<PAGE>   1
   As filed with the Securities and Exchange Commission on June 14, 1996
                                                                     
                                               Registration No. 333- ___________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                              --------------------
                               KOMAG, INCORPORATED
             (Exact name of registrant as specified in its charter)

        DELAWARE                                          94-2914864
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

                  275 SOUTH HILLVIEW DRIVE, MILPITAS, CA 95035
               (Address of principal executive offices) (Zip Code)

                              --------------------
                         RESTATED 1987 STOCK OPTION PLAN
                            (Full title of the Plan)

                              --------------------
                               STEPHEN C. JOHNSON
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               KOMAG, INCORPORATED
                  275 SOUTH HILLVIEW DRIVE, MILPITAS, CA 95035
                     (Name and address of agent for service)
                                 (408) 946-2300
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================================
                                                             PROPOSED           PROPOSED
   TITLE OF                                                   MAXIMUM            MAXIMUM
  SECURITIES                               AMOUNT            OFFERING           AGGREGATE             AMOUNT OF
     TO BE                                  TO BE              PRICE            OFFERING            REGISTRATION
  REGISTERED                            REGISTERED(1)      PER SHARE(2)         PRICE(2)                 FEE
  ----------                            -------------      ------------         --------                 ---

<S>                                       <C>              <C>                  <C>                 <C>
Options to Purchase Common                3,000,000             N/A                N/A                   N/A
Stock, $0.01 par value
(Restated 1987 Stock Option Plan)

Common Stock,                             3,000,000          $31.37            $94,110,000           $32,451.72
$0.01 par value
(Restated 1987 Stock Option Plan)

=================================================================================================================
</TABLE>


(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the Restated 1987 Stock Option
         Plan by reason of any stock dividend, stock split, recapitalization or
         any other similar transaction effected without the receipt of
         consideration which results in an increase in the number of Komag,
         Incorporated's outstanding shares of Common Stock.

(2)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended, on the basis of the average of
         the high and low selling prices per share of Common Stock of Komag,
         Incorporated on June 12, 1996, as reported on the Nasdaq 
         National Market.
<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference

         The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission (the "SEC"):

         a.       The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1995, as filed with the SEC on March
                  8, 1996;

         b.       The Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended March 31, 1996; and

         c.       The Registrant's Registration Statement No. 0-16852 on Form
                  8-A filed with the SEC on April 29, 1988 in which there is
                  described the terms, rights and provisions applicable to the
                  Registrant's outstanding Common Stock.

                  All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 (the "1934 Act") after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also 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 Registration Statement.


Item 4.  Description of Securities

                  Not Applicable.


Item 5.   Interests of Named Experts and Counsel

                  Not Applicable.


Item 6.   Indemnification of Directors and Officers

                  The Registrant's Restated Certificate of Incorporation
provides that no director of the Registrant will be personally liable to the
Company or any of its stockholders for monetary damages arising from the
director's breach of fiduciary duty. However, this provision does not apply with
respect to any action in which the director would be liable under Section 174 of
Title 8 of the General Corporation Law of Delaware, nor does it apply with
respect to any liability in which the director (i) breached his duty of loyalty
to the Registrant or its stockholders; (ii) did not act in good faith or, in
failing to act, did not act in good faith; (iii) acted in a manner involving
intentional misconduct or a knowing violation of law or, in failing to act,
acted in a
<PAGE>   3
manner involving intentional misconduct or a knowing violation of law; or (iv)
derived an improper personal benefit.

                  Pursuant to the provisions of Section 145 of the General
Corporation Law of Delaware, every Delaware corporation has power to 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 (other than 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 Registrant or of any
corporation, partnership, joint venture, trust or other enterprise for which he
is or was serving in such capacity at the request of the Registrant, against any
and all expenses, judgments, fines and amounts paid in settlement and reasonably
incurred by him in connection with such action, suit or proceeding. The power to
indemnify applies only if such person acted in good faith and in a manner he
reasonably believed to be in the best interests, or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

                  The power to indemnify applies to actions brought by or in the
right of the corporation as well, but only to the extent of defense and
settlement expenses and not to any satisfaction of a judgment or settlement of
the claim itself, and with the further limitation that in such actions no
indemnification shall be made in the event of any adjudication of negligence or
misconduct unless the court, in its discretion, feels that in the light of all
the circumstances indemnification should apply.

