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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                                   FORM 8-A/A

                               AMENDMENT NO. 2 TO
                  REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


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


                 Delaware                                 95-2647125
  (State of incorporation or organization)             (I.R.S. Employer
                                                      Identification No.)

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

If this form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box. / /

If this form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. / /

Securities to be registered pursuant to Section 12(b) of the Act:


<TABLE>
<CAPTION>
Title of each class                              Name of each exchange on which
to be so registered                              each class is to be registered
- -------------------                              ------------------------------
<S>                                              <C>
Preferred Stock Purchase Rights                  New York Stock Exchange
</TABLE>



Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
                                (Title of Class)

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                                 AMENDMENT NO. 2
                      TO REGISTRATION STATEMENT ON FORM 8-A

         The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Registration Statement on Form 8-A
dated December 8, 1988, as amended by its Amendment No. 1 to Registration
Statement on Form 8 dated August 13, 1990, as follows:

Item 1. Description of Registrant's Securities to be Registered.

         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 2. Exhibits.


<TABLE>
<CAPTION>
ITEM 2.     EXHIBITS.
<S>         <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>


                                       2

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                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto 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

                                        3





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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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