<PAGE>   1
================================================================================
As filed with the Securities and Exchange Commission on May 5, 2000
                                                      Registration No. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            -------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

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

           DELAWARE                                             95-2647125
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

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

                            8105 IRVINE CENTER DRIVE
                            IRVINE, CALIFORNIA 92618
                                 (949) 932-5000
               (Address, including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

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

                           WESTERN DIGITAL CORPORATION
                        BROAD-BASED STOCK INCENTIVE PLAN
                              (Full Title of Plan)

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

                              MICHAEL A. CORNELIUS
               VICE PRESIDENT, LAW & ADMINISTRATION AND SECRETARY
                           WESTERN DIGITAL CORPORATION
                            8105 IRVINE CENTER DRIVE
                            IRVINE, CALIFORNIA 92618
                                 (949) 932-5000
       (Name, Address, including Zip Code, and Telephone Number, including
                        Area Code, of Agent for Service)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
                                                      PROPOSED        PROPOSED
                                                      MAXIMUM         MAXIMUM
                                      AMOUNT          OFFERING       AGGREGATE      AMOUNT OF
      TITLE OF SECURITIES              TO BE         PRICE PER        OFFERING     REGISTRATION
        TO BE REGISTERED           REGISTERED(1)      SHARE(2)        PRICE(2)         FEE
------------------------------------------------------------------------------------------------
<S>                                <C>               <C>            <C>            <C>
         Common Stock,              20,000,000        $6.8125       $136,250,000    $35,970.00
   par value $0.01 per share
================================================================================================
</TABLE>

(1)     Each share of Common Stock includes a right to purchase one
        one-thousandth of a share of Series A Junior Participating Preferred
        Stock pursuant to the Rights Agreement between Western Digital
        Corporation and American Stock Transfer and Trust Company, as Rights
        Agent, as amended. Pursuant to Rule 416(a), this Registration Statement
        also covers shares issued pursuant to antidilution provisions set forth
        in the Broad-Based Stock Incentive Plan. In addition, pursuant to Rule
        416(c), this Registration Statement also covers an indeterminate amount
        of interests to be offered or sold pursuant to the Broad-Based Stock
        Incentive Plan described herein.
(2)     Estimated solely for the purpose of calculating the registration fee
        pursuant to Rules 457(c) and 457(h) and based on the average of the high
        and the low price of the Common Stock of Western Digital Corporation as
        reported on May 2, 2000 on the New York Stock Exchange.

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


<PAGE>   2


                                  INTRODUCTION

        This Registration Statement on Form S-8 is filed by Western Digital
Corporation, a Delaware corporation (the "Company"), and relates to 20,000,000
shares of Common Stock of the Company issuable pursuant to the Company's
Broad-Based Stock Incentive Plan (the "Plan").



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*       Information required by Part I of Form S-8 to be contained in the
        Section 10(a) prospectus is omitted from this registration statement in
        accordance with Rule 428 under the Securities Act of 1933, as amended
        (the "Securities Act"), and the Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:

        a)      The Company's Annual Report on Form 10-K for fiscal year ended
                July 3, 1999;

        b)      The Company's Quarterly Reports on Form 10-Q for the quarters
                ended October 2, 1999 and December 31, 1999;

        c)      The Company's Current Reports on Form 8-K dated September 30,
                1999, October 6, 1999, October 20, 1999, November 12, 1999,
                January 13, 2000, January 20, 2000, January 25, 2000 and April
                27, 2000;

        d)      The description of the Company's Common Stock contained in the
                Company's Registration Statement on Form S-1 (Registration No.
                33-54968), including any amendment or report filed for the
                purpose of updating such description; and

        e)      The description of the Company's Rights contained in the
                Company's Registration Statement on Form 8-A (File No.
                001-08703), including any amendment or report filed for the
                purpose of updating such description.

        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment hereto that indicates that all securities
offered hereunder have been sold or that deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.

        For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

                                       2

<PAGE>   3

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145(a) of the General Corporation Law of the State of Delaware
(the "GCL") provides that a Delaware corporation may 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, whether civil, criminal, administrative
or investigative, other than an action by or in the right of the corporation, by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no cause to believe his conduct was
unlawful.