                  To the extent any of the persons referred to in the two
immediately preceding paragraphs is successful in the defense of the action
referred to therein, such person is, pursuant to Section 145 of the Delaware
General Corporation Law, entitled to indemnification as described above. Section
145 also grants power to advance litigation expenses upon receipt of an
undertaking to repay such advances in the event no right to indemnification is
subsequently shown. A corporation may also obtain insurance at its expense to
protect anyone who might be indemnified, or has a right to insist on
indemnification, under the statute.

                  The Registrant has entered into indemnification agreements
with its then current directors and officers which provide for indemnification
to the fullest extent permitted by Delaware General Corporation Law, including
Section 145 thereof.

Item 7.  Exemption from Registration Claimed

                  Inapplicable


Item 8.  Exhibits

 Exhibit Number  Exhibit

     5           Opinion of Brobeck, Phleger & Harrison LLP.

    23.1         Consent of Independent Auditors - Ernst & Young.

    23.2         Consent of Independent Auditors - Chuo Audit Corporation.

    23.3         Consent of Brobeck, Phleger & Harrison LLP is contained in
                 Exhibit 5.

    24           Power of Attorney. Reference is made to page II-3 of this
                 Registration Statement.

    99.1         Restated 1987 Stock Option Plan.

    99.2         Notice of Grant generally used in connection with the Restated
                 1987 Stock Option Plan. (Incorporated herein by reference to
                 Exhibit 28.4 to the Registrant's Registration Statement No.
                 33-53432 on Form S-8 filed with the SEC on October 16, 1992).

    99.3         Form of Stock Option Agreement (Employee/Consultant) generally
                 used in connection with the Restated 1987 Stock Option Plan.
                 (Incorporated herein by reference to Exhibit 28.5 to the
                 Registrant's Registration Statement No. 33-53432 on Form S-8
                 filed with the SEC on October 16, 1992).

                                      II-2
<PAGE>   4


    99.4         Form of Stock Option Agreement (Officer) generally used in
                 connection with the Restated 1987 Stock Option Plan.
                 (Incorporated herein by reference to Exhibit 28.7 to the
                 Registrant's Registration Statement No. 33-53432 on Form S-8
                 filed with the SEC on October 16, 1992).

    99.5         Form of Notice of Non-Employee Director Automatic Option grant
                 generally used in connection with the Restated 1987 Stock
                 Option Plan.

    99.6         Form of Non-Employee Director Stock Option Agreement (Initial
                 Option Grant) generally used in connection with the Restated
                 1987 Stock Option Plan.

    99.7         Form of Non-Employee Director Stock Option Agreement (Annual
                 Option Grant) generally used in connection with the Restated
                 1987 Stock Option Plan.

Item 9.  Undertakings

                      A.     The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "1933
Act"), (ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement,
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference into the
registration statement; (2) that for the purpose of determining any liability
under the 1933 Act each such post-effective amendment 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; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold upon the termination of the Restated 1987 Stock Option Plan.

                      B.     The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                      C.     Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the provisions of Item 6 above, or
otherwise, the Registrant has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
<PAGE>   5
                                   SIGNATURES

                       Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milpitas, State of
California, on this 10th day of June, 1996.


