As filed with the Securities and Exchange Commission on March 25, 1997
                                      Registration No. 333-________


                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                       ____________________

                             FORM S-8
                      REGISTRATION STATEMENT
                              Under
                    THE SECURITIES ACT OF 1933
                       ____________________

                      READ-RITE CORPORATION
      (Exact name of registrant as specified in its charter)


         DELAWARE                               94-2770690
 (State of Incorporation)                     (I.R.S. Employer
                                           Identification No.)

                      345 Los Coches Street
                    Milpitas, California 95035
   (Address of Principal Executive Offices, including Zip Code)

             ________________________________________

                   Employee Stock Purchase Plan
                     (Full title of the plan)
            _________________________________________

                        Cyril J. Yansouni
                     Chief Executive Officer
                      READ-RITE CORPORATION
                      345 Los Coches Street
                    Milpitas, California 95035
                          (408) 262-6700
    (Name, address and telephone number of agent for service)

                       ____________________

                            Copies to:

                     Francis S. Currie, Esq.
              WILSON SONSINI GOODRICH & ROSATI, P.C.
                        650 Page Mill Road
                 Palo Alto, California 94304-1050



                    CALCULATION OF REGISTRATION FEE

                                      Proposed                        
                                      Maximum    Proposed                 
                                      Offering   Maximum         
                         Amount to     Price     Aggregate       Amount of 
Title of Securities         be       Per Share   Offering      Registration
to be Registered        Registered      (1)      Price (1)        Fee           

                                                                        
Shares of Common Stock       500,000  $24.8125  $12,406,250.00   $3,759.47
to be issued under
Employee Stock Purchase
Plan
                                                                        

(1)  Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended (the "Securities Act"), whereby the per share price was determined
by reference to the average between the high and low price reported in the
Nasdaq National Market on March 19, 1997.

                REGISTRATION STATEMENT ON FORM S-8

                             PART II

          INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item  3.  Incorporation of Documents by Reference.

     The  following  documents and information previously  filed  with  the
Securities   and  Exchange  Commission  (the  "Commission")  by   Read-Rite
Corporation  (the "Company") are hereby incorporated by reference  in  this
Registration Statement:

     (a)   The  Company's Annual Report on Form 10-K for  the  fiscal  year
ended  September 30, 1996, filed pursuant to Section 13(a) or 15(d) of  the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

     (b)   The  Company's  Quarterly Report on Form  10-Q  for  the  fiscal
quarter  ended December 31, 1996, filed pursuant to Section 13(a) or  15(d)
of the Exchange Act.

     (c)   The description of the Company's common stock which is contained
in  the  Company's  Registration Statement  on  Form  8-A  filed  with  the
Commission on September 6, 1991 pursuant to Section 12 of the Exchange Act,
including  any  amendment or report filed for the purpose of  updating  any
such description.

     (d)  The description of the Company's Series A participating preferred
stock ("Series A Preferred  Stock") which  is  contained  in  the Company's
Registration  Statement  on Form 8-A filed with the  Commission on March 6,
1997 pursuant to Section 12 of  the  Exchange  Act,  including any amendment
or report  filed  for  the purpose of updating any such description.

     All   documents  subsequently  filed  by  the  Company   pursuant   to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange  Act,  prior  to  the
filing  of  a post-effective amendment which indicates that all  securities
registered  have  been  sold  or  which  deregisters  all  securities  then
remaining unsold, shall be deemed to be incorporated by reference  in  this
Registration  Statement and to be part hereof from the date  of  filing  of
such documents.


Item 4.  Description of Securities - Securities to be Purchased.

