparation thereof, each such part of the
      Registration Statement, when such part became or becomes effective, did
      not or will not contain an untrue statement of a material fact or omit to
      state a material fact required to be stated therein or necessary to make
      the statements therein not misleading, and each such part of the
      Prospectus and any amendment or supplement thereto, on the date of filing
      thereof with the Commission and on the Closing Date, did not or will not
      include an untrue statement of a material fact or omit to state a
      material fact necessary to make the statements therein not misleading.
      The Company, the Selling Stockholders and each Underwriter hereby
      acknowledge and agree that, for all purposes of this Agreement and the
      transactions herein contemplated, the only information furnished to the
      Company by the Selling Stockholders specifically for use in the
      Registration Statement, the Prospectus or any amendment or supplement
      thereto, is, with respect to each Selling Stockholder, severally and not
      jointly, the name, address and share information concerning such Selling
      Stockholder appearing in the Prospectus under the caption "Selling
      Stockholders."

      4.    PURCHASE, SALE AND DELIVERY OF SECURITIES AND WARRANTS.  On the
basis of the representations, warranties and agreements herein contained, but
subject to the terms and conditions herein set forth, the Company agrees to
sell to each Underwriter, and each Underwriter agrees, severally and not
jointly, to purchase from the Company, at a purchase price of $___________ per
share, the respective number of Company Shares set forth opposite the names of
the Underwriters in Schedule A hereto.

      On the basis of the representations, warranties and agreements herein
contained, but subject to the terms and conditions herein set forth, the
Selling Stockholders agree, severally and not jointly, to sell to the
Underwriters the respective number of Warrants set forth opposite the names of
the Selling Stockholders in Schedule B hereto at a purchase price equal to the
product of (i) the aggregate number of shares of Common Stock issuable on
exercise of such Warrants and (ii) the difference between the purchase price
per share for the Company Shares as set forth in the immediately preceding
paragraph and the respective exercise prices per share applicable to such
Warrants (set forth on Schedule B hereto) in accordance with the Custody
Agreements executed by such Selling Stockholders.  Each Underwriter agrees,
severally and not jointly, to purchase from the Selling Stockholders the
respective number of Warrants set forth opposite the names of the Underwriters
in Schedule A hereto at the purchase price set forth in the preceding sentence.
Each Underwriter further agrees, severally and not jointly, to exercise the
respective number of Warrants for Warrant Shares as is set forth opposite the
names of the Underwriters in Schedule A hereto.  The obligation of each
Underwriter to each Selling Stockholder shall be to purchase from such Selling
Stockholders that number of Warrants which (as nearly as practicable, as
determined by you) is in the same proportion to the number of Warrants set
forth opposite the names of such Selling Stockholders in Schedule B hereto as
the number of Warrants set forth opposite the name of such Underwriter in
Schedule A hereto (subject to the adjustment as provided in Section 9) is to
the total number of Warrants to be purchased by the Underwriters under this
Agreement.

      The Company will deliver the certificates for the Company Shares and the
Custodian will deliver the certificates for the Warrants on behalf of the
Selling Stockholders to you for the accounts of the Underwriters, against
payment of the purchase price therefor by certified or official bank check or
checks in New York Clearing House (next day) funds payable to the order of the
Company in the case of Company Shares and to the order of each of the Selling
Stockholders in the case of the Warrants, delivered to the Company and the
Custodian, respectively, at the office of Latham & Watkins, 650 Town Center
Drive, Twentieth Floor, Costa Mesa, California 92626-1918, at 6:30 A.M., Los
Angeles time, on January __, 1994 (or if the New York or American Stock
Exchanges or commercial banks in The City of New York are





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<PAGE>   6
not open on such day, the next day on which such exchanges and banks are open),
or at such other time not later than seven full business days thereafter as
you, the Company and the Selling Stockholders determine, such time being herein
referred to as the "Closing Date."  The Company agrees that, upon exercise of
the Warrants by the Underwriters, and payment to the Company by the
Underwriters of the full requisite exercise price called for by such Warrants
(such exercise price being set forth on Schedule B hereto), the Company will
immediately issue certificates evidencing the requisite number of Warrant
Shares issuable upon such exercise.  The Firm Shares, in definitive form and in
such denominations and registered in such names as you may request upon at
least two business days' prior notice to the Company and the Selling
Stockholders, will be made available for checking and packaging at the office
of Kidder, Peabody & Co. Incorporated, at least one business day prior to the
Closing Date.

      It is understood that you, acting individually and not in a
representative capacity, may (but shall not be obligated to) make payment to
the Company and the Custodian on behalf of any other Underwriter for the
Securities to be purchased by such Underwriter.  Any such payment by you shall
not relieve any such Underwriter of any of its obligations hereunder.

      5.    COVENANTS.  The Company covenants and agrees with each Underwriter
and the Selling Stockholders that:

            (a)   The Company will cause the Prospectus to be filed as required
      by Section 2(a) hereof (but only if you have not reasonably objected
      thereto by notice to the Company after having been furnished a copy a
      reasonable time prior to filing) and will notify you promptly of such
      filing; it will notify you promptly of the time when any subsequent
      amendment to the Registration Statement has become effective or any
      supplement to the Prospectus has been filed and of any request by the
      Commission for any amendment or supplement to the Registration Statement
      or Prospectus or for additional information; it will prepare and file
      with the Commission, promptly upon your request, any amendments or
      supplements to the Registration Statement or Prospectus that, in your
      opinion, may be necessary or advisable in connection with the
      distribution of the Securities by the Underwriters; it will file no
      amendment or supplement to the Registration Statement or Prospectus
      (other than any document required to be filed under the Exchange Act that
      upon filing is deemed to be incorporated by reference therein) to which
      you shall reasonably object by notice to the Company after having been
      furnished a copy a reasonable time prior to the filing; and it will
      furnish to you at or prior to the filing thereof a copy of any document
      that upon filing is deemed to be incorporated by reference in the
      Registration Statement or Prospectus.

            (b)   The Company will advise you, promptly after it shall receive
      notice or obtain knowledge thereof, of the issuance by the Commission of
      any stop order suspending the effectiveness of the Registration
      Statement, of the suspension of the qualification of the Securities for
      offering or sale in any jurisdiction, or of the initiation or threatening
      of any proceeding for any such purpose; and it will use promptly its best
      efforts to prevent the issuance of any stop order or to obtain its
      withdrawal if such a stop order should be issued.

            (c)   Within the time during which a prospectus relating to the
      Securities is required to be delivered under the Act, the Company will
      comply as far as it is able with all requirements imposed upon it by the
      Act and by the Rules and Regulations, as from time to time in force, so
      far as necessary to permit the continuance of sales of or dealings in the
      Securities as contemplated by the provisions hereof and the Prospectus.
      If during such period any event occurs as a result of which the
      Prospectus as then amended or supplemented would include an untrue
      statement of a material fact or omit to state a material fact necessary
      to make the statements therein, in the light of the circumstances then
      existing, not misleading, or if during such period it is necessary to
      amend or supplement the Registration Statement or Prospectus to comply
      with the Act, the Company will promptly notify you and will promptly
      amend or supplement the Registration Statement or Prospectus (at the
      expense of the Company) so as to correct such statement or omission or
      effect such compliance.





                                          6

<PAGE>   7
            (d)   The Company will use its best efforts to qualify the
      Securities for sale under the securities laws of such jurisdictions as
      you reasonably designate and to continue such qualifications in effect so
      long as required for the distribution.

            (e)   The Company will furnish to you copies of the Registration
      Statement, each Preliminary Prospectus, the Prospectus (including all
      documents incorporated by reference therein) and all amendments and
      supplements to such documents, in each case as soon as available and in
      such quantities as you may from time to time reasonably request.

            (f)   As soon as practicable, but not later than the Availability
      Date (as defined below), the Company will make generally available to its
      Stockholders an earnings statement covering a period of at least 12
      months beginning after the date of this Agreement which will satisfy the
      provisions of Section 11(a) of the Act.  For purposes of the preceding
      sentence "Availability Date" means the 45th day after the end of the
      fourth fiscal quarter following the fiscal quarter that includes the date
      of this Agreement, except that, if such fourth fiscal quarter is the last
      quarter of the Company's fiscal year, "Availability Date" means the 90th
      day after the end of such fourth fiscal quarter.

            (g)   The Company will apply the net proceeds from the sale of the
      Securities to be sold by it hereunder for the purposes set forth in the
      Prospectus.