                                  KOMAG, INCORPORATED


                                  By: /s/  Stephen C. Johnson
                                      ------------------------------------------
                                      Stephen C. Johnson
                                      President and Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

                  That the undersigned officers and directors of KOMAG,
INCORPORATED, a Delaware corporation, do hereby constitute and appoint Stephen
C. Johnson and William L. Potts, Jr., and each of them, the lawful attorneys and
agents, with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and any one of
them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any of them, shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signatures                                        Title                                          Date
- ----------                                        -----                                          ----
<S>                                               <C>                                         <C> 
/s/  Stephen C. Johnson                           President, Chief Executive Officer          June 10, 1996
- --------------------------------------------      and Director                                
Stephen C. Johnson                                (Principal Executive Officer)
</TABLE>


                                      II-4
<PAGE>   6
<TABLE>
<CAPTION>
Signatures                                        Title                                          Date
- ----------                                        -----                                          ----
<S>                                               <C>                                         <C> 
/s/  Tu Chen                                      Chairman of the Board                       June 10, 1996
- --------------------------------------------      and Secretary                               
Tu Chen                                           



/s/  William L. Potts, Jr.                        Senior Vice President and                    June 10, 1996
- --------------------------------------------      Chief Financial Officer                     
William L. Potts, Jr.                             (Principal Financial and
                                                  Accounting Officer)     
                                                  



/s/  Craig R. Barrett                            Director                                      June 10, 1996
- --------------------------------------------
Craig R. Barrett                                                                               



/s/  Chris A. Eyre                               Director                                      June 10, 1996
- --------------------------------------------
Chris A. Eyre                                                                                  
 


____________________________________________      Director                                           , 1996
Irwin Federman                                                                                 --- --



/s/  George A. Neil                               Director                                      June 10, 1996
- --------------------------------------------
George A. Neil                                                                                 



/s/  Max Palevsky                                 Director                                       June 10, 1996
- --------------------------------------------
Max Palevsky                                                                                   
   


/s/  Anthony Sun                                  Director                                       June 10, 1996
- --------------------------------------------
Anthony Sun                                                                                    



/s/  Masayoshi Takebayashi                        Director                                       June 10, 1996
- --------------------------------------------
Masayoshi Takebayashi                                                                          
</TABLE>


                                      II-5
<PAGE>   7
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                               KOMAG, INCORPORATED

<PAGE>   8
                                  EXHIBIT INDEX




Exhibit No.                          Exhibit
- -----------                          -------

     5             Opinion of Brobeck, Phleger & Harrison LLP.

    23.1          Consent of Independent Auditors - Ernst & Young.

    23.2          Consent of Indpendent Auditors - Chuo Audit Corporation.

    23.3          Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.

    24            Power of Attorney. Reference is made to page II-3 of this
                  Registration Statement.

    99.1          Restated 1987 Stock Option Plan.

    99.2          Notice of Grant generally used in connection with the Restated
                  1987 Stock Option Plan. (Incorporated herein by reference to
                  Exhibit 28.4 to the Registrant's Registration Statement No.
                  33-53432 on Form S-8 filed with the SEC on October 16, 1992).

    99.3          Form of Stock Option Agreement (Employee/Consultant) generally
                  used in connection with the Restated 1987 Stock Option Plan.
                  (Incorporated herein by reference to Exhibit 28.5 to the
                  Registrant's Registration Statement No. 33-53432 on Form S-8
                  filed with the SEC on October 16, 1992).

    99.4          Form of Stock Option Agreement (Officer) generally used in
                  connection with the Restated 1987 Stock Option Plan.
                  (Incorporated herein by reference to Exhibit 28.7 to the
                  Registrant's Registration Statement No. 33-53432 on Form S-8
                  filed with the SEC on October 16, 1992).

    99.5          Form of Notice of Non-Employee Director Automatic Option grant
                  generally used in connection with the Restated 1987 Stock
                  Option Plan.

    99.6          Form of Non-Employee Director Stock Option Agreement (Initial
                  Option Grant) generally used in connection with the Restated
                  1987 Stock Option Plan.