     In  March  1997  the  Board of Directors approved a  Preferred  Shares
Rights  Agreement  and declared a dividend distribution  of  one  Preferred
Share  Purchase  Right  (the "Rights") for each share of its  Common  Stock
outstanding  on  March 17, 1997 and each share of its Common  Stock  issued
thereafter  (subject to certain limitations).  Currently, the Rights  trade
with  shares of Common Stock and, when the Rights become exercisable,  each
Right  will  entitle  the  stockholder to buy 1/1000th of a  share  of  the
Company's Series A Preferred Stock at  an  exercise price of $150.00.  Each
such 1/1000th  of  a  share  of  Series  A  Preferred  Stock has rights and
preferences substantially identical to  those  of 1 share of the  Company's
Common Stock.  The Rights will  become
exercisable  and  will  trade  separately from  the  Common  Stock  (unless
postponed by action of the disinterested directors) on the earlier  of  (i)
ten  days  following  a  public announcement that a  person  or  group  has
acquired, or obtained the right to acquire, beneficial ownership of 20%  or
more  of  the outstanding Common Stock or (ii) ten business days  following
the commencement or announcement of a tender offer or exchange offer which,
if  consummated, would result in the beneficial ownership by  a  person  or
group  of  20% or more of the Company's outstanding Common Stock.   If  any
person  or  a  group  acquires 20% or more of the  Company's  Common  Stock
without  approval of the Company's Board of Directors, each Right not  held
by  the acquiring person would entitle its holder to purchase $300.00 worth
of  the Company's Common Stock for $150.00.  If, after any person or  group
acquires 20% or more of the Company's Common Stock without the approval  of
the  Board  of  Directors, the Company is acquired in  a  merger  or  other
business  combination  transaction, each Right not held  by  the  acquiring
person  would  entitle its holder to purchase $300.00 worth of  the  common
stock of the acquiring company for $150.00.  Under certain conditions,  the
Company may elect to redeem the Rights for $0.001 per Right or to cause the
exchange  of each Right not held by the acquiring person for one  share  of
the  Company's Common Stock.  Additionally, the exercise price,  number  of
Rights, and number of shares of Common Stock that may be acquired for  that
price are subject to adjustment from time to time to prevent dilution.  The
Rights expire on March 17, 2007 unless previously exchanged or redeemed  as
described  above, or terminated in connection with the acquisition  of  the
Company  by consolidation or merger approved by the Board of Directors  and
satisfying certain conditions.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     The  Company's  Certificate of Incorporation limits,  to  the  maximum
extent  permitted by Delaware law, the personal liability of directors  for
monetary  damages  for their conduct as a director.  The  Company's  Bylaws
provide that the Company shall indemnify its officers and directors and may
indemnify its employees and other agents to the fullest extent permitted by
law.   The Bylaws authorize the use of indemnification agreements  and  the
Company  has  entered into such agreements with each of its  directors  and
executive officers.

     Section  145 of the Delaware General Corporation Law ("Delaware  Law")
provides that a corporation may indemnify a director, officer, employee  or
agent  made  a  party  to an action by reason of the fact  that  he  was  a
director,  officer, employee or agent of the corporation or was serving  at
the  request  of  the corporation against expenses actually and  reasonably
incurred  by him in connection with such action 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,
had  no  reasonable cause to believe his conduct was unlawful.  The Company
also  maintains a policy of director and officer liability insurance  which
covers certain matters, including matters arising under the Securities Act.

     Delaware  Law does not permit a corporation to eliminate a  director's
duty  of  care,  and  the  provisions  of  the  Company's  Certificate   of
Incorporation have no effect on the availability of equitable remedies such
as  injunction or rescission, based upon a director's breach of the duty of
care.   Insofar  as  indemnification  for  liabilities  arising  under  the
Exchange  Act may be permitted to foregoing provisions and agreements,  the
Company  has  been  informed  that in the  opinion  of  the  staff  of  the
Commission  such indemnification is against public policy as  expressed  in
the Exchange Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

   Exhibit
   Number      Description

      4.1           Employee Stock Purchase Plan, as amended

      5.1           Opinion of Wilson Sonsini Goodrich & Rosati, P.C.

     23.1           Consent of Ernst & Young LLP, Independent Auditors

     23.2           Consent of Counsel (see Exhibit 5.1).

     24.1           Power of Attorney (see page II-4).

Item 9.  Undertakings.

     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 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.

     (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.

     (4)   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 Section  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 Exchange Act) that is
incorporated by reference in the 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.