            (h)   The Company will not, directly or indirectly, offer, sell or
      otherwise dispose of any Common Stock or securities convertible into or
      exchangeable for, or any rights to purchase or acquire, Common Stock of
      the Company prior to the expiration of 90 days from the date of this
      Agreement or establish a "put equivalent position" with respect to Common
      Stock of the Company within the meaning of Rule 16a-1(h) under the
      Exchange Act without your prior written consent; except (i) grants of
      stock options and issuances of Common Stock upon exercise of stock
      options previously granted under existing stock option plans, and (ii)
      issuances of Common Stock pursuant to the exercise of Common Stock
      purchase warrants outstanding on the date hereof.

            (i)   To the extent necessary, the Company hereby consents to the
      transfer of the Warrants to the Underwriters by the Selling Stockholders
      in connection with this Agreement and the Custody Agreement.

      The Company and the Selling Stockholders covenant and agree with one
another and with each Underwriter that, whether or not the transactions
contemplated hereunder are consummated or this Agreement is terminated (i) the
Company will pay the costs and charges of any transfer agent or registrar, and
the cost of preparing stock certificates; (ii) each Selling Stockholder will
pay all necessary transfer taxes in connection with the sale and delivery to
the Underwriters of the Warrants agreed to be sold by such Selling Stockholder
hereunder; and (iii) the Company will pay all other expenses incident to the
performance of its obligations and the obligations of the Selling Stockholders
hereunder, the expenses of printing all documents relating to the offering, and
will reimburse the Underwriters for any expenses (including fees and
disbursements of counsel) incurred by them in connection with the matters
referred to in Section 5(d) hereof and the preparation of memoranda relating
thereto and for any filing fee of the National Association of Securities
Dealers, Inc. relating to the Securities.

      If the sale of the Securities provided for herein is not consummated by
reason of any failure, refusal or inability on the part of the Company or the
Selling Stockholders to perform any agreement on their respective parts to be
performed, or because any other condition of the Underwriters' obligations
hereunder required to be fulfilled by the Company or the Selling Stockholders
is not fulfilled, the Company will reimburse the several Underwriters for all
reasonable out-of-pocket disbursements (including fees and disbursements of
counsel) incurred by the Underwriters in connection with their investigation,
preparing to market and marketing the Securities or in contemplation of
performing their obligations hereunder.  The Company shall not in any event be
liable to any of the Underwriters for loss of anticipated profits from the
transactions covered by this Agreement.





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<PAGE>   8
      6.    CONDITIONS OF UNDERWRITERS' OBLIGATIONS.  The obligations of the
several Underwriters to purchase and pay for the Securities and the Warrants as
provided herein shall be subject to the accuracy, as of the date hereof and the
Closing Date (as if made at the Closing Date), of the representations and
warranties of the Company and the Selling Stockholders herein, to the
performance by the Company and the Selling Stockholders of their respective
obligations hereunder and to the following additional conditions:

            (a)   The Prospectus shall have been filed as required by Section
      2(a) hereof; and no stop order suspending the effectiveness of the
      Registration Statement shall have been issued and no proceeding for that
      purpose shall have been instituted or, to the knowledge of the Company or
      any Underwriter, threatened by the Commission, and any request of the
      Commission for additional information (to be included in the Registration
      Statement or the Prospectus or otherwise) shall have been complied with
      to your satisfaction.

            (b)   No Underwriter shall have advised the Company that the
      Registration Statement or Prospectus, or any amendment or supplement
      thereto, contains an untrue statement of fact that in your reasonable
      opinion is material, or omits to state a fact that in your reasonable
      opinion is material and is required to be stated therein or is necessary
      to make the statements therein not misleading.

            (c)   Except as contemplated in the Prospectus, subsequent to the
      respective dates as of which information is given in the Registration
      Statement and the Prospectus, there shall not have been any adverse
      change, on a consolidated basis, in the capital stock, short-term debt or
      long-term debt of the Company and its subsidiaries, or any adverse
      change, or any development involving a prospective adverse change, in the
      condition (financial or other), business, net worth or results of
      operations of the Company and its subsidiaries or any change in the
      rating assigned to any securities of the Company that, in your judgment,
      makes it impractical or inadvisable to offer or deliver the Securities on
      the terms and in the manner contemplated in the Prospectus.

            (d)   You shall have received the opinion of Gibson, Dunn &
      Crutcher, counsel for the Company, dated the Closing Date, to the effect
      that:

                  (i)   The Company has been duly incorporated and is an
            existing corporation in good standing under the laws of Delaware,
            with full corporate power and authority to conduct its business as
            described in the Registration Statement and Prospectus;

                  (ii)  The Securities to be delivered on the Closing Date and
            all of the outstanding shares of Common Stock of the Company have
            been duly authorized and validly issued, are fully paid and
            non-assessable and conform to the description thereof in the
            Prospectus; and the stockholders of the Company have no preemptive
            rights with respect to the Securities being issued and sold by the
            Company hereunder pursuant to the Company's Certificate of
            Incorporation or by-laws or, to such counsel's knowledge, any other
            instrument to which the Company is a party;

                  (iii)       The Registration Statement has become effective
            under the Act; the Prospectus has been filed as required by Section
            2(a) hereof; to the best knowledge of such counsel no stop order
            suspending the effectiveness of the Registration Statement has been
            issued and no proceeding for that purpose has been instituted or
            threatened by the Commission; and each amendment or supplement
            thereto, on the date of filing thereof with the Commission and at
            the Closing Date, complied as to form in all material respects with
            the requirements of the Act and the Rules and Regulations;

                  (iv)  No facts have come to the attention of such counsel
            which would lead them to believe that either the Registration
            Statement or the Prospectus, or any such amendment or supplement,
            as of such respective dates, contained any untrue statement of a
            material fact or omitted to state any material fact required to be
            stated therein or necessary to make the statements therein, in
            light of the circumstances under which they were made, not
            misleading; and the documents incorporated





                                          8

<PAGE>   9
            by reference in the Registration Statement or Prospectus or any 
            amendment or supplement thereto, when they became effective under 
            the Act or were filed with the Commission under the Exchange Act, 
            as the case may be, complied as to form in all material respects 
            with the requirements of the Act or the Exchange Act, as 
            applicable, and the rules and regulations of the Commission 
            thereunder; it being understood that such counsel need express no 
            opinion as to the financial statements or other financial data
            included in any of the documents mentioned in this clause;

                  (v)   Except as set forth in the Prospectus, to the knowledge
            of such counsel there are no contracts or agreements between the
            Company and any person granting such person the right to require
            the Company to file a registration statement under the Act with
            respect to any securities of the Company owned or to be owned by
            such person or to require the Company to include such securities in
            the Securities registered pursuant to the Registration Statement or
            in any securities being registered pursuant to any other
            registration statement filed by the Company under the Act;

                  (vi)  No consent, approval, authorization or order of, or
            filing with, any governmental agency or body or any court is
            required to be obtained by the Company in connection with the
            issuance or sale of the Securities by the Company in accordance
            with this Agreement, except such as have been obtained and made
            under the Act and such as may be required under state securities
            laws;

                  (vii) The execution and delivery of this Agreement, the
            issuance and sale of the Securities in accordance with this
            Agreement and in compliance with the terms of this Agreement will
            not result in a breach or violation of any of the terms and
            provisions of, or constitute a default under, any statute, any
            rule, regulation or any order known to such counsel of any
            governmental agency or body or any court having jurisdiction over
            the Company or any subsidiary of the Company or any of their
            properties (except that no opinion need be expressed in this
            paragraph (vii) as to compliance with the Act, or the Exchange Act
            and the Rules and Regulations promulgated thereunder, or as to
            state securities or blue sky laws), or any agreement or instrument
            set forth on a schedule attached to such opinion which the Company
            or any such subsidiary is a party or by which the Company or any
            such subsidiary is bound or to which any of the properties of the
            Company or any such subsidiary is subject, or the Certificate of
            Incorporation or by-laws of the Company, and the Company has full
            power and authority to authorize, issue and sell the Securities as
            contemplated by this Agreement;

                  (viii)  The Warrants have been duly authorized, executed
            and delivered by, and are valid and binding obligations of, the
            Company and, when delivered in accordance with the terms of this
            Agreement and the Custody Agreement, will entitle the Underwriters
            to purchase their respective portions of the Warrant Shares upon
            payment to the Company of applicable exercise price; the Warrant
            Shares to be purchased from the Company pursuant to the exercise of
            the Warrants by the Underwriters have been duly authorized, and,
            when issued and delivered by the Company against payment therefor
            in accordance with the terms of the Warrants, will be validly
            issued, fully paid and nonassessable;