        Section 145(b) of the GCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if he or she acted under similar standards to
those set forth above, except that no indemnification may be made in respect to
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine that despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to be indemnified for such
expenses which the court shall deem proper.

        Section 145 of the GCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsection (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against such officer
or director and incurred by him or her in any such capacity or arising out of
his or her status as such, whether or not the corporation would have the power
to indemnify him or her against such liabilities under Section 145.

        As permitted by Section 102(b)(7) of the GCL, the Company's Certificate
of Incorporation provides that a director shall not be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director. However, such provision does not eliminate or limit the liability of a
director for acts or omissions not in good faith or for breaching his or her
duty of loyalty, engaging in intentional misconduct or knowingly violating the
law, paying a dividend or approving a stock repurchase which was illegal, or
obtaining an improper personal benefit. A provision of this type has no effect
on the availability of equitable remedies, such as injunction or rescission, for
breach of fiduciary duty.

        The Company's Bylaws require that directors and officers be indemnified
to the maximum extent permitted by Delaware law.

        The Company may, from time to time, enter into indemnity agreements with
each of its directors and officers requiring that the Company pay on behalf of
each director and officer party thereto any amount that he or she is or becomes
legally obligated to pay because of any claim or claims made against him or her
because of any act or omission or neglect or breach of duty including any actual
or alleged error or misstatement or misleading statement, which he or she
commits or suffers while acting in his or her capacity as a director and/or
officer of the Company and solely because of his or her being a director and/or
officer. Under the GCL, absent such an indemnity agreement, indemnification of a
director or officer is discretionary rather than mandatory (except in the case
of a


                                       3
<PAGE>   4

proceeding in which a director or officer is successful on the merits).
Consistent with the Company's Bylaw provision on the subject, the indemnity
agreements require the Company to make prompt payment of defense and
investigation costs and expenses at the request of the director or officer in
advance of indemnification, provided that the recipient undertakes to repay the
amounts if it is ultimately determined that he or she is not entitled to
indemnification for such expense and provided further that such advance shall
not be made if it is determined that the director or officer acted in bad faith
or deliberately breached his or her duty to the Company or its stockholders and,
as a result, it is more likely than not that it will ultimately be determined
that he or she is not entitled to indemnification under the terms of the
indemnity agreement. The indemnity agreements make the advance of litigation
expenses mandatory absent a special determination to the contrary, whereas under
the GCL absent such an indemnity agreement, such advance would be discretionary.
Under the indemnity agreement, the Company would not be required to pay or
reimburse the director or officer for his or her expenses in seeking
indemnification recovery against the Company. By the terms of the indemnity
agreement, its benefits are not available if the director or officer has other
indemnification or insurance coverage for the subject claim or, with respect to
the matters giving rise to the claim, (i) received a personal benefit, (ii)
violated Section 16(b) of the Securities Exchange Act of 1934 or analogous
provisions of law, or (iii) committed certain acts of dishonesty. Absent the
indemnity agreement, indemnification that might be made available to directors
and officers could be changed by amendments to the Company's Certificate of
Incorporation or Bylaws.

        The Company has a policy of directors' liability insurance which insures
the directors and officers against the cost of defense, settlement or payment of
a judgment under certain circumstances.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.


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

    4.1        Amended and Restated Certificate of Incorporation of the Company
               (incorporated by reference to Exhibit 3.4.1 to the Company's
               Quarterly Report on Form 10-Q for the quarter ended March 29,
               1997, as filed with the Securities and Exchange Commission on May
               9, 1997).

    4.2        Bylaws of the Company (incorporated by reference to Exhibit 3.2
               to the Company's Quarterly Report on Form 10-Q for the quarter
               ended October 2, 1999, as filed with the Securities and Exchange
               Commission on November 16, 1999).

    4.3        Rights Agreement between Western Digital Corporation and American
               Stock Transfer and Trust Company, as Rights Agent (incorporated
               by reference to the Company's Registration Statement on Form 8-A,
               as filed with the Securities and Exchange Commission on November
               19, 1998).

    4.4        Amendment to Rights Agreement between Western Digital Corporation
               and American Stock Transfer and Trust Company, as Rights Agent.

