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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                                    FORM 8-K


                                 CURRENT REPORT

                    Pursuant to Selection 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)      January 9, 1997


                           WESTERN DIGITAL CORPORATION
             (Exact name of registrant as specified in its charter)


   Delaware                     1-8703                      95-2647125
(State or other              (Commission                   (IRS Employer
jurisdiction of              File Number)               Identification No.)
incorporation)

8105 Irvine Center Drive, Irvine, California                    92618
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code      (714) 932-5000


                                       N/A
(Former name or former address, if changed since last report)

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Item 5. Other Events

          The Rights Agreement dated as of December 1, 1988, by and between
Western Digital Corporation, a Delaware corporation (the "Company"), and
American Stock Transfer & Trust Company, a New York corporation
(successor-in-interest to First Interstate Bank, Ltd.) (the "Rights Agent"), as
amended by that certain Amendment No. 1 to Rights Agreement dated as of August
10, 1990, by and between the Company and the Rights Agent (collectively, the
"Rights Agreement"), was amended as of January 15, 1997 in order to increase the
initial Purchase Price for each one one-hundredth of a share of Preferred Stock
from $50.00 to $300.00.

          The amendment described above was effected by that certain Amendment
No. 2 to Rights Agreement dated as of January 15, 1997, by and between the
Company and the Rights Agent.


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits


<TABLE>
<CAPTION>
           Exhibit         Description
           -------         -----------
<S>           <C>          <C>
              1            Amendment No. 2 to Rights Agreement dated as of
                           January 15, 1997, by and between Western Digital
                           Corporation and American Stock Transfer & Trust
                           Company, as Rights Agent
</TABLE>



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                                    SIGNATURE

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

Date:  January 15, 1997                WESTERN DIGITAL CORPORATION




                                       By: /S/ MICHAEL A. CORNELIUS
                                          -------------------------------------
                                          Michael A. Cornelius
                                          Vice President-Law and Administration
                                          and Corporate Secretary

                                        2





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                                                                   EXHIBIT 1.1


                      AMENDMENT NO. 2 TO RIGHTS AGREEMENT

         THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "AMENDMENT") is made as
of January 15, 1997, by and between WESTERN DIGITAL CORPORATION, a Delaware
corporation (the "COMPANY"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New
York corporation (successor-in-interest to First Interstate Bank, Ltd.) (the
"RIGHTS AGENT"), for the purpose of amending that certain Rights Agreement
dated as of December 1, 1988, by and between the Company and the Rights Agent,
as amended by that certain Amendment No. 1 to Rights Agreement dated as of
August 10, 1990, by and between the Company and the Rights Agent (collectively,
the "RIGHTS AGREEMENT").  Capitalized terms not otherwise defined in this
Amendment shall have the meanings ascribed to them in the Rights Agreement.


                                R E C I T A L S

         A.      Pursuant to Section 26 of the Rights Agreement, the Company
may, prior to the Distribution Date and in its sole and absolute discretion,
amend any portion of the Rights Agreement without the approval of any holders
of certificates representing shares of Common Stock.

         B.      The Rights Agent is required under Section 26 of the Rights
Agreement to execute any such amendment upon delivery of a certificate from an
appropriate
 officer of the Company stating that the proposed amendment is in
compliance with Section 26 of the Rights Agreement.

         C.      Pursuant to resolutions duly adopted on January 9, 1997, the
Board of Directors of the Company has determined that this Amendment is in the
best interests of the Company and its stockholders and has directed the
officers of the Company to execute this Amendment and deliver it to the Rights
Agent.

         NOW, THEREFORE, in consideration of the foregoing, the Company and the
Rights Agent hereby amend the Rights Agreement as follows, this Amendment to be
effective upon execution by the Rights Agent.

                               A M E N D M E N T

         1.      Section 7(b) shall be amended only to replace the figure
$50.00 as set forth therein with the figure $300.00.  Accordingly, Section 7(b)
shall read in its entirety as follows:

                 (b)      The Purchase Price for each one one-hundredth of a
         share of Preferred Stock pursuant to the exercise of a Right shall
         initially be $300.00, and shall be subject to adjustment from time to
         time as provided in Sections 11 and 13(a) hereof and shall be payable
         in accordance with paragraph (c) below.



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         IN WITNESS WHEREOF, the Company and the Rights Agent have caused this
Amendment to be duly executed as of the date first written above.


                                    WESTERN DIGITAL CORPORATION

                                    By:  /s/ MICHAEL A. CORNELIUS  
                                         -------------------------------------
                                         Michael A. Cornelius
                                         Vice President-Law and Administration
                                         and Corporate Secretary

                                   AMERICAN STOCK TRANSFER & TRUST COMPANY, 
                                   as Rights Agent

                                   By:   /s/ JOSEPH F. WOLF   
                                         -------------------------------------
                                         Joseph F. Wolf
                                         Vice President







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