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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

     Date of report (Date of earliest event reported):    October 6, 1999

                           WESTERN DIGITAL CORPORATION
               (Exact Name of Registrant as Specified in Charter)

           Delaware                  001-08703             95-264-7125
  (State or Other Jurisdiction      (Commission           (IRS Employer
       of Incorporation)            File Number)        Identification No.)

            8105 Irvine Center Drive
               Irvine, California                             92618
   (Address of Principal Executive Offices)                 (Zip Code)

 Registrant's telephone number, including area code:      (949) 932-5000

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)


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                    INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5.  OTHER EVENTS.

        On October 6, 1999, the Registrant settled a transaction pursuant to
Section 3(a)(9) of the Securities Act of 1933, as amended, retiring in the
aggregate $125 million principal Amount of its Zero Coupon Convertible
Subordinated Debentures due 2018 in exchange for shares of its common stock. As
a result of this transaction and previous transactions, the Registrant has
retired debentures in the aggregate principal amount of $432.1 million and
issued in exchange 15,058,855 shares of common stock. The total number of shares
of common stock outstanding as of October 6, 1999, following these
transactions, was 112,323,538.

                                    SIGNATURE

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

     Date:  October 7, 1999
                                            WESTERN DIGITAL CORPORATION


                                            By:    /s/ Michael A. Cornelius
                                                   -----------------------------
                                                    Michael A. Cornelius
                                                    Vice President, Law and
                                                    Administration and Secretary

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