            (e)   You shall have received the opinion of Pillsbury Madison &
      Sutro, counsel for the Selling Stockholders, dated the Closing Date, to
      the effect that:

                  (i)   Each Selling Stockholder that is a corporation has been
            duly incorporated and is an existing corporation in good standing
            under the laws of its jurisdiction of incorporation;

                  (ii)  Each Selling Stockholder has valid and unencumbered
            title to the number of Warrants set forth opposite such Selling
            Stockholder's name on Schedule B hereto and full right, power and
            authority to enter into this Agreement and to sell, assign,
            transfer and deliver such Warrants hereunder, and upon delivery of
            and payment for such Warrants hereunder, the Underwriters shall





                                          9

<PAGE>   10
            have acquired valid and unencumbered title thereto, assuming the
            Underwriters purchase such Warrants without actual knowledge of 
            any lien, encumbrance, equity, claim or other "Adverse Claims" 
            (as such term is defined in Article 8-302 of the New York Uniform 
            Commercial Code);

                  (iii)   No consent, approval, authorization or order of,
            or filing with, any governmental agency or body or any court is
            required to be obtained or made by any Selling Stockholder for the
            consummation of the transactions contemplated by this Agreement in
            connection with the sale of the Warrants to be sold by such Selling
            Stockholder, except such as have been obtained and made under the
            Act and such as may be required under state securities laws;

                  (iv)   This Agreement has been duly executed and delivered
            by one of the Attorneys-in-fact on behalf of each Selling
            Stockholder; such Attorneys-in-fact have been duly and validly
            authorized to carry out all transactions contemplated herein on
            behalf of each Selling Stockholder; and the execution, delivery and
            performance of this Agreement by the Selling Stockholders and the
            consummation by the Selling Stockholders of the transactions herein
            contemplated will not result in a breach or violation of any of the
            terms or provisions of, or constitute a default under, any statute,
            rule, regulation or order of any governmental agency or body or any
            court having jurisdiction over such Selling Stockholder or any of
            its properties, any material agreement or instrument to which such
            Selling Stockholder is a party or by which such Selling Stockholder
            is bound or to which any of the properties of such Selling
            Stockholder is subject, or if such Selling Stockholder is a
            corporation, the articles of incorporation or bylaws of such
            Selling Stockholder; and

                  (v)   The Custody Agreement executed and delivered by each
            Selling Stockholder is a valid and binding obligation of such
            Selling Stockholder and is enforceable against each such Selling
            Stockholder in accordance with its terms.

      In rendering their opinion to you, Pillsbury Madison & Sutro may rely, to
      the extent recited therein, upon certificates, opinions and written
      statements of officers of the Selling Stockholders.

            (f)   You shall have received the opinion of Robert L. Erickson,
      counsel for the Company, dated the Closing Date, to the effect that:

                  (i)   The Company is duly qualified to do business in each
            jurisdiction in which it owns or leases real property or in which
            the conduct of its business requires such qualification, except
            where the failure to be so qualified does not involve a material
            risk to the business, properties, financial position or results of
            operations of the Company and its subsidiaries taken as a whole;

                  (ii)   WDS, WDM and WDI have been duly incorporated and are
            existing corporations in good standing under the laws of the
            jurisdiction of their incorporation, with corporate power and
            authority to own their properties and conduct their business as
            described in the Prospectus;

                  (iii)   All of the outstanding shares of capital stock of
            WDS, WDM and WDI have been duly authorized and validly issued, are
            fully paid and non-assessable and (except as otherwise stated in
            the Registration Statement) are owned beneficially by the Company
            subject to no security interest, other encumbrance or adverse
            claim;

                  (iv)   The execution and delivery of this Agreement and the
            issuance and sale of the Securities in accordance with this
            Agreement and in compliance with its terms will not result in a
            breach or violation of any of the terms and provisions of, or
            constitute a default under, the charter or by-laws of WDS, WDM or
            WDI; and

                  (v)   Such counsel does not know of any legal or governmental
            proceedings required to be described in the Registration Statement
            or Prospectus which are not described as required or of





                                         10

<PAGE>   11
            any contracts or documents of a character required to be described 
            in the Registration Statement or Prospectus or to be filed as 
            exhibits to the Registration Statement which are not described and 
            filed as required.

            (g)   You shall have received from Latham & Watkins, counsel for
      the Underwriters, such opinion or opinions, dated the Closing Date, with
      respect to the incorporation of the Company, the validity of the
      Securities, the Registration Statement, the Prospectus and other related
      matters as you reasonably may request, and such counsel shall have
      received such papers and information as they request to enable them to
      pass upon such matters.

            (h)   At the time of execution of this Agreement and at the Closing
      Date, you shall have received a letter from KPMG Peat Marwick, dated the
      date of delivery thereof, to the effect set forth in Exhibit I hereto.

            (i)   You shall have received from the Company a certificate,
      signed by the President or a Vice President and by the principal
      financial or accounting officer of the Company, dated the Closing Date,
      to the effect that, to the best of their knowledge based upon reasonable
      investigation:

                  (i)   The representations and warranties of the Company in
            this Agreement are true and correct, as if made at and as of the
            Closing Date, and the Company has complied with all the agreements
            and satisfied all the conditions on its part to be performed or
            satisfied at or prior to the Closing Date;

                  (ii)   No stop order suspending the effectiveness of the
            Registration Statement has been issued, and no proceeding for that
            purpose has been instituted or is threatened by the Commission; and

                  (iii)   Since the effective date of the Registration
            Statement, there has occurred no event required to be set forth in
            an amendment or supplement to the Registration Statement or
            Prospectus that has not been so set forth, and there has been no
            document required to be filed under the Exchange Act and the Rules
            and Regulations of the Commission thereunder that upon such filing
            would be deemed to be incorporated by reference in the Prospectus
            that has not been so filed.

            (j)   The representations and warranties of such Selling
      Stockholder in this Agreement are true and correct, as if made at and as
      of the Closing Date, and such Selling Stockholder has complied with all
      the agreements and satisfied all the conditions to be performed or
      satisfied by such Selling Stockholder at or prior to the Closing Date.

            (k)   Each Selling Stockholder shall have delivered to you on or
      prior to the Closing Date a properly completed and executed United States
      Treasury Department Form W-9 (or other applicable form or statement
      specified by Treasury Department regulations).

            (l)   All of the Securities shall be tendered for delivery in
      accordance with the terms and provisions of this Agreement.

All such opinions, certificates, letters, forms and other documents will be in
compliance with the provisions hereof only if they are satisfactory in form and
substance to you.  The Company and the Selling Stockholders will furnish you
with such conformed copies of such opinions, certificates, letters, forms and
other documents as you shall reasonably request.

      7.    INDEMNIFICATION AND CONTRIBUTION.  (a)  The Company will indemnify
and hold harmless each Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions





                                         11

<PAGE>   12
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any part of the
registration statement when such part became effective, or in the Registration
Statement, any Preliminary Prospectus, the Prospectus, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse
each Underwriter for any legal or other expenses reasonably incurred by it in
connection with investigating or defending against such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information relating to and
furnished by you, or by any Underwriter through you, to the Company
specifically for use in the preparation thereof; and provided further that the
Company shall not be liable to any Underwriter under the indemnity agreement in
this subsection with respect to any Preliminary Prospectus to the extent that
any such loss, claim, damage or liability of such Underwriter results solely
from an untrue statement of a material fact contained in, or the omission of a
material fact from, such Preliminary Prospectus which untrue statement or
omission was corrected in the Prospectus, if the Company shall sustain the
burden of proving that such Underwriter sold Shares to the person alleging such
loss, claim, damage or liability without sending or giving, at or prior to the
written confirmation of such sale, a copy of the Prospectus (exclusive of the
documents incorporated by reference therein) (or of the Prospectus as then
amended or supplemented (exclusive of the documents incorporated by reference
therein) if the Company had previously furnished copies thereof to such
Underwriter).

