<PAGE>   1


     As filed with the Securities and Exchange Commission on March 11, 1997
                  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)
<TABLE>
<S>                                             <C>
         DELAWARE                                       94-2914864
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)
</TABLE>
                  1704 AUTOMATION PARKWAY, SAN JOSE, CA  95131
              (Address of principal executive offices) (Zip Code)
                           __________________________
                           DEFERRED COMPENSATION PLAN
                            (Full title of the Plan)
                            _______________________
                               STEPHEN C. JOHNSON
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              KOMAG, INCORPORATED
                  1704 AUTOMATION PARKWAY, SAN JOSE, CA  95131
                    (Name and address of agent for service)
                                 (408) 576-2000
          (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         PER SHARE           PRICE                 FEE
 ----------                            ----------         ---------           -----                 ---

<S>                                    <C>                   <C>        <C>                       <C>
Deferred Compensation
Obligations                            $3,000,000            N/A        $3,000,000                $910  
                                        ---------                        ---------                 ---

</TABLE>


==============================================================================

<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Certain Documents by Reference

        Komag, Inc. (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 29, 1996 filed with the SEC on March
                 7, 1997.

        b.       The Registrant's Registration Statement No. 00-16852 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

        The securities consist of deferred compensation obligations of the
Registrant outstanding under the Registrant's Deferred Compensation Plan (the
"Plan").  The Plan is a non-qualified deferred compensation program under the
Internal Revenue Code which is designed to operate in conjunction with the
Registrant's combined Internal Revenue Code Section 401(k) savings program and
Internal Revenue Code Section 401(a) deferred profit-sharing plan, the Savings
and Deferred Profit-Sharing Plan (the "Qualified Plan").  The principal
features of the non-qualified Plan may be summarized as follows:

        STRUCTURE.  The Plan is comprised of two separate programs:

                 DEFERRAL ELECTION PROGRAM.  Under this program each selected
        participant will have the right, by prior irrevocable election, to
        defer (i) up to twelve percent (12%) of his or her base salary for each
        calendar year for which the election is in effect plus (ii) up to
        twelve percent (12%) of any bonus earned under the Registrant's
        Management Bonus Plan or Discretionary Bonus Plan for that calendar
        year, less the maximum dollar amount which may be contributed on the
        participant's behalf to the Qualified Plan for that year in compliance
        with the applicable limitations of Internal Revenue Code Sections
        401(k) and 402(g).
<PAGE>   3
                 SUPPLEMENTAL CONTRIBUTION PROGRAM.  This program will
        supplement the benefits allocated to the participant's account each
        year under the Qualified Plan by providing such individual with the
        additional level of benefits which would have otherwise been allocated
        to his or her Qualified Plan account had that allocation not been
        reduced by reason of the compensation limitation imposed under Internal
        Revenue Code Section 401(a)(17).

                 BOOK ACCOUNTS.  The Registrant will establish on its books and
records a special account for each individual for whom compensation is deferred
under the Deferral Election Program or to whom a supplemental benefit is
allocated under the Supplemental Contribution Program.  However, the
Registrant's obligation to pay the balance credited to such account will at all
times be an unfunded and unsecured obligation.  Accordingly, the Registrant
will be under no obligation to establish any trust, escrow arrangement or other
fiduciary relationship for the purpose of segregating funds for the payment of
the account balances maintained under the Plan.  Although the Registrant has
established a so-called "rabbi trust" in order to accumulate a reserve for
satisfying its liabilities under the Plan, no participant will have any
beneficial interest in those trust assets, and the assets will be available for
the satisfaction of creditor claims in the event of the Registrant's insolvency
or bankruptcy.

                 INVESTMENT RETURN.  The balance credited to each participant's
account under the Plan will be deemed to be invested in the same investment
funds in which the participant's corresponding account under the Qualified Plan
is actually invested over the deferral period in effect under the non-qualified
Plan.   The account balance will be periodically adjusted to reflect the
earnings, gains and losses attributable to such deemed investment.  The
participant will at all times be vested in his or her account balance to the
same extent he or she is vested in the corresponding account balance maintained
for such individual under the Qualified Plan.

                 DISTRIBUTION.   The account balance will become payable in a
lump sum following the participant's cessation of employment with the
Registrant. The account balance may also be distributed upon the occurrence of
an unforeseeable and extraordinary financial hardship for which the participant
does not have any other available resources.  Accrued benefits may not
otherwise be assigned or alienated.

                 AMENDMENT/TERMINATION.  The Plan may be amended or terminated
at any time, but no such plan amendment or termination will adversely affect
the benefits which the participants have accrued to date under the Plan.

                 There is no dollar limit on the total amount of compensation
which may be deferred by participants over the term of the Plan.  As of
February 23, 1997, the total dollar amount of the Registrant's outstanding
deferred compensation obligations under the Plan was $879,407.

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 Registrant 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 resulting from any transaction 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 

                                       II-2
<PAGE>   4
a 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 actions 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

        Not applicable.