    4.5        Form of Common Stock Certificate (incorporated by reference to
               the Company's Registration Statement on Form 8-B, as filed with
               the Securities and Exchange Commission on April 3, 1987).

    5          Opinion of Gibson, Dunn & Crutcher LLP.

    23.1       Consent of KPMG LLP, independent auditors.

    23.2       Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5
               hereto).

    24         Power of Attorney (contained on signature page hereto).


ITEM 9. UNDERTAKINGS.

        (a)    The undersigned registrant hereby undertakes:

                                       4

<PAGE>   5

               (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;

                      (ii) To reflect in the prospectus any facts or events
                      arising after the effective date of the 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 the Registration Statement;

                      (iii) To include any material information with respect to
                      the plan of distribution not previously disclosed in the
                      Registration Statement or any material change to such
                      information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

               (2) That, for the purpose of determining any liability under the
Securities 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.

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act) that is
incorporated by reference in 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
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by a final
adjudication of such issue.

                                       5

<PAGE>   6

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on May 4, 2000.

                                   WESTERN DIGITAL CORPORATION


                                   By:  /s/ Matthew E. Massengill
                                      ------------------------------------------
                                      Matthew E. Massengill
                                      President and Chief Executive Officer



                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints
MATTHEW E. MASSENGILL and MICHAEL A. CORNELIUS his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as full to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>

   NAME AND SIGNATURE                       TITLE                           DATE
   ------------------                       -----                           ----
<S>                                 <C>                                 <C>
/s/ Matthew E. Massengill           President, Chief Executive Officer  May 4, 2000
-----------------------------       and Director (Principal Executive
Matthew E. Massengill               Officer)



                                    Chairman of the Board               May 4, 2000
-----------------------------
Charles A. Haggerty


/s/ Teresa Hopp                     Senior Vice President, Finance      May 4, 2000
-----------------------------       and Chief Financial Officer
Teresa Hopp                         (Principal Financial and Accounting
                                    Officer)


/s/ James A. Abrahamson             Director                            May 4, 2000
-----------------------------
James A. Abrahamson
</TABLE>


                                       6
<PAGE>   7

<TABLE>
<CAPTION>

<S>                                 <C>                                 <C>
                                    Director                            May 4, 2000
-----------------------------
Peter D. Behrendt


/s/ I.M. Booth                      Director                            May 4, 2000
-----------------------------
I.M. Booth


/s/ Andre R. Horn                   Director                            May 4, 2000
-----------------------------
Andre R. Horn


/s/ Anne O. Krueger                 Director                            May 4, 2000
-----------------------------
Anne O. Krueger


/s/ Thomas E. Pardun                Director                            May 4, 2000
-----------------------------
Thomas E. Pardun
</TABLE>

                                       7
<PAGE>   8


                                  EXHIBIT INDEX

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

    4.1        Amended and Restated Certificate of Incorporation of the Company
               (incorporated by reference to Exhibit 3.4.1 to the Company's
               Quarterly Report on Form 10-Q for the quarter ended March 29,
               1997, as filed with the Securities and Exchange Commission on May
               9, 1997).

    4.2        Bylaws of the Company (incorporated by reference to Exhibit 3.2
               to the Company's Quarterly Report on Form 10-Q for the quarter
               ended October 2, 1999, as filed with the Securities and Exchange
               Commission on November 16, 1999).

    4.3        Rights Agreement between Western Digital Corporation and American
               Stock Transfer and Trust Company, as Rights Agent (incorporated
               by reference to the Company's Registration Statement on Form 8-A,
               as filed with the Securities and Exchange Commission on November
               19, 1998).

    4.4        Amendment to Rights Agreement between Western Digital Corporation
               and American Stock Transfer and Trust Company, as Rights Agent.

    4.5        Form of Common Stock Certificate (incorporated by reference to
               the Company's Registration Statement on Form 8-B, as filed with
               the Securities and Exchange Commission on April 3, 1987).

    5          Opinion of Gibson, Dunn & Crutcher LLP.

    23.1       Consent of KPMG LLP, independent auditors.

    23.2       Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5
               hereto).