     (5)   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  Exchange  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 Exchange Act and will be governed by  the
final adjudication of such issue.
     
                            SIGNATURES

     Pursuant  to  the  requirements of the Securities  Act  of  1933,  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 25th day of March 1997.

                              READ-RITE CORPORATION


                              By:/s/ Cyril J. Yansouni
                                   Cyril J. Yansouni
                                   Chairman of the Board of Directors
                                   and Chief Executive Officer


                        POWER OF ATTORNEY

     KNOW  ALL  PERSONS BY THESE PRESENTS, that each person whose signature
appears  below hereby constitutes and appoints Cyril J. Yansouni  and  John
Kurtzweil,   and  each  of  them  acting  individually,  as  his   or   her
attorney-in-fact, each with full power of substitution, for him or  her  in
any and all capacities, to sign any and all amendments to this Registration
Statement  on  Form  S-8, and to file the same, with exhibits  thereto  and
other  documents in connection therewith, with the Securities and  Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-
in-fact, or any substitute, may 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:
                                                     
        Signature                   Title                Date
                                                     
 /s/ Cyril J. Yansouni     Chief Executive Officer   March 25, 1997
    Cyril J. Yansouni      (Principal Executive      
                           Officer) and
                           Chairman of the Board
                           of Directors
                                                     
/s/ Frederic Schwettmann   President, Chief          March 25, 1997
  Frederic Schwettmann     Operating                 
                           Officer and Director
                           
 /s/ John T. Kurtzweil     Vice President, Finance   March 25, 1997
   John T. Kurtzweil       and                       
                           Chief Financial Officer
                           (Principal
                           Financial and
                           Accounting Officer)
                                                     
  /s/ John G. Linvill      Director                  March 25, 1997
    John G. Linvill                                  
                                                     
  /s/ William J. Almon     Director                  March 25, 1997
    William J. Almon                                 
                                                     
/s/ Michael L. Hackworth   Director                  March 25, 1997
  Michael L. Hackworth                               

/s/ Matthew. J. O'Rourke   Director                  March 25, 1997
  Matthew J. O'Rourke                                



                      READ-RITE CORPORATION

                REGISTRATION STATEMENT ON FORM S-8

                        INDEX TO EXHIBITS


                                                           Sequentially
 Exhibit                                                     Numbered
 Number   Description                                           Page

   4.1    Employee Stock Purchase Plan, as amended

   5.1    Opinion of Wilson Sonsini Goodrich & Rosati, P.C.

  23.1    Consent of Ernst & Young LLP, Independent Auditors

  23.2    Consent of Counsel (see Exhibit 5.1).

  24.1    Power of Attorney (see page II-4).







                         March 21, 1997



Read-Rite Corporation
345 Los Coches Street
Milpitas, California 95035

     Re: Registration Statement on Form S-8

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-8 to be filed by
you  with the Securities and Exchange Commission on or about March 24, 1997
(the  "Registration  Statement") in connection with the registration  under
the Securities Act of 1933, as amended, of 500,000 shares (the "Shares") of
your Common Stock under your Employee Stock Purchase Plan (the "Plan").  As
your  counsel  in  connection with this transaction, we have  examined  the
proceedings  taken  and are familiar with the proceedings  proposed  to  be
taken  by  you  in  connection with the issuance and  sale  of  the  Shares
pursuant to the Plan.

     It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken by you prior to the issuance
of the Shares pursuant to the Registration Statement and the Plan, and upon
completion  of the actions being taken in order to permit such transactions
to  be  carried out in accordance with the securities laws of  the  various
states where required, the Shares will be legally and validly issued, fully-
paid and non-assessable.

     We  consent  to  the  use  of  this  opinion  as  an  exhibit  to  the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any amendments thereto.

                             Very truly yours,

                             WILSON SONSINI GOODRICH & ROSATI, P.C.
                             Professional Corporation
                             
                             /s/  WILSON, SONSINI, GOODRICH & ROSATI





                          EXHIBIT 23.1


            CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Employee Stock Purchase Plan of Read-Rite
Corporation, of our report dated October 21, 1996, except for Note 11, for
which the date is December 11, 1996, with respect to the consolidated
financial statements and schedule of Read-Rite Corporation included in its
Annual Report (Form 10-K) for the year ended September 30, 1996, filed with
the Securities and Exchange Commission.