            (b)   Each Selling Stockholder, severally in proportion to the
      number of Warrants to be sold by such Selling Stockholder hereunder, will
      indemnify and hold harmless each Underwriter against any losses, claims,
      damages or liabilities, joint or several, to which such Underwriter may
      become subject, under the Act or otherwise, insofar as such losses,
      claims, damages or liabilities (or actions in respect thereof) arise out
      of or are based upon an untrue statement or alleged untrue statement of a
      material fact contained in any part of the registration statement when
      such part became effective, or in the Registration Statement, any
      Preliminary Prospectus, the Prospectus, or any amendment or supplement
      thereto, or arise out of or are based upon the omission or alleged
      omission to state therein a material fact required to be stated therein
      or necessary to make the statements therein not misleading, and will
      reimburse each Underwriter for any legal or other expenses reasonably
      incurred by it in connection with investigating or defending against such
      loss, claim, damage, liability or action as such expenses are incurred;
      provided, however, that (i) no Selling Stockholder shall be liable in any
      such case except to the extent that such untrue statement or alleged
      untrue statement or omission or alleged omission was made in reliance
      upon and in conformity with the written information furnished to the
      Company by such Selling Stockholder specifically for use therein as
      specified in Section 3(g) hereof; (ii) no Selling Stockholder shall be
      liable in any such case to the extent that any such loss, claim, damage
      or liability arises out of or is based upon an untrue statement or
      alleged untrue statement or omission or alleged omission made therein in
      reliance upon and in conformity with written information relating to and
      furnished by you, or by any Underwriter through you, to the Company
      specifically for use in the preparation thereof; and (iii) no Selling
      Stockholder shall be liable to any Underwriter under the indemnity
      agreement in this subsection with respect to any Preliminary Prospectus
      to the extent that any such loss, claim, damage or liability of such
      Underwriter results solely from an untrue statement of a material fact
      contained in, or the omission of a material fact from, such Preliminary
      Prospectus which untrue statement or omission was corrected in the
      Prospectus, if such Selling Stockholder shall sustain the burden of
      proving that such Underwriter sold Shares to the person alleging such
      loss, claim, damage or liability without sending or giving, at or prior
      to the written confirmation of such sale, a copy of the Prospectus
      (exclusive of the documents incorporated by reference therein) (or of the
      Prospectus as then amended or supplemented (exclusive of the documents
      incorporated by reference therein) if the Company had previously
      furnished copies thereof to such Underwriter).  In no event shall the
      liability of any Selling Stockholder under this Section 7 be greater in
      amount than the dollar amount of the proceeds received by such Selling
      Stockholder upon the sale of the Warrants giving rise to such
      indemnification obligation.





                                         12

<PAGE>   13
            (c)   Each Underwriter will indemnify and hold harmless the Company
      and each Selling Stockholder against any losses, claims, damages or
      liabilities, joint or several, to which the Company or such Selling
      Stockholder may become subject, under the Act or otherwise, insofar as
      such losses, claims, damages or liabilities (or actions in respect
      thereof) arise out of or are based upon an untrue statement or alleged
      untrue statement of a material fact contained in any part of the
      registration statement when such part became effective, or in the
      Registration Statement, any Preliminary Prospectus, the Prospectus, or
      any amendment or supplement thereto, or arise out of or are based upon
      the omission or alleged omission to state therein a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading, in each case to the extent, but only to the extent, that
      such untrue statement or alleged untrue statement or omission or alleged
      omission was made therein in reliance upon and in conformity with written
      information relating to and furnished by you, or by such Underwriter
      through you, to the Company specifically for use in the preparation
      thereof; and will reimburse the Company and each Selling Stockholder for
      any legal or other expenses reasonably incurred by the Company or such
      Selling Stockholder in connection with investigating or defending against
      any such loss, claim, damage, liability or action as such expenses are
      incurred.

            (d)   Promptly after receipt by an indemnified party under
      subsection (a), (b) or (c) above of notice of the commencement of any
      action, such indemnified party shall, if a claim in respect thereof is to
      be made against the indemnifying party under such subsection, notify the
      indemnifying party in writing of the commencement thereof; but the
      omission so to notify the indemnifying party shall not relieve it from
      any liability that it may have to any indemnified party otherwise than
      under such subsection, except to the extent the indemnifying party is
      materially prejudiced by reason of such omission.  In case any such
      action shall be brought against any indemnified party, and it shall
      notify the indemnifying party of the commencement thereof, the
      indemnifying party shall be entitled to participate in, and, to the
      extent that it shall wish, jointly with any other indemnifying party
      similarly notified, to assume the defense thereof, with counsel
      satisfactory to such indemnified party (who shall not, except with the
      consent of the indemnified party, be counsel to the indemnifying party),
      and after notice from the indemnifying party to such indemnified party of
      its election so to assume the defense thereof, the indemnifying party
      shall not be liable to such indemnified party under such subsection for
      any legal or other expenses subsequently incurred by such indemnified
      party in connection with the defense thereof other than reasonable costs
      of investigation.

            (e)   If the indemnification provided for in this Section 7 is
      unavailable or insufficient to hold harmless an indemnified party under
      subsection (a), (b) or (c) above, then each indemnifying party shall
      contribute to the amount paid or payable by such indemnified party as a
      result of the losses, claims, damages or liabilities referred to in
      subsection (a), (b) or (c) above, (i) in such proportion as is
      appropriate to reflect the relative benefits received by the Company and
      the Selling Stockholders on the one hand and the Underwriters on the
      other from the offering of the Securities or (ii) if the allocation
      provided by clause (i) above is not permitted by applicable law, in such
      proportion as is appropriate to reflect not only the relative benefits
      referred to in clause (i) above but also the relative fault of the
      Company and the Selling Stockholders on the one hand and the Underwriters
      on the other in connection with the statements or omissions that resulted
      in such losses, claims, damages or liabilities, as well as any other
      relevant equitable considerations.  The relative benefits received by the
      Company and the Selling Stockholders on the one hand and the Underwriters
      on the other shall be deemed to be in the same proportion as the total
      net proceeds from the offering (before deducting expenses) received by
      the Company and the Selling Stockholders bear to the total underwriting
      discounts and commissions received by the Underwriters, in each case as
      set forth in the table on the cover page of the Prospectus.  The relative
      fault shall be determined by reference to, among other things, whether
      the untrue or alleged untrue statement of a material fact or the omission
      or alleged omission to state a material fact relates to information
      supplied by the Company or the Selling Stockholders on the one hand or
      the Underwriters on the other and the parties' relative intent,
      knowledge, access to information and opportunity to correct or prevent
      such untrue statement or omission.  The Company, each of the Selling
      Stockholders and the Underwriters agree that it would not be just and
      equitable if contributions





                                         13

<PAGE>   14
      pursuant to this subsection (e) were to be determined by pro rata
      allocation (even if the Underwriters were treated as one entity for such
      purpose) or by any other method of allocation that does not take account
      of the equitable considerations referred to in the first sentence of this
      subsection (e).  The amount paid by an indemnified party as a result of
      the losses, claims, damages or liabilities referred to in the first
      sentence of this subsection (e) shall be deemed to include any legal or
      other expenses reasonably incurred by such indemnified party in
      connection with investigating or defending against any action or claim
      that is the subject of this subsection (e).  Notwithstanding the
      provisions of this subsection (e), (i) no Underwriter shall be required
      to contribute any amount in excess of the amount by which the total price
      at which the Securities underwritten by it and distributed to the public
      were offered to the public exceeds the amount of any damages that such
      Underwriter has otherwise been required to pay by reason of such untrue
      or alleged untrue statement or omission or alleged omission and (ii) no
      Selling Stockholder shall be required to contribute any amount in excess
      of the amount by which the total proceeds from the sale of Warrants
      pursuant to this Agreement received by such Selling Stockholder exceeds
      the amount of any damages which such Selling Stockholder has otherwise
      been required to pay by reason of such untrue or alleged untrue statement
      or omission or alleged omission.  No person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Act) shall
      be entitled to contribution from any person who was not guilty of such
      fraudulent misrepresentation.  The Underwriters' obligation in this
      subsection (e) to contribute are several in proportion to their
      respective underwriting obligations and not joint.

            (f)   The obligations of the Company and each of the Selling
      Stockholders under this Section 7 shall be in addition to any liability
      that the Company and each of the Selling Stockholders may otherwise have
      and shall extend, upon the same terms and conditions, to each person, if
      any, who controls any Underwriter within the meaning of the Act; and the
      obligations of the Underwriters under this Section 7 shall be in addition
      to any liability that the respective Underwriters may otherwise have and
      shall extend, upon the same terms and conditions, to each director of the
      Company (including any person who, with his consent, is named in the
      Registration Statement as about to become a director of the Company), to
      each officer of the Company who has signed the Registration Statement and
      to each person, if any, who controls the Company or any Selling
      Stockholder within the meaning of the Act.  Nothing contained in this
      Section 7 shall affect the validity of existing agreements among the
      Company and the Selling Stockholders, including, without limitation, the
      indemnification provisions contained in (i) the Warrant Agreement dated
      as of October 31, 1991, as amended, among the Company, Bank of America
      National Trust and Savings Association, individually and as agent, and
      the other banks named therein, (ii) the Warrant Agreement dated as of
      November 6, 1991, as amended, among the Company, Citicorp North America,
      Inc., individually and as agent, and the banks named therein and (iii)
      the Warrant Agreement dated as of July 23, 1993, among the Company,
      Citibank, N.A., and Citicorp North America Inc.