    99.7          Form of Non-Employee Director Stock Option Agreement (Annual
                  Option Grant) generally used in connection with the Restated
                  1987 Stock Option Plan.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DATED JUNE 14,1996", "secsgml_size_bytes": 24131}]
{"company-data": {"conformed-name": "KOMAG INC /DE/", "cik": "0000813347", "assigned-sic": "3695", "irs-number": "942914864", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06081", "film-number": "96581672"}, "business-address": {"street1": "275 S HILLVIEW DR", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4089462300"}, "mail-address": {"street1": "275 S HILLVIEW DR", "city": "MILPITAS", "state": "CA", "zip": "95035"}}
1
   As filed with the Securities and Exchange Commission on June 14, 1996
                                                                     
                                               Registration No. 333- ___________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                              --------------------
                               KOMAG, INCORPORATED
             (Exact name of registrant as specified in its charter)

        DELAWARE                                          94-2914864
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

                  275 SOUTH HILLVIEW DRIVE, MILPITAS, CA 95035
               (Address of principal executive offices) (Zip Code)

                              --------------------
                         RESTATED 1987 STOCK OPTION PLAN
                            (Full title of the Plan)

                              --------------------
                               STEPHEN C. JOHNSON
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               KOMAG, INCORPORATED
                  275 SOUTH HILLVIEW DRIVE, MILPITAS, CA 95035
                     (Name and address of agent for service)
                                 (408) 946-2300
          (Telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                             PROPOSED           PROPOSED
   TITLE OF                                                   MAXIMUM            MAXIMUM
  SECURITIES                               AMOUNT            OFFERING           AGGREGATE             AMOUNT OF
     TO BE                                  TO BE              PRICE            OFFERING            REGISTRATION
  REGISTERED                            REGISTERED(1)      PER SHARE(2)         PRICE(2)                 FEE
  ----------                            -------------      ------------         --------                 ---
Options to Purchase Common                3,000,000             N/A                N/A                   N/A
Stock, $0.01 par value
(Restated 1987 Stock Option Plan)

Common Stock,                             3,000,000          $31.37            $94,110,000           $32,451.72
$0.01 par value
(Restated 1987 Stock Option Plan)

=================================================================================================================
(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the Restated 1987 Stock Option
         Plan by reason of any stock dividend, stock split, recapitalization or
         any other similar transaction effected without the receipt of
         consideration which results in an increase in the number of Komag,
         Incorporated's outstanding shares of Common Stock.

(2)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended, on the basis of the average of
         the high and low selling prices per share of Common Stock of Komag,
         Incorporated on June 12, 1996, as reported on the Nasdaq 
         National Market.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission (the "SEC"):

         a.       The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1995, as filed with the SEC on March
                  8, 1996;

         b.       The Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended March 31, 1996; and

         c.       The Registrant's Registration Statement No. 0-16852 on Form
                  8-A filed with the SEC on April 29, 1988 in which there is
                  described the terms, rights and provisions applicable to the
                  Registrant's outstanding Common Stock.

                  All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 (the "1934 Act") after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also 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 Registration Statement.

Item 4.  Description of Securities

                  Not Applicable.

Item 5.   Interests of Named Experts and Counsel

                  Not Applicable.

Item 6.   Indemnification of Directors and Officers

                  The Registrant's Restated Certificate of Incorporation
provides that no director of the Registrant will be personally liable to the
Company or any of its stockholders for monetary damages arising from the
director's breach of fiduciary duty. However, this provision does not apply with
respect to any action in which the director would be liable under Section 174 of
Title 8 of the General Corporation Law of Delaware, nor does it apply with
respect to any liability in which the director (i) breached his duty of loyalty
to the Registrant or its stockholders; (ii) did not act in good faith or, in
failing to act, did not act in good faith; (iii) acted in a manner involving
intentional misconduct or a knowing violation of law or, in failing to act,
acted in a
3
manner involving intentional misconduct or a knowing violation of law; or (iv)
derived an improper personal benefit.