                                        /s/  Ernst & Young, LLP

San Jose, California
March 21, 1997
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19407}]
{"company-data": {"conformed-name": "READ RITE CORP /DE/", "cik": "0000819480", "assigned-sic": "3679", "irs-number": "942770690", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23973", "film-number": "97563330"}, "business-address": {"street1": "345 LOS COCHES ST", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4082626700"}, "mail-address": {"street1": "345 LOS COCHES STREET", "city": "MILPITAS", "state": "CA", "zip": "95035"}}
As filed with the Securities and Exchange Commission on March 25, 1997
                                      Registration No. 333-________

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                       ____________________

                             FORM S-8
                      REGISTRATION STATEMENT
                              Under
                    THE SECURITIES ACT OF 1933
                       ____________________

                      READ-RITE CORPORATION
      (Exact name of registrant as specified in its charter)

         DELAWARE                               94-2770690
 (State of Incorporation)                     (I.R.S. Employer
                                           Identification No.)

                      345 Los Coches Street
                    Milpitas, California 95035
   (Address of Principal Executive Offices, including Zip Code)

             ________________________________________

                   Employee Stock Purchase Plan
                     (Full title of the plan)
            _________________________________________

                        Cyril J. Yansouni
                     Chief Executive Officer
                      READ-RITE CORPORATION
                      345 Los Coches Street
                    Milpitas, California 95035
                          (408) 262-6700
    (Name, address and telephone number of agent for service)

                       ____________________

                            Copies to:

                     Francis S. Currie, Esq.
              WILSON SONSINI GOODRICH & ROSATI, P.C.
                        650 Page Mill Road
                 Palo Alto, California 94304-1050

                    CALCULATION OF REGISTRATION FEE

                                      Proposed                        
                                      Maximum    Proposed                 
                                      Offering   Maximum         
                         Amount to     Price     Aggregate       Amount of 
Title of Securities         be       Per Share   Offering      Registration
to be Registered        Registered      (1)      Price (1)        Fee           

                                                                        
Shares of Common Stock       500,000  $24.8125  $12,406,250.00   $3,759.47
to be issued under
Employee Stock Purchase
Plan
                                                                        

(1)  Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended (the "Securities Act"), whereby the per share price was determined
by reference to the average between the high and low price reported in the
Nasdaq National Market on March 19, 1997.

                REGISTRATION STATEMENT ON FORM S-8

                             PART II

          INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item  3.  Incorporation of Documents by Reference.

     The  following  documents and information previously  filed  with  the
Securities   and  Exchange  Commission  (the  "Commission")  by   Read-Rite
Corporation  (the "Company") are hereby incorporated by reference  in  this
Registration Statement:

     (a)   The  Company's Annual Report on Form 10-K for  the  fiscal  year
ended  September 30, 1996, filed pursuant to Section 13(a) or 15(d) of  the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

     (b)   The  Company's  Quarterly Report on Form  10-Q  for  the  fiscal
quarter  ended December 31, 1996, filed pursuant to Section 13(a) or  15(d)
of the Exchange Act.

     (c)   The description of the Company's common stock which is contained
in  the  Company's  Registration Statement  on  Form  8-A  filed  with  the
Commission on September 6, 1991 pursuant to Section 12 of the Exchange Act,
including  any  amendment or report filed for the purpose of  updating  any
such description.

     (d)  The description of the Company's Series A participating preferred
stock ("Series A Preferred  Stock") which  is  contained  in  the Company's
Registration  Statement  on Form 8-A filed with the  Commission on March 6,
1997 pursuant to Section 12 of  the  Exchange  Act,  including any amendment
or report  filed  for  the purpose of updating any such description.