      8.    REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY.  All
representations, warranties and agreements of the Company or the Selling
Stockholders herein or in certificates delivered pursuant hereto, and the
agreements of the several Underwriters contained in Section 7 hereof, shall
remain operative and in full force and effect regardless of any investigation
made by or on behalf of any Underwriter or any controlling persons, or by or on
behalf of any Selling Stockholder or any controlling persons, or the Company,
or any of its officers, directors or any controlling persons, and shall survive
delivery of and payment for the Securities hereunder.

      9.    SUBSTITUTION OF UNDERWRITERS.  (a) If any Underwriter or
Underwriters shall fail to take up and pay for the number of Securities agreed
by such Underwriter or Underwriters to be purchased hereunder, upon tender of
such Securities in accordance with the terms hereof, and the number of
Securities not purchased does not aggregate more than 10% of the total number
of Securities that the Underwriters are obligated to purchase hereunder at the
Closing Date, the remaining Underwriters shall be obligated to take up and pay
for (in proportion to their respective underwriting obligations hereunder as
set forth in Schedule A hereto except as may otherwise be determined by you)
the Securities that the withdrawing or defaulting Underwriter or Underwriters
agreed but failed to purchase.





                                         14

<PAGE>   15
            (b)   If any Underwriter or Underwriters shall fail to take up and
      pay for the number of Securities agreed by such Underwriter or
      Underwriters to be purchased hereunder, upon tender of such Securities in
      accordance with the terms hereof, and the number of Securities not
      purchased aggregates more than 10% of the total number of Securities that
      the Underwriters are obligated to purchase hereunder at the Closing Date
      and arrangements satisfactory to you, the Company and the Selling
      Stockholders for the purchase of such Securities by other persons are not
      made within 36 hours thereafter, this Agreement shall terminate.  In the
      event of any such termination neither the Company nor the Selling
      Stockholders shall be under any liability to any Underwriter with respect
      to Securities not purchased by reason of such termination (except to the
      extent provided in the penultimate paragraph of Section 5 hereof and in
      Section 7 hereof) nor shall any Underwriter (other than an Underwriter
      who shall have failed, otherwise than for some reason permitted under
      this Agreement, to purchase the number of Securities agreed by such
      Underwriter to be purchased hereunder) be under any liability to the
      Company or the Selling Stockholders with respect to such Securities
      (except to the extent provided in Section 7 hereof).

      10.   TERMINATION.  You shall have the right by giving notice as
hereinafter specified at any time at or prior to the Closing Date, to terminate
this Agreement if (i) the Company or the Selling Stockholders shall have
failed, refused or been unable, at or prior to the Closing Date, to perform any
agreement on their respective parts to be performed hereunder, (ii) any other
condition of the Underwriters' obligations hereunder is not fulfilled at the
appropriate time, (iii) trading on the New York Stock Exchange or the American
Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices
for trading shall have been fixed, or maximum ranges for prices for securities
shall have been required, on the New York Stock Exchange or the American Stock
Exchange, by such Exchange or by order of the Commission or any other
governmental authority having jurisdiction, (v) a banking moratorium shall have
been declared by Federal or New York authorities, or (vi) an outbreak or
material escalation of major hostilities in which the United States is
involved, a declaration of war by Congress, any other substantial national or
international calamity or any other event or occurrence of a similar character
shall have occurred since the execution of this Agreement that, in your
judgment, makes it impractical or inadvisable to proceed with the completion of
the sale of and payment for the Securities.  Any such termination shall be
without liability of any party to any other party with respect to Securities
not purchased by reason of such termination except that the provisions of
Section 7 and of the last two paragraphs of Section 5 hereof shall at all times
be effective.  If you elect to terminate this Agreement as provided in this
Section, the Company and the Selling Stockholders shall be notified promptly by
you by telephone, telex or telecopy, confirmed by letter.

      11.   NOTICES.  All notices or communications hereunder, except as herein
otherwise specifically provided, shall be in writing and if sent to you shall
be mailed, delivered, telexed or telecopied and confirmed to you c/o Kidder,
Peabody & Co. Incorporated, at 10 Hanover Square, New York, New York 10005, or
if sent to the Company, shall be mailed, delivered, telexed or telecopied and
confirmed to the Company at 8105 Irvine Center Drive, Irvine, California 92718
or if sent to any of the Selling Stockholders, shall be mailed, delivered,
telexed or telecopied and delivered to such Selling Stockholders c/o Pillsbury
Madison & Sutro, 235 Montgomery Street, San Francisco, California 94104,
Attention: Michael J. Sullivan.  Notice to any Underwriter pursuant to Section
7 shall be mailed, delivered, telexed or telecopied and confirmed to such
Underwriter's address as it appears in such Underwriter's questionnaire or
other notice furnished to the Company in writing for the purpose of
communications hereunder.  Any party to this Agreement may change such address
for notices by sending to the parties to this Agreement written notice of a new
address for such purpose.

      12.   PARTIES.  This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
controlling persons, officers and directors referred to in Section 7, and no
other person will have any right or obligation hereunder.

      In all dealings with the Company and the Selling Stockholders under this
Agreement, you shall act on behalf of each of the several Underwriters, and any
action under this Agreement taken by you jointly or by Kidder, Peabody & Co.
Incorporated will be binding upon all the Underwriters.





                                         15

<PAGE>   16
      13.   APPLICABLE LAW.  This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.

      14.  OVERALLOTMENT OPTION.  (a) In addition to the Company Shares and the
Warrants being sold by the Company and the Selling Stockholders, respectively,
and described in Section 1 hereof (which are referred to herein as the "Firm
Shares"), the Underwriters, at their option, shall have the right to purchase
from the Company up to an aggregate of 918,745 Optional Shares.  The first
three paragraphs of Section 4 hereof shall be deemed to apply only to the
purchase, sale and delivery of the Firm Shares.  References in those two
paragraphs hereto to the "Securities" shall be deemed to be references to the
"Firm Shares"; except as otherwise provided in this Section 14, other
references in this Agreement to the "Securities" shall be deemed to include the
Firm Shares and the Optional Shares.

            (b)   Upon written notice from you given to the Company not more
      than 30 days subsequent to the date of the initial public offering of the
      Securities, the Underwriters may purchase all or less than all of the
      Optional Shares at the purchase price per share to be paid for the
      Company Shares.  The Company agrees to sell to the Underwriters the
      number of Optional Shares specified in such notice and the Underwriters
      agree, severally and not jointly, to purchase such Optional Shares.  Such
      Optional Shares shall be purchased from the Company for the account of
      each Underwriter in the same proportion as the number of Firm Shares in
      Schedule A hereto set forth opposite such Underwriter's name bears to the
      total number of Firm Shares (subject to adjustment by you to eliminate
      fractions) and may be purchased by the Underwriters only for the purpose
      of covering overallotments made in connection with the sale of the Firm
      Shares.  No Optional Shares shall be sold or delivered unless the Firm
      Shares previously have been, or simultaneously are, sold and delivered.
      The right to purchase the Optional Shares or any portion thereof may be
      surrendered and terminated at any time upon notice by you to the Company.
      "The Closing Date," as defined in Section 4 hereof, shall be deemed to be
      the "First Closing Date," and the time for the delivery of and payment
      for the Optional Shares is herein referred to as the "Second Closing
      Date" (which may be the First Closing Date).  The Second Closing Date
      shall be determined by you but shall be not later than 10 days after you
      give to the Company written notice of election to purchase Optional
      Shares.  The preparation, registration, checking and delivery of, and
      payment for, the Optional Shares shall occur or be made in the same
      manner as provided in Section 4 hereof for the Firm Shares, except as you
      and the Company may otherwise agree.