Item 8.  Exhibits

<TABLE>
<CAPTION>
 Exhibit Number      Exhibit
 --------------      -------

    <S>              <C>
     4               Instruments Defining Rights of Security Holders: 
                     Letter of Participation under Komag,
                     Incorporated Deferred Compensation Plan.
     5               Opinion of Brobeck, Phleger & Harrison LLP.
    23.1             Consent of Independent Auditors - Ernst & Young LLP.
    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-4 of this Registration 
                     Statement.
    99.1             Komag, Inc. Deferred Compensation Plan, together with Plan
                     Amendment No. 1.

</TABLE>




                                      II-3
<PAGE>   5
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 Registrant's Deferred Compensation 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 indemnity provisions summarized in 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-4
<PAGE>   6
                                   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 7th day of March, 1997.


                                    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            March 7, 1997
--------------------------                      and Director (Principal Executive                    
Stephen C. Johnson                              Officer)
                                                




</TABLE>

                                      II-5
<PAGE>   7
<TABLE>
<CAPTION>
Signatures                                      Title                                         Date
----------                                      -----                                         ----
<S>                                             <C>                                           <C>
/s/ Tu Chen                                     Chairman of the Board                         March 7, 1997
---------------------------                                                                                
Tu Chen



/s/ William L. Potts, Jr.                       Vice President of Finance,                    March 7, 1997
---------------------------                     Chief Financial Officer and                                
William L. Potts, Jr.                           Secretary (Principal Financial
                                                and Accounting Officer)



/s/ Craig R. Barrett                            Director                                      March 7, 1997
---------------------------                                                                                
Craig R. Barrett



/s/ Chris A. Eyre                               Director                                      March 7, 1997
---------------------------                                                                                
Chris A. Eyre



/s/ Irwin Federman                              Director                                      March 7, 1997
---------------------------                                                                                
Irwin Federman



/s/ George A. Neil                              Director                                      March 7, 1997
---------------------------                                                                                
George A. Neil



/s/ Max Palevsky                                Director                                      March 7, 1997
---------------------------                                                                                
Max Palevsky



/s/ Anthony Sun                                 Director                                      March 7, 1997
---------------------------                                                                                
Anthony Sun



/s/ Masayoshi Takebayashi                       Director                                      March 7, 1997
---------------------------                                                                                
Masayoshi Takebayashi




</TABLE>

                                      II-6
<PAGE>   8
                                 EXHIBIT INDEX




<TABLE>
<CAPTION>
Exhibit No.                        Exhibit
-----------                        -------

    <S>              <C>
     4               Instruments Defining Rights of Security Holders: 
                     Letter of Participation under Komag,
                     Incorporated Deferred Compensation Plan.
     5               Opinion of Brobeck, Phleger & Harrison LLP.
    23.1             Consent of Independent Auditors - Ernst & Young LLP.
    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-4 of this Registration 
                     Statement.
    99.1             Komag, Inc. Deferred Compensation Plan, together with Plan Amendment No. 1.




</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 24267}]
{"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": "333-23095", "film-number": "97554450"}, "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 March 11, 1997
                  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)
1704 AUTOMATION PARKWAY, SAN JOSE, CA  95131
              (Address of principal executive offices) (Zip Code)
                           __________________________
                           DEFERRED COMPENSATION PLAN
                            (Full title of the Plan)
                            _______________________
                               STEPHEN C. JOHNSON
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              KOMAG, INCORPORATED
                  1704 AUTOMATION PARKWAY, SAN JOSE, CA  95131
                    (Name and address of agent for service)
                                 (408) 576-2000
          (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         PER SHARE           PRICE                 FEE
 ----------                            ----------         ---------           -----                 ---
Deferred Compensation
Obligations                            $3,000,000            N/A        $3,000,000                $910  
                                        ---------                        ---------                 ---
==============================================================================
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

        Komag, Inc. (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 29, 1996 filed with the SEC on March
                 7, 1997.

        b.       The Registrant's Registration Statement No. 00-16852 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

        The securities consist of deferred compensation obligations of the
Registrant outstanding under the Registrant's Deferred Compensation Plan (the
"Plan").  The Plan is a non-qualified deferred compensation program under the
Internal Revenue Code which is designed to operate in conjunction with the
Registrant's combined Internal Revenue Code Section 401(k) savings program and
Internal Revenue Code Section 401(a) deferred profit-sharing plan, the Savings
and Deferred Profit-Sharing Plan (the "Qualified Plan").  The principal
features of the non-qualified Plan may be summarized as follows:

        STRUCTURE.  The Plan is comprised of two separate programs:

                 DEFERRAL ELECTION PROGRAM.  Under this program each selected
        participant will have the right, by prior irrevocable election, to
        defer (i) up to twelve percent (12%) of his or her base salary for each
        calendar year for which the election is in effect plus (ii) up to
        twelve percent (12%) of any bonus earned under the Registrant's
        Management Bonus Plan or Discretionary Bonus Plan for that calendar
        year, less the maximum dollar amount which may be contributed on the
        participant's behalf to the Qualified Plan for that year in compliance
        with the applicable limitations of Internal Revenue Code Sections
        401(k) and 402(g).
3
                 SUPPLEMENTAL CONTRIBUTION PROGRAM.  This program will
        supplement the benefits allocated to the participant's account each
        year under the Qualified Plan by providing such individual with the
        additional level of benefits which would have otherwise been allocated
        to his or her Qualified Plan account had that allocation not been
        reduced by reason of the compensation limitation imposed under Internal
        Revenue Code Section 401(a)(17).