    24         Power of Attorney (contained on signature page hereto).

                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26117}]
{"company-data": {"conformed-name": "WESTERN DIGITAL CORP", "cik": "0000106040", "assigned-sic": "3572", "irs-number": "952647125", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36332", "film-number": "619720"}, "business-address": {"street1": "8105 IRVINE CENTER DR", "city": "IRVINE", "state": "CA", "zip": "92618", "phone": "9499325000"}, "mail-address": {"street1": "8105 IRVINE CENTER DR", "city": "IRVINE", "state": "CA", "zip": "92618"}, "former-company": {"former-conformed-name": "GENERAL DIGITAL CORP", "date-changed": "19730125"}}
1
================================================================================
As filed with the Securities and Exchange Commission on May 5, 2000
                                                      Registration No. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            -------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

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

           DELAWARE                                             95-2647125
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

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

                            8105 IRVINE CENTER DRIVE
                            IRVINE, CALIFORNIA 92618
                                 (949) 932-5000
               (Address, including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

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

                           WESTERN DIGITAL CORPORATION
                        BROAD-BASED STOCK INCENTIVE PLAN
                              (Full Title of Plan)

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

                              MICHAEL A. CORNELIUS
               VICE PRESIDENT, LAW & ADMINISTRATION AND SECRETARY
                           WESTERN DIGITAL CORPORATION
                            8105 IRVINE CENTER DRIVE
                            IRVINE, CALIFORNIA 92618
                                 (949) 932-5000
       (Name, Address, including Zip Code, and Telephone Number, including
                        Area Code, of Agent for Service)

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

                         CALCULATION OF REGISTRATION FEE
================================================================================================
                                                      PROPOSED        PROPOSED
                                                      MAXIMUM         MAXIMUM
                                      AMOUNT          OFFERING       AGGREGATE      AMOUNT OF
      TITLE OF SECURITIES              TO BE         PRICE PER        OFFERING     REGISTRATION
        TO BE REGISTERED           REGISTERED(1)      SHARE(2)        PRICE(2)         FEE
------------------------------------------------------------------------------------------------
Common Stock,              20,000,000        $6.8125       $136,250,000    $35,970.00
   par value $0.01 per share
================================================================================================
(1)     Each share of Common Stock includes a right to purchase one
        one-thousandth of a share of Series A Junior Participating Preferred
        Stock pursuant to the Rights Agreement between Western Digital
        Corporation and American Stock Transfer and Trust Company, as Rights
        Agent, as amended. Pursuant to Rule 416(a), this Registration Statement
        also covers shares issued pursuant to antidilution provisions set forth
        in the Broad-Based Stock Incentive Plan. In addition, pursuant to Rule
        416(c), this Registration Statement also covers an indeterminate amount
        of interests to be offered or sold pursuant to the Broad-Based Stock
        Incentive Plan described herein.
(2)     Estimated solely for the purpose of calculating the registration fee
        pursuant to Rules 457(c) and 457(h) and based on the average of the high
        and the low price of the Common Stock of Western Digital Corporation as
        reported on May 2, 2000 on the New York Stock Exchange.

================================================================================
2

                                  INTRODUCTION

        This Registration Statement on Form S-8 is filed by Western Digital
Corporation, a Delaware corporation (the "Company"), and relates to 20,000,000
shares of Common Stock of the Company issuable pursuant to the Company's
Broad-Based Stock Incentive Plan (the "Plan").

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*       Information required by Part I of Form S-8 to be contained in the
        Section 10(a) prospectus is omitted from this registration statement in
        accordance with Rule 428 under the Securities Act of 1933, as amended
        (the "Securities Act"), and the Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:

        a)      The Company's Annual Report on Form 10-K for fiscal year ended
                July 3, 1999;

        b)      The Company's Quarterly Reports on Form 10-Q for the quarters
                ended October 2, 1999 and December 31, 1999;

        c)      The Company's Current Reports on Form 8-K dated September 30,
                1999, October 6, 1999, October 20, 1999, November 12, 1999,
                January 13, 2000, January 20, 2000, January 25, 2000 and April
                27, 2000;

        d)      The description of the Company's Common Stock contained in the
                Company's Registration Statement on Form S-1 (Registration No.
                33-54968), including any amendment or report filed for the
                purpose of updating such description; and

        e)      The description of the Company's Rights contained in the
                Company's Registration Statement on Form 8-A (File No.
                001-08703), including any amendment or report filed for the
                purpose of updating such description.