     All   documents  subsequently  filed  by  the  Company   pursuant   to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange  Act,  prior  to  the
filing  of  a post-effective amendment which indicates that all  securities
registered  have  been  sold  or  which  deregisters  all  securities  then
remaining unsold, shall be deemed to be incorporated by reference  in  this
Registration  Statement and to be part hereof from the date  of  filing  of
such documents.

Item 4.  Description of Securities - Securities to be Purchased.

     In  March  1997  the  Board of Directors approved a  Preferred  Shares
Rights  Agreement  and declared a dividend distribution  of  one  Preferred
Share  Purchase  Right  (the "Rights") for each share of its  Common  Stock
outstanding  on  March 17, 1997 and each share of its Common  Stock  issued
thereafter  (subject to certain limitations).  Currently, the Rights  trade
with  shares of Common Stock and, when the Rights become exercisable,  each
Right  will  entitle  the  stockholder to buy 1/1000th of a  share  of  the
Company's Series A Preferred Stock at  an  exercise price of $150.00.  Each
such 1/1000th  of  a  share  of  Series  A  Preferred  Stock has rights and
preferences substantially identical to  those  of 1 share of the  Company's
Common Stock.  The Rights will  become
exercisable  and  will  trade  separately from  the  Common  Stock  (unless
postponed by action of the disinterested directors) on the earlier  of  (i)
ten  days  following  a  public announcement that a  person  or  group  has
acquired, or obtained the right to acquire, beneficial ownership of 20%  or
more  of  the outstanding Common Stock or (ii) ten business days  following
the commencement or announcement of a tender offer or exchange offer which,
if  consummated, would result in the beneficial ownership by  a  person  or
group  of  20% or more of the Company's outstanding Common Stock.   If  any
person  or  a  group  acquires 20% or more of the  Company's  Common  Stock
without  approval of the Company's Board of Directors, each Right not  held
by  the acquiring person would entitle its holder to purchase $300.00 worth
of  the Company's Common Stock for $150.00.  If, after any person or  group
acquires 20% or more of the Company's Common Stock without the approval  of
the  Board  of  Directors, the Company is acquired in  a  merger  or  other
business  combination  transaction, each Right not held  by  the  acquiring
person  would  entitle its holder to purchase $300.00 worth of  the  common
stock of the acquiring company for $150.00.  Under certain conditions,  the
Company may elect to redeem the Rights for $0.001 per Right or to cause the
exchange  of each Right not held by the acquiring person for one  share  of
the  Company's Common Stock.  Additionally, the exercise price,  number  of
Rights, and number of shares of Common Stock that may be acquired for  that
price are subject to adjustment from time to time to prevent dilution.  The
Rights expire on March 17, 2007 unless previously exchanged or redeemed  as
described  above, or terminated in connection with the acquisition  of  the
Company  by consolidation or merger approved by the Board of Directors  and
satisfying certain conditions.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     The  Company's  Certificate of Incorporation limits,  to  the  maximum
extent  permitted by Delaware law, the personal liability of directors  for
monetary  damages  for their conduct as a director.  The  Company's  Bylaws
provide that the Company shall indemnify its officers and directors and may
indemnify its employees and other agents to the fullest extent permitted by
law.   The Bylaws authorize the use of indemnification agreements  and  the
Company  has  entered into such agreements with each of its  directors  and
executive officers.

     Section  145 of the Delaware General Corporation Law ("Delaware  Law")
provides that a corporation may indemnify a director, officer, employee  or
agent  made  a  party  to an action by reason of the fact  that  he  was  a
director,  officer, employee or agent of the corporation or was serving  at
the  request  of  the corporation against expenses actually and  reasonably
incurred  by him in connection with such action 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,
had  no  reasonable cause to believe his conduct was unlawful.  The Company
also  maintains a policy of director and officer liability insurance  which
covers certain matters, including matters arising under the Securities Act.