                  Pursuant to the provisions of Section 145 of the General
Corporation Law of Delaware, every Delaware corporation has power to 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 (other than 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 Registrant or of any
corporation, partnership, joint venture, trust or other enterprise for which he
is or was serving in such capacity at the request of the Registrant, against any
and all expenses, judgments, fines and amounts paid in settlement and reasonably
incurred by him in connection with such action, suit or proceeding. The power to
indemnify applies only if such person acted in good faith and in a manner he
reasonably believed to be in the best interests, or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

                  The power to indemnify applies to actions brought by or in the
right of the corporation as well, but only to the extent of defense and
settlement expenses and not to any satisfaction of a judgment or settlement of
the claim itself, and with the further limitation that in such actions no
indemnification shall be made in the event of any adjudication of negligence or
misconduct unless the court, in its discretion, feels that in the light of all
the circumstances indemnification should apply.

                  To the extent any of the persons referred to in the two
immediately preceding paragraphs is successful in the defense of the action
referred to therein, such person is, pursuant to Section 145 of the Delaware
General Corporation Law, entitled to indemnification as described above. Section
145 also grants power to advance litigation expenses upon receipt of an
undertaking to repay such advances in the event no right to indemnification is
subsequently shown. A corporation may also obtain insurance at its expense to
protect anyone who might be indemnified, or has a right to insist on
indemnification, under the statute.

                  The Registrant has entered into indemnification agreements
with its then current directors and officers which provide for indemnification
to the fullest extent permitted by Delaware General Corporation Law, including
Section 145 thereof.

Item 7.  Exemption from Registration Claimed

                  Inapplicable

Item 8.  Exhibits

 Exhibit Number  Exhibit

     5           Opinion of Brobeck, Phleger & Harrison LLP.

    23.1         Consent of Independent Auditors - Ernst & Young.

    23.2         Consent of Independent Auditors - Chuo Audit Corporation.

    23.3         Consent of Brobeck, Phleger & Harrison LLP is contained in
                 Exhibit 5.

    24           Power of Attorney. Reference is made to page II-3 of this
                 Registration Statement.

    99.1         Restated 1987 Stock Option Plan.

    99.2         Notice of Grant generally used in connection with the Restated
                 1987 Stock Option Plan. (Incorporated herein by reference to
                 Exhibit 28.4 to the Registrant's Registration Statement No.
                 33-53432 on Form S-8 filed with the SEC on October 16, 1992).

    99.3         Form of Stock Option Agreement (Employee/Consultant) generally
                 used in connection with the Restated 1987 Stock Option Plan.
                 (Incorporated herein by reference to Exhibit 28.5 to the
                 Registrant's Registration Statement No. 33-53432 on Form S-8
                 filed with the SEC on October 16, 1992).

                                      II-2
4

    99.4         Form of Stock Option Agreement (Officer) generally used in
                 connection with the Restated 1987 Stock Option Plan.
                 (Incorporated herein by reference to Exhibit 28.7 to the
                 Registrant's Registration Statement No. 33-53432 on Form S-8
                 filed with the SEC on October 16, 1992).

    99.5         Form of Notice of Non-Employee Director Automatic Option grant
                 generally used in connection with the Restated 1987 Stock
                 Option Plan.

    99.6         Form of Non-Employee Director Stock Option Agreement (Initial
                 Option Grant) generally used in connection with the Restated
                 1987 Stock Option Plan.

    99.7         Form of Non-Employee Director Stock Option Agreement (Annual
                 Option Grant) generally used in connection with the Restated
                 1987 Stock Option Plan.

Item 9.  Undertakings

                      A.     The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "1933
Act"), (ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement,
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference into the
registration statement; (2) that for the purpose of determining any liability
under the 1933 Act each such post-effective amendment 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; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold upon the termination of the Restated 1987 Stock Option Plan.

                      B.     The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                      C.     Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the provisions of Item 6 above, or
otherwise, the Registrant has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
5
                                   SIGNATURES

                       Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Milpitas, State of
California, on this 10th day of June, 1996.