            (c)   The conditions to the Underwriters' obligations set forth in
      Section 6 shall be deemed to be conditions to the Underwriters'
      obligations to purchase and pay for the Securities to be purchased on
      each of the First Closing Date and the Second Closing Date, as the case
      may be; references in that Section and in Sections 2, 3, 9 and 10 hereof
      to the "Closing Date" shall be deemed to be references to the First
      Closing Date or the Second Closing Date, as the case may be, and
      references to the "Securities" in Section 6 hereof shall be deemed to be
      references to the Securities to be purchased at such Closing Date.  A
      termination of this Agreement as to the Optional Shares after the First
      Closing Date will not terminate this Agreement as to the Firm Shares.

                               _________________





                                         16

<PAGE>   17
      If the foregoing correctly sets forth the understanding among the
Company, the Selling Stockholders and the several Underwriters, please so
indicate in the space provided below for that purpose, whereupon this letter
shall constitute a binding agreement among the Company, each Selling
Stockholder and the several Underwriters.

                                 Very truly yours,
                                           
                                 WESTERN DIGITAL CORPORATION


                                 By: ________________________________________
        
                                 Its: _______________________________________


                                 SELLING STOCKHOLDERS LISTED ON SCHEDULE B 
                                 HERETO


                                 By: ________________________________________
                                 
                                 Its: Attorney-in-Fact


ACCEPTED as of the date first above written

      KIDDER, PEABODY & CO. INCORPORATED


      By: _____________________________________________

      Its: ____________________________________________


      SALOMON BROTHERS INC



      By: _____________________________________________

      Its: ____________________________________________

<PAGE>   18
                                   SCHEDULE A



<TABLE>
<CAPTION>
                                                                   Number of
                                                                   Warrants
                                                                 (exercisable
                                                                     into
                                                                 the number of        Total
                                                  Number of      Warrant Shares     Number of
            Underwriter                        Company Shares      indicated)      Firm Shares
            -----------                        --------------    --------------    -----------
<S>                                            <C>               <C>               <C>
Kidder, Peabody & Co. Incorporated  . . . . . 
Salomon Brothers Inc  . . . . . . . . . . . .                                                 
                                               --------------    --------------    -----------
      Total . . . . . . . . . . . . . . . . .     5,000,000         1,124,966       6,124,966
                                               ==============    ==============    ===========
</TABLE>






                                         A-1

<PAGE>   19
                                   SCHEDULE B


<TABLE>
<CAPTION>
                                                                        Warrants
                                                                     (exercisable        Number of      Number of
                                                                    into the number      Warrants       Warrants         Total
                                                                       of Warrant       Exercisable    Exercisable    Exercise Price
                                                                   Shares indicated)    at $2.3537      at $0.10       for Warrants
                                                                   -----------------    -----------    -----------    --------------
<S>                                                                      <C>              <C>            <C>          <C>
Selling Stockholders:                                   
- --------------------                                    
Bank of America NT & SA                                                  328,997          164,498        164,499      $  403,628.74
                                                        
Citibank, N.A.                                                           223,072           37,386        185,686         106,564.03
                                                        
Berliner Handels-und Frankfurter Bank                                     89,726           44,863         44,863         110,080.34
                                                                 
The HongKong and Shanghai Banking Corporation Limited                     89,726           44,863         44,863         110,080.34
                                                                 
Credit Lyonnais                                                           59,817           29,908         29,909          73,385.36
                                                                 
Den Danske Bank                                                           59,817           29,908         29,909          73,385.36
                                                                 
Royal Bank of Canada                                                      59,817           29,908         29,909          73,385.36
                                                                 
Union Bank of Switzerland                                                 49,507           24,753         24,754          60,736.54
                                                                                                                       
J.P. Morgan Delaware                                                      44,863           22,431         22,432          55,039.05
                                                                 
Morgan Guaranty Trust Company of New York                                 44,863           22,431         22,432          55,039.05
                                                                 
Banque Nationale de Paris                                                 29,909           14,954         14,955          36,692.73
                                                                 
Deutsche Bank AG                                                          29,909           14,954         14,955          36,692.73
                                                                                          
Sanwa Bank                                                                14,943            7,471          7,472          18,331.69
                                                                       ---------         --------       --------      -------------
            Total . . . . . . . . . . . . . . . . . . . . . . . .      1,124,966          488,328        636,638      $1,213,041.32
                                                                       =========         ========       ========      =============
</TABLE>
                                                         





                                         B-1

<PAGE>   20
                                   EXHIBIT I

      (1)   They are independent certified public accountants with respect to
the Company and its subsidiaries within the meaning of the Act and the Rules
and Regulations and the answer to Item 10 of the Registration Statement form is
correct insofar as it relates to them.

      (2)   In their opinion, the financial statements and schedules examined
by them and included or incorporated by reference in the Registration Statement
and Prospectus comply as to form in all material respects with the applicable
accounting requirements of the Act or the Exchange Act, as applicable, and the
published rules and regulations of the Commission thereunder.

      (3)   On the basis of procedures referred to in such letter, including a
reading of the latest available interim financial statements of the Company and
inquiries of officials of the Company responsible for financial and accounting
matters, nothing caused them to believe that:

            (A)   the unaudited information with respect to the results of
      operations and financial position for and at the end of each of the
      fiscal years in the period ended June 30, 1993 included or incorporated
      by reference in the Company's Annual Report on Form 10-K for the fiscal
      year ended June 30, 1993 does not comply as to form in all material
      respects with the applicable accounting requirements of the Exchange Act
      and the published rules and regulations of the Commission thereunder, is
      not fairly stated in all material respects in relation to the audited
      financial statements from which it has been derived, or does not agree
      with the corresponding amounts in the audited financial statements for
      each of the years then ended;

            (B)   the unaudited information with respect to the results of
      operations and financial position for and at the end of each of the five
      years in the period ended June 30, 1993 included in the Prospectus under
      the caption "Summary Financial Information" does not comply as to form in
      all material respects with the applicable accounting requirements of the
      Act and the Rules and Regulations, is not fairly stated in all material
      respects in relation to the audited financial statements from which it
      has been derived, or does not agree with the corresponding amounts in the
      audited financial statements for each of the years then ended;

            (C)   the unaudited financial statements included in the Company's
      Quarterly Report on Form 10-Q for the fiscal quarters ended September 25,
      1993 and December 26, 1993 do not comply as to form in all material
      respects with the applicable accounting requirements of the Exchange Act
      and the published rules and regulations of the Commission thereunder or
      are not in conformity with generally accepted accounting principles
      applied on a basis substantially consistent with that of the audited
      financial statements included in the Company's Annual Report on Form 10-K
      for the year ended June 30, 1993;

            (D)   the unaudited information with respect to the results of
      operations and financial position for and at the end of the six months
      ended December 26, 1992, and December 26, 1993 included in the Prospectus
      under the caption "Summary Financial Information" does not comply as to
      form in all material respects with the applicable accounting requirements
      of the Act and the Rules and Regulations or does not agree with the
      corresponding amounts in the unaudited financial statements referred to
      in clause (C) above;

            (E)   the unaudited information with respect to the quarterly
      operating data at the end of each of the six fiscal quarters ended
      December 26, 1993 included in the Prospectus under the caption "Quarterly
      Financial Data" does not agree with the corresponding amounts in the
      unaudited financial statements referred to in clause (c) above.

<PAGE>   21
            (F)   at the date of the latest available internal balance sheet of
      the Company and at a subsequent specified date not more than five days
      prior to the date of such letter, there was any change in the capital
      stock, short-term debt or long-term debt of the Company and its
      subsidiaries consolidated or any decrease in consolidated net current
      assets or net assets as compared with amounts shown in the December 26,
      1993 balance sheet included in the Prospectus, except in all cases for
      changes or decreases that the Prospectus discloses have occurred or may
      occur or as may be set forth in such letter; or

            (G)   for the period from December 26, 1993 to the date of the
      latest available internal balance sheet of the Company and to a
      subsequent specified date not more than five days prior to the date of
      such letter, there was any decrease, as compared with the corresponding
      period of the previous year, in consolidated -- net sales -- operating
      revenues -- or in the total or per share amounts of income before
      extraordinary items or of net income, except in all cases for changes or
      decreases that the Prospectus discloses have occurred or may occur or as
      may be set forth in such letter.

      (4)   In addition to their examination referred to in their report
incorporated by reference in the Registration Statement and Prospectus and the
procedures referred to in (4) above, they have carried out certain other
specified procedures, not constituting an audit, with respect to the dollar
amounts, percentages and other financial information (in each case to the
extent that such dollar amounts, percentages and other financial information
are derived, directly or by analysis or computation, from the general
accounting records of the Company and its subsidiaries) that are included or
incorporated by reference in the Prospectus and appear in the Prospectus, and
have found such dollar amounts, percentages and financial information to be in
agreement with the general accounting records of the Company and its
subsidiaries.