        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment hereto that indicates that all securities
offered hereunder have been sold or that deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.

        For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

                                       2
3

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145(a) of the General Corporation Law of the State of Delaware
(the "GCL") provides that a Delaware corporation may 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, whether civil, criminal, administrative
or investigative, other than an action by or in the right of the corporation, by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no cause to believe his conduct was
unlawful.

        Section 145(b) of the GCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if he or she acted under similar standards to
those set forth above, except that no indemnification may be made in respect to
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine that despite the
adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to be indemnified for such
expenses which the court shall deem proper.

        Section 145 of the GCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsection (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against such officer
or director and incurred by him or her in any such capacity or arising out of
his or her status as such, whether or not the corporation would have the power
to indemnify him or her against such liabilities under Section 145.

        As permitted by Section 102(b)(7) of the GCL, the Company's Certificate
of Incorporation provides that a director shall not be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director. However, such provision does not eliminate or limit the liability of a
director for acts or omissions not in good faith or for breaching his or her
duty of loyalty, engaging in intentional misconduct or knowingly violating the
law, paying a dividend or approving a stock repurchase which was illegal, or
obtaining an improper personal benefit. A provision of this type has no effect
on the availability of equitable remedies, such as injunction or rescission, for
breach of fiduciary duty.

        The Company's Bylaws require that directors and officers be indemnified
to the maximum extent permitted by Delaware law.

        The Company may, from time to time, enter into indemnity agreements with
each of its directors and officers requiring that the Company pay on behalf of
each director and officer party thereto any amount that he or she is or becomes
legally obligated to pay because of any claim or claims made against him or her
because of any act or omission or neglect or breach of duty including any actual
or alleged error or misstatement or misleading statement, which he or she
commits or suffers while acting in his or her capacity as a director and/or
officer of the Company and solely because of his or her being a director and/or
officer. Under the GCL, absent such an indemnity agreement, indemnification of a
director or officer is discretionary rather than mandatory (except in the case
of a

                                       3
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proceeding in which a director or officer is successful on the merits).
Consistent with the Company's Bylaw provision on the subject, the indemnity
agreements require the Company to make prompt payment of defense and
investigation costs and expenses at the request of the director or officer in
advance of indemnification, provided that the recipient undertakes to repay the
amounts if it is ultimately determined that he or she is not entitled to
indemnification for such expense and provided further that such advance shall
not be made if it is determined that the director or officer acted in bad faith
or deliberately breached his or her duty to the Company or its stockholders and,
as a result, it is more likely than not that it will ultimately be determined
that he or she is not entitled to indemnification under the terms of the
indemnity agreement. The indemnity agreements make the advance of litigation
expenses mandatory absent a special determination to the contrary, whereas under
the GCL absent such an indemnity agreement, such advance would be discretionary.
Under the indemnity agreement, the Company would not be required to pay or
reimburse the director or officer for his or her expenses in seeking
indemnification recovery against the Company. By the terms of the indemnity
agreement, its benefits are not available if the director or officer has other
indemnification or insurance coverage for the subject claim or, with respect to
the matters giving rise to the claim, (i) received a personal benefit, (ii)
violated Section 16(b) of the Securities Exchange Act of 1934 or analogous
provisions of law, or (iii) committed certain acts of dishonesty. Absent the
indemnity agreement, indemnification that might be made available to directors
and officers could be changed by amendments to the Company's Certificate of
Incorporation or Bylaws.

        The Company has a policy of directors' liability insurance which insures
the directors and officers against the cost of defense, settlement or payment of
a judgment under certain circumstances.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

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

    4.1        Amended and Restated Certificate of Incorporation of the Company
               (incorporated by reference to Exhibit 3.4.1 to the Company's
               Quarterly Report on Form 10-Q for the quarter ended March 29,
               1997, as filed with the Securities and Exchange Commission on May
               9, 1997).

    4.2        Bylaws of the Company (incorporated by reference to Exhibit 3.2
               to the Company's Quarterly Report on Form 10-Q for the quarter
               ended October 2, 1999, as filed with the Securities and Exchange
               Commission on November 16, 1999).