                                  KOMAG, INCORPORATED

                                  By: /s/  Stephen C. Johnson
                                      ------------------------------------------
                                      Stephen C. Johnson
                                      President and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

                  That the undersigned officers and directors of KOMAG,
INCORPORATED, a Delaware corporation, do hereby constitute and appoint Stephen
C. Johnson and William L. Potts, Jr., and each of them, the lawful attorneys and
agents, with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and any one of
them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any of them, shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signatures                                        Title                                          Date
- ----------                                        -----                                          ----
/s/  Stephen C. Johnson                           President, Chief Executive Officer          June 10, 1996
- --------------------------------------------      and Director                                
Stephen C. Johnson                                (Principal Executive Officer)
II-4
6
Signatures                                        Title                                          Date
- ----------                                        -----                                          ----
/s/  Tu Chen                                      Chairman of the Board                       June 10, 1996
- --------------------------------------------      and Secretary                               
Tu Chen                                           

/s/  William L. Potts, Jr.                        Senior Vice President and                    June 10, 1996
- --------------------------------------------      Chief Financial Officer                     
William L. Potts, Jr.                             (Principal Financial and
                                                  Accounting Officer)     
                                                  

/s/  Craig R. Barrett                            Director                                      June 10, 1996
- --------------------------------------------
Craig R. Barrett                                                                               

/s/  Chris A. Eyre                               Director                                      June 10, 1996
- --------------------------------------------
Chris A. Eyre                                                                                  
 

____________________________________________      Director                                           , 1996
Irwin Federman                                                                                 --- --

/s/  George A. Neil                               Director                                      June 10, 1996
- --------------------------------------------
George A. Neil                                                                                 

/s/  Max Palevsky                                 Director                                       June 10, 1996
- --------------------------------------------
Max Palevsky                                                                                   
   

/s/  Anthony Sun                                  Director                                       June 10, 1996
- --------------------------------------------
Anthony Sun                                                                                    

/s/  Masayoshi Takebayashi                        Director                                       June 10, 1996
- --------------------------------------------
Masayoshi Takebayashi
II-5
7
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                               KOMAG, INCORPORATED
8
                                  EXHIBIT INDEX

Exhibit No.                          Exhibit
- -----------                          -------

     5             Opinion of Brobeck, Phleger & Harrison LLP.

    23.1          Consent of Independent Auditors - Ernst & Young.

    23.2          Consent of Indpendent Auditors - Chuo Audit Corporation.

    23.3          Consent of Brobeck, Phleger & Harrison LLP is contained in
                  Exhibit 5.

    24            Power of Attorney. Reference is made to page II-3 of this
                  Registration Statement.

    99.1          Restated 1987 Stock Option Plan.

    99.2          Notice of Grant generally used in connection with the Restated
                  1987 Stock Option Plan. (Incorporated herein by reference to
                  Exhibit 28.4 to the Registrant's Registration Statement No.
                  33-53432 on Form S-8 filed with the SEC on October 16, 1992).

    99.3          Form of Stock Option Agreement (Employee/Consultant) generally
                  used in connection with the Restated 1987 Stock Option Plan.
                  (Incorporated herein by reference to Exhibit 28.5 to the
                  Registrant's Registration Statement No. 33-53432 on Form S-8
                  filed with the SEC on October 16, 1992).

    99.4          Form of Stock Option Agreement (Officer) generally used in
                  connection with the Restated 1987 Stock Option Plan.
                  (Incorporated herein by reference to Exhibit 28.7 to the
                  Registrant's Registration Statement No. 33-53432 on Form S-8
                  filed with the SEC on October 16, 1992).

    99.5          Form of Notice of Non-Employee Director Automatic Option grant
                  generally used in connection with the Restated 1987 Stock
                  Option Plan.

    99.6          Form of Non-Employee Director Stock Option Agreement (Initial
                  Option Grant) generally used in connection with the Restated
                  1987 Stock Option Plan.

    99.7          Form of Non-Employee Director Stock Option Agreement (Annual
                  Option Grant) generally used in connection with the Restated
                  1987 Stock Option Plan.