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



                                         I-2



<PAGE>   1
                                                                  EXHIBIT 1.2

                               CUSTODY AGREEMENT


Western Digital Corporation
8105 Irvine Center Drive
Irvine, California  92718
Attention: James R. Eckstaedt

          The undersigned ("Holder") is a holder of certain warrants to
purchase shares of Common Stock, $.10 par value ("Common Stock") of Western
Digital Corporation, a Delaware corporation (the "Company").  (As used herein,
the term "Warrant Shares" shall mean that number of shares of Common Stock
which may be purchased upon the exercise of warrants held by Holder as set
forth on the signature page hereof; and the term "Warrants" shall mean the
warrants corresponding to the Warrant Shares.)

          The Company has filed a Registration Statement on Form S-3
(Registration No. 33-51695) (the "Registration Statement") covering a proposed
public offering of 6,124,966 shares of Common Stock to be underwritten by
Kidder, Peabody & Co. Incorporated and Salomon Brothers Inc (and such other
underwriters, if any, who may join in a syndicate of underwriters to be managed
by such named underwriters) (the "Underwriters"), plus up to an additional
918,745 shares covered by an over-allotment option to be granted to the
Underwriters.  Holder has certain registration rights with respect to the
Warrant Shares.

          In order to facilitate
 participation by Holder in the Registration
Statement, Holder hereby agrees as follows:

                          1.      Warrant Agreement; Warrant Shares and
Exercise Price.  Holder's Warrants were issued pursuant to the "Warrant 
Agreement," which is (i) the Warrant Agreement dated as of November 6, 1991 by
and among the Company, Citibank, N.A. ("Citibank"), and Citicorp North America,
Inc. ("Citicorp"), individually and as agent for itself and Citibank, or  (ii)
the Warrant Agreement dated as of July 23, 1993 by and among the Company, 
Citibank, N.A., and Citicorp, individually and as agent for  itself and
Citibank, or (iii) the Warrant Agreement dated as of  October 31, 1991 by and
among the Company, Bank of America National Trust and  Savings Association,
individually and as agent, and the banks named therein,  each of such Warrant
Agreements as amended by that certain Amendment to Warrant Agreement dated as
of December 22, 1993 by and among the Company,  Citibank, Citicorp, B of A, and
certain financial institutions for which B of A acts as agent. The number of
Warrant Shares represented by the Warrants  originally issued to Holder under
the Warrant Agreement has been reduced to  the number of Warrant Shares
currently underlying the Warrants

<PAGE>   2
and intended to be sold pursuant to the Registration Statement and the
Underwriting Agreement as a result of partial redemption of the Warrants by the
Company on May 26, 1993 pursuant to Section 10 of the Warrant Agreement.  In
July, 1993, the exercise price of certain Warrants as originally set forth in
the Warrant Agreement was reduced to $2.3537, and the exercise price of certain
other Warrants as originally set forth in the Warrant Agreement was reduced to
$.10.

                          2.      Deposit of Warrant Certificate.  Holder
hereby delivers to James R. Eckstaedt and D. Scott Mercer (each of them
individually being referred to herein as "Agent" and each of them individually
appointed hereby to act in the capacity of Agent for purposes hereof) warrant
certificate(s) which evidence the Warrants together with duly executed
instruments of transfer thereof endorsed in blank.  Agent is instructed and
authorized to hold the certificate(s) for the account of Holder pending
disposition thereof in accordance with the terms hereof.

                          3.      Appointment of Agent.  Holder hereby appoints
Agent as its attorney-in-fact and agent with full power and authority in the
name of, and for and on behalf of, Holder to do the following:

                                  (a)      execute and deliver an underwriting
         agreement substantially in the form attached as Exhibit A hereto (the
         "Underwriting Agreement"), with such changes therein or additions or
         modifications thereto as may be agreed to by the Company and the
         Underwriters and which do not have any material adverse impact on
         Holder;

                                  (b)      do all things necessary to sell the
         Warrants to the Underwriters pursuant to the Underwriting Agreement at
         a purchase price per Warrant equal to the per share price of the
         Company's Common Stock to the public (as determined by agreement
         between the Company and the Underwriters for the public offering
         covered by the Registration Statement) less (i) the per share
         underwriting discount (as determined by agreement between the Company
         and the Underwriters) and (ii) the exercise price of the Warrants, and
         to remit to Holder the proceeds from the sale of the Warrants;

                                  (c)      execute such instruments and give
         such instructions as may be necessary or appropriate to cause the
         transfer of the Warrants to the Underwriters as contemplated by the
         Underwriting Agreement to be properly registered on the books of the
         Company (or its agent) kept for such purposes; and





                                       2

<PAGE>   3
                                  (d)      make, execute, acknowledge and
         deliver all such other contracts, orders, receipts, notices, requests,
         instructions, certificates, letters and other writings, and in general
         do or cause to be done all things and to take all action, which the
         Agent or the Company may consider necessary or proper in connection
         with or to carry out and comply with all terms and conditions of the
         Underwriting Agreement and the sale of Warrants to the Underwriters
         contemplated thereby.

If this Agreement is terminated pursuant to Section 8 below, Agent shall
promptly return to Holder the certificate(s) delivered herewith at Holder's
address set forth below.

                          4.      Irrevocability.  The Warrant certificate(s)
deposited herewith, this Custody Agreement and all power and authority
conferred hereby are granted and conferred subject to the interests of the
Underwriters and the Company; in consideration of those interests, and for the
purpose of completing the transactions contemplated by the Underwriting
Agreement and this Custody Agreement, this Custody Agreement is coupled with an
interest and, subject to Section 9 hereof, all power and authority conferred
hereby shall be irrevocable and shall not be terminable by act or deed of
Holder (or by any other person, firm or corporation including the Company, the
Agent or the Underwriters) or by operation of law (including the dissolution of
Holder), or the occurrence of any other event or events, except as expressly
stated herein, and the obligations of Holder hereunder and under the
Underwriting Agreement are to be similarly not subject to termination.  If any
such event should occur prior to the delivery to the Underwriters of the
Warrants hereunder, certificates for the Warrants shall be delivered by the
Agent in accordance with the terms and conditions of the Underwriting Agreement
as if such event had not occurred.  The Agent is authorized to receive and
acknowledge receipt of the proceeds of sale of the Warrants held by it against
delivery of such Warrants.

                          5.      No Liability: Indemnification of Agent.  It
is understood that the Agent assumes no responsibility or liability to any
person other than to deal with the certificates for the Warrants deposited with
the Agent and the proceeds from the sale of securities represented thereby in
accordance with the provisions hereof.  The Agent shall not be liable for any
error of judgment or for any act done or omitted or for any mistake of fact or
law in the exercise of Agent's power hereunder except for the Agent's own gross
negligence or bad faith.  Holder agrees to indemnify and hold the Agent
harmless from any and all loss, claim, damage, liability or expense (including,
without limitation, all fees and expenses of counsel) with respect to anything
done by the Agent in accordance with the provisions hereof,





                                       3

<PAGE>   4
absent gross negligence or bad faith on the part of the Agent.

                          6.      Notices.  All notices to Holder relating to
this instrument shall be duly made if sent by fax to the number indicated on
the signature page hereof.

                          7.      Certain Representations and Warranties by
Holder.  Holder hereby represents and warrants that:

                                  (a)      Holder has and on the Closing Date
         (as defined in the Underwriting Agreement) will have valid and
         unencumbered title to the Warrants and full right, power and authority
         to enter into this Agreement and the Underwriting Agreement and to
         sell, assign, transfer and deliver the Warrants; and upon delivery of
         and payment for such Warrants under the Underwriting Agreement, the
         several Underwriters will acquire valid and unencumbered title
         thereto.

                                  (b)      Holder has not taken and will not
         take, directly or indirectly, any action designed to or that might
         reasonably be expected to cause or result in stabilization or
         manipulation of the price of any security of the Company.

                                  (c)      If Holder is a corporation, Holder
         has been duly incorporated and is an existing corporation in good
         standing under the laws of its jurisdiction of incorporation.