                 BOOK ACCOUNTS.  The Registrant will establish on its books and
records a special account for each individual for whom compensation is deferred
under the Deferral Election Program or to whom a supplemental benefit is
allocated under the Supplemental Contribution Program.  However, the
Registrant's obligation to pay the balance credited to such account will at all
times be an unfunded and unsecured obligation.  Accordingly, the Registrant
will be under no obligation to establish any trust, escrow arrangement or other
fiduciary relationship for the purpose of segregating funds for the payment of
the account balances maintained under the Plan.  Although the Registrant has
established a so-called "rabbi trust" in order to accumulate a reserve for
satisfying its liabilities under the Plan, no participant will have any
beneficial interest in those trust assets, and the assets will be available for
the satisfaction of creditor claims in the event of the Registrant's insolvency
or bankruptcy.

                 INVESTMENT RETURN.  The balance credited to each participant's
account under the Plan will be deemed to be invested in the same investment
funds in which the participant's corresponding account under the Qualified Plan
is actually invested over the deferral period in effect under the non-qualified
Plan.   The account balance will be periodically adjusted to reflect the
earnings, gains and losses attributable to such deemed investment.  The
participant will at all times be vested in his or her account balance to the
same extent he or she is vested in the corresponding account balance maintained
for such individual under the Qualified Plan.

                 DISTRIBUTION.   The account balance will become payable in a
lump sum following the participant's cessation of employment with the
Registrant. The account balance may also be distributed upon the occurrence of
an unforeseeable and extraordinary financial hardship for which the participant
does not have any other available resources.  Accrued benefits may not
otherwise be assigned or alienated.

                 AMENDMENT/TERMINATION.  The Plan may be amended or terminated
at any time, but no such plan amendment or termination will adversely affect
the benefits which the participants have accrued to date under the Plan.

                 There is no dollar limit on the total amount of compensation
which may be deferred by participants over the term of the Plan.  As of
February 23, 1997, the total dollar amount of the Registrant's outstanding
deferred compensation obligations under the Plan was $879,407.

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 Registrant 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 resulting from any transaction 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 

                                       II-2
4
a 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 actions 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

        Not applicable.

Item 8.  Exhibits
Exhibit Number      Exhibit
 --------------      -------
4               Instruments Defining Rights of Security Holders: 
                     Letter of Participation under Komag,
                     Incorporated Deferred Compensation Plan.
     5               Opinion of Brobeck, Phleger & Harrison LLP.
    23.1             Consent of Independent Auditors - Ernst & Young LLP.
    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-4 of this Registration 
                     Statement.
    99.1             Komag, Inc. Deferred Compensation Plan, together with Plan
                     Amendment No. 1.
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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 Registrant's Deferred Compensation 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 indemnity provisions summarized in 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-4
6
                                   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 7th day of March, 1997.

                                    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            March 7, 1997
--------------------------                      and Director (Principal Executive                    
Stephen C. Johnson                              Officer)
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Signatures                                      Title                                         Date
----------                                      -----                                         ----
/s/ Tu Chen                                     Chairman of the Board                         March 7, 1997
---------------------------                                                                                
Tu Chen

/s/ William L. Potts, Jr.                       Vice President of Finance,                    March 7, 1997
---------------------------                     Chief Financial Officer and                                
William L. Potts, Jr.                           Secretary (Principal Financial
                                                and Accounting Officer)

/s/ Craig R. Barrett                            Director                                      March 7, 1997
---------------------------                                                                                
Craig R. Barrett

/s/ Chris A. Eyre                               Director                                      March 7, 1997
---------------------------                                                                                
Chris A. Eyre

/s/ Irwin Federman                              Director                                      March 7, 1997
---------------------------                                                                                
Irwin Federman

/s/ George A. Neil                              Director                                      March 7, 1997
---------------------------                                                                                
George A. Neil

/s/ Max Palevsky                                Director                                      March 7, 1997
---------------------------                                                                                
Max Palevsky

/s/ Anthony Sun                                 Director                                      March 7, 1997
---------------------------                                                                                
Anthony Sun

/s/ Masayoshi Takebayashi                       Director                                      March 7, 1997
---------------------------                                                                                
Masayoshi Takebayashi
II-6
8
                                 EXHIBIT INDEX
Exhibit No.                        Exhibit
-----------                        -------
4               Instruments Defining Rights of Security Holders: 
                     Letter of Participation under Komag,
                     Incorporated Deferred Compensation Plan.
     5               Opinion of Brobeck, Phleger & Harrison LLP.
    23.1             Consent of Independent Auditors - Ernst & Young LLP.
    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-4 of this Registration 
                     Statement.
    99.1             Komag, Inc. Deferred Compensation Plan, together with Plan Amendment No. 1.