    4.3        Rights Agreement between Western Digital Corporation and American
               Stock Transfer and Trust Company, as Rights Agent (incorporated
               by reference to the Company's Registration Statement on Form 8-A,
               as filed with the Securities and Exchange Commission on November
               19, 1998).

    4.4        Amendment to Rights Agreement between Western Digital Corporation
               and American Stock Transfer and Trust Company, as Rights Agent.

    4.5        Form of Common Stock Certificate (incorporated by reference to
               the Company's Registration Statement on Form 8-B, as filed with
               the Securities and Exchange Commission on April 3, 1987).

    5          Opinion of Gibson, Dunn & Crutcher LLP.

    23.1       Consent of KPMG LLP, independent auditors.

    23.2       Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5
               hereto).

    24         Power of Attorney (contained on signature page hereto).

ITEM 9. UNDERTAKINGS.

        (a)    The undersigned registrant hereby undertakes:

                                       4
5

               (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;

                      (ii) To reflect in the prospectus any facts or events
                      arising after the effective date of the 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 the Registration Statement;

                      (iii) To include any material information with respect to
                      the plan of distribution not previously disclosed in the
                      Registration Statement or any material change to such
                      information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

               (2) That, for the purpose of determining any liability under the
Securities 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.

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act) that is
incorporated by reference in 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
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by a final
adjudication of such issue.

                                       5
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                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on May 4, 2000.

                                   WESTERN DIGITAL CORPORATION

                                   By:  /s/ Matthew E. Massengill
                                      ------------------------------------------
                                      Matthew E. Massengill
                                      President and Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints
MATTHEW E. MASSENGILL and MICHAEL A. CORNELIUS his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as full to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME AND SIGNATURE                       TITLE                           DATE
   ------------------                       -----                           ----
/s/ Matthew E. Massengill           President, Chief Executive Officer  May 4, 2000
-----------------------------       and Director (Principal Executive
Matthew E. Massengill               Officer)

                                    Chairman of the Board               May 4, 2000
-----------------------------
Charles A. Haggerty

/s/ Teresa Hopp                     Senior Vice President, Finance      May 4, 2000
-----------------------------       and Chief Financial Officer
Teresa Hopp                         (Principal Financial and Accounting
                                    Officer)

/s/ James A. Abrahamson             Director                            May 4, 2000
-----------------------------
James A. Abrahamson
6
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Director                            May 4, 2000
-----------------------------
Peter D. Behrendt

/s/ I.M. Booth                      Director                            May 4, 2000
-----------------------------
I.M. Booth

/s/ Andre R. Horn                   Director                            May 4, 2000
-----------------------------
Andre R. Horn

/s/ Anne O. Krueger                 Director                            May 4, 2000
-----------------------------
Anne O. Krueger

/s/ Thomas E. Pardun                Director                            May 4, 2000
-----------------------------
Thomas E. Pardun
7
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                                  EXHIBIT INDEX

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

    4.1        Amended and Restated Certificate of Incorporation of the Company
               (incorporated by reference to Exhibit 3.4.1 to the Company's
               Quarterly Report on Form 10-Q for the quarter ended March 29,
               1997, as filed with the Securities and Exchange Commission on May
               9, 1997).

    4.2        Bylaws of the Company (incorporated by reference to Exhibit 3.2
               to the Company's Quarterly Report on Form 10-Q for the quarter
               ended October 2, 1999, as filed with the Securities and Exchange
               Commission on November 16, 1999).

    4.3        Rights Agreement between Western Digital Corporation and American
               Stock Transfer and Trust Company, as Rights Agent (incorporated
               by reference to the Company's Registration Statement on Form 8-A,
               as filed with the Securities and Exchange Commission on November
               19, 1998).

    4.4        Amendment to Rights Agreement between Western Digital Corporation
               and American Stock Transfer and Trust Company, as Rights Agent.

    4.5        Form of Common Stock Certificate (incorporated by reference to
               the Company's Registration Statement on Form 8-B, as filed with
               the Securities and Exchange Commission on April 3, 1987).

    5          Opinion of Gibson, Dunn & Crutcher LLP.

    23.1       Consent of KPMG LLP, independent auditors.

    23.2       Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5
               hereto).

    24         Power of Attorney (contained on signature page hereto).

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