                                  (d)      Except as set forth in the
         Prospectus (as defined in the Underwriting Agreement), no consent,
         approval, authorization or order of, or filing with, any governmental
         agency or body or any court is required to be obtained or made by
         Holder for the consummation of the transactions contemplated hereby or
         by the Underwriting Agreement in connection with the sale of the
         Warrants to be sold by Holder, except such as have been obtained and
         made under the Securities Act of 1933, as amended, and such as may be
         required under state securities laws.

                                  (e)      The execution, delivery and
         performance of this Custody Agreement and the Underwriting Agreement
         and the consummation of the transactions herein and therein
         contemplated will not result in a breach or violation of any of the
         terms or provisions of, or constitute a default under, any statute,
         rule, regulation or order of any governmental agency or body or any
         court having jurisdiction over Holder or any of its properties, any
         material agreement or instrument to which Holder is a party or by 
         which Holder is bound or to which any of the properties of





                                       4

<PAGE>   5
         Holder is subject, or if Holder is a corporation, the articles of
         incorporation or bylaws of Holder.

                                  (f)      Holder will not, directly or
         indirectly, offer, sell or otherwise dispose of any Common Stock or
         securities convertible into or exchangeable for, or any rights to
         purchase or acquire, Common Stock of the Company prior to the
         expiration of 90 days from the date of this Agreement or establish a
         "put equivalent position" with respect to Common Stock of the Company
         within the meaning of Rule 16a-1(h) under the Securities Exchange Act
         of 1934, as amended, without the prior written consent of the managing
         underwriters party to the Underwriting Agreement.

                                  (g)      Holder further represents, warrants
         and agrees that the warrant certificates delivered herewith are in 
         negotiable form for the Warrants to be sold by Holder under the 
         Underwriting Agreement for the purpose of further delivery pursuant 
         to the Underwriting Agreement.

                                  (h)      The information set forth on the
         signature page hereof related to the Warrant Certificate number,
         number of Warrant Shares, exercise price per Warrant Share, and total
         exercise price accurately describes all Warrants owned by Holder.

                                  (i)      Holder does not own beneficially for
         its own account any of the Company's equity securities other than the
         Warrants; after the sale of the Warrants pursuant to the Underwriting
         Agreement, Holder will not own any of the Company's equity securities.

                          The undersigned acknowledges that Gibson, Dunn &
Crutcher, acting in the capacity as counsel to the Company, is entitled to rely
on the representations made herein by Holder, together with any other
certificates, documents, agreements or letters delivered by Holder in
connection with the transactions contemplated by the Underwriting Agreement,
and Holder undertakes and agrees to notify Gibson, Dunn & Crutcher, 4 Park
Plaza, Irvine, California 92714, Attention:  E. Michael Greaney immediately by
telephone at (714) 451-3862 if at any time prior to the closing of the sale of
the Warrants under the Underwriting Agreement, the foregoing statements are for
any reason no longer true and correct (such notification to be promptly
confirmed in writing), and if Holder does not so advise, then Gibson, Dunn &
Crutcher is entitled for the purposes of its opinion to the Underwriters to
presume conclusively that the foregoing statements are true and correct at and
as of the date of such closing, with the same force and effect as if made on
such closing.





                                       5

<PAGE>   6

                          8.      No Stabilization.  Holder acknowledges that
Holder is subject to the rules of the Securities and Exchange Commission which
prohibit selling securityholders from bidding for or purchasing any shares of
the Common Stock, or attempting to induce anyone else to purchase any such
shares, or taking any other action which might tend to stabilize or raise the
price of the shares of Common Stock, until the distribution of Common Stock
pursuant to the Registration Statement has been completed, and Holder agrees
not to act in a manner inconsistent with such rules.

                          9.      Termination.  In the event that (a) the
Registration Statement has not been declared effective by February 28, 1994 or
(b) the Underwriters shall not have purchased and paid for the Warrants
pursuant to the Underwriting Agreement on or prior to March 15, 1994, then the
Agent shall promptly return to Holder the certificate(s) delivered herewith, at
Holder's address set forth below, and this Custody Agreement shall, upon such
delivery, terminate, subject to any lawful action done or performed by the
Agent pursuant to this Custody Agreement prior to such termination.

                          10.     Effect on Warrant Agreement.  The provisions
of the Warrant Agreements which by their terms are intended to continue in
effect following exercise or sale of the Warrants or Warrant Shares covered
thereby shall remain in full force and effect notwithstanding the sale or
exercise of the Warrants or the sale of the Warrant Shares.

                          11.     Counterparts.  This Custody Agreement may be
executed in any number of counterparts, each of which so executed and delivered
shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument.

                          12.     Miscellaneous.  The validity, enforceability,
interpretation and construction of this Custody Agreement shall be determined
in accordance with the laws of the State of California (other than its
conflicts of laws rules) and this Custody Agreement shall be binding upon, and
shall inure to the benefit of, Holder and Holder's successors and assigns.

                 IN WITNESS WHEREOF, the undersigned has executed this Custody
Agreement on this _____ day of January, 1994.

                NAME OF HOLDER:                   ____________________________
                 Authorized                                                   
                Signature:*                       ____________________________*
                Name of Signatory                 ____________________________
                Title of Signatory                ____________________________
                Address:                          ____________________________
                                                  ____________________________
                Fax:                              ____________________________



                                       6

<PAGE>   7
                Attention:  _______________________________


<TABLE>
<CAPTION>
                                              Number of                      Exercise                    Total
                 Warrant                      Warrant                        Price per                   Exercise
                 Certificate                  Shares                         Share                       Price
                 <S>                         <C>                             <C>                        <C>


                 Total
</TABLE>


                                    ACCEPTED
                                    by Agent as of
                                    the date set forth above:
                                    By:__________________________________
                                               James R. Eckstaedt

                                    By:__________________________________
                                                 D. Scott Mercer

*Signature guaranteed by an Eligible Guarantor Institution
as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended
(i.e. a bank, stockbroker or securities dealer, credit union, national
securities exchange, registered securities association, clearing agency, or
savings association) with membership in an approved signature guarantee
medallion program. 

Signature guaranteed by:

_____________________________________
Name of Firm

By: _________________________________
          Authorized signature

Name: _______________________________

Title: ______________________________

Date: _______________________________


                                       7



<PAGE>   1
                                                                    EXHIBIT 5


                                January 13, 1994

                                    VIA EDGAR



(714) 451-3800 
                                                                C 96182-00076
Western Digital Corporation
8105 Irvine Center Drive
Irvine, California  92718

     Re:  Registration Statement on Form S-3 for up to
          7,043,711 Shares of Common Stock

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-3 (the "Registration
Statement") filed by Western Digital Corporation, a Delaware corporation (the
"Company") with the Securities and Exchange Commission on December 23, 1993
(Registration No. 33-51695), as amended to the date hereof, in connection with
the registration under the Securities Act of 1933, as amended, of up to an
aggregate of 7,043,711 shares of the Company's Common Stock, $0.10 par value
per share (the "Common Stock"), to be issued by the Company in connection with
the proposed public offering (the "Offering") of (i) 5,000,000 shares of Common
Stock to be sold by the Company (the "Company Firm Shares"), (ii) 1,124,966
shares of Common Stock, which shares will be issued by the Company upon
exercise by the underwriters of certain warrants being purchased by the
underwriters from selling securityholders and sold by the underwriters in the
offering (such shares, together with the Company Firm Shares, being referred to
herein
 as the "Firm Shares"), and (iii) up to 918,745 additional shares of
Common Stock (the "Option Shares") which may be sold by the Company upon
exercise in whole or part of an over-allotment option granted to the
underwriters as set forth in the Registration

<PAGE>   2
Western Digital Corporation
January 14, 1994
Page 2


Statement.  The Firm Shares and the Option Shares are hereinafter referred to
together as the "Shares."

     As your counsel, we have examined the Company's Certificate of
Incorporation and Bylaws, each as amended to the date hereof, and the records
of corporate proceedings and other actions taken by the Company in connection
with the authorization and issuance of the Shares and the sale by the Company
of the Company Firm Shares and the Option Shares.  Based upon the foregoing and
in reliance thereon, and subject to (i) compliance with applicable state
securities laws and (ii) receipt from the Securities and Exchange Commission of
an order declaring the Registration Statement effective, it is our opinion that
the Shares, when issued and sold in the manner described in the Registration
Statement, will be validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
caption "Legal Matters" in the Prospectus forming a part of said Registration
Statement.

                                          Very truly yours,



                                          GIBSON, DUNN & CRUTCHER

EMG/BWC/slt
OA940100.212



<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 13, 1994