     Delaware  Law does not permit a corporation to eliminate a  director's
duty  of  care,  and  the  provisions  of  the  Company's  Certificate   of
Incorporation have no effect on the availability of equitable remedies such
as  injunction or rescission, based upon a director's breach of the duty of
care.   Insofar  as  indemnification  for  liabilities  arising  under  the
Exchange  Act may be permitted to foregoing provisions and agreements,  the
Company  has  been  informed  that in the  opinion  of  the  staff  of  the
Commission  such indemnification is against public policy as  expressed  in
the Exchange Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

   Exhibit
   Number      Description

      4.1           Employee Stock Purchase Plan, as amended

      5.1           Opinion of Wilson Sonsini Goodrich & Rosati, P.C.

     23.1           Consent of Ernst & Young LLP, Independent Auditors

     23.2           Consent of Counsel (see Exhibit 5.1).

     24.1           Power of Attorney (see page II-4).

Item 9.  Undertakings.

     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 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.

     (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.

     (4)   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 Section  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 Exchange Act) that is
incorporated by reference in the 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.

     (5)   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  Exchange  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 Exchange Act and will be governed by  the
final adjudication of such issue.
     
                            SIGNATURES

     Pursuant  to  the  requirements of the Securities  Act  of  1933,  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 25th day of March 1997.

                              READ-RITE CORPORATION

                              By:/s/ Cyril J. Yansouni
                                   Cyril J. Yansouni
                                   Chairman of the Board of Directors
                                   and Chief Executive Officer

                        POWER OF ATTORNEY

     KNOW  ALL  PERSONS BY THESE PRESENTS, that each person whose signature
appears  below hereby constitutes and appoints Cyril J. Yansouni  and  John
Kurtzweil,   and  each  of  them  acting  individually,  as  his   or   her
attorney-in-fact, each with full power of substitution, for him or  her  in
any and all capacities, to sign any and all amendments to this Registration
Statement  on  Form  S-8, and to file the same, with exhibits  thereto  and
other  documents in connection therewith, with the Securities and  Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-
in-fact, or any substitute, may 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:
                                                     
        Signature                   Title                Date
                                                     
 /s/ Cyril J. Yansouni     Chief Executive Officer   March 25, 1997
    Cyril J. Yansouni      (Principal Executive      
                           Officer) and
                           Chairman of the Board
                           of Directors
                                                     
/s/ Frederic Schwettmann   President, Chief          March 25, 1997
  Frederic Schwettmann     Operating                 
                           Officer and Director
                           
 /s/ John T. Kurtzweil     Vice President, Finance   March 25, 1997
   John T. Kurtzweil       and                       
                           Chief Financial Officer
                           (Principal
                           Financial and
                           Accounting Officer)
                                                     
  /s/ John G. Linvill      Director                  March 25, 1997
    John G. Linvill                                  
                                                     
  /s/ William J. Almon     Director                  March 25, 1997
    William J. Almon                                 
                                                     
/s/ Michael L. Hackworth   Director                  March 25, 1997
  Michael L. Hackworth                               

/s/ Matthew. J. O'Rourke   Director                  March 25, 1997
  Matthew J. O'Rourke                                

                      READ-RITE CORPORATION

                REGISTRATION STATEMENT ON FORM S-8

                        INDEX TO EXHIBITS

                                                           Sequentially
 Exhibit                                                     Numbered
 Number   Description                                           Page

   4.1    Employee Stock Purchase Plan, as amended

   5.1    Opinion of Wilson Sonsini Goodrich & Rosati, P.C.

  23.1    Consent of Ernst & Young LLP, Independent Auditors

  23.2    Consent of Counsel (see Exhibit 5.1).

  24.1    Power of Attorney (see page II-4).

                         March 21, 1997

Read-Rite Corporation
345 Los Coches Street
Milpitas, California 95035

     Re: Registration Statement on Form S-8

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-8 to be filed by
you  with the Securities and Exchange Commission on or about March 24, 1997
(the  "Registration  Statement") in connection with the registration  under
the Securities Act of 1933, as amended, of 500,000 shares (the "Shares") of
your Common Stock under your Employee Stock Purchase Plan (the "Plan").  As
your  counsel  in  connection with this transaction, we have  examined  the
proceedings  taken  and are familiar with the proceedings  proposed  to  be
taken  by  you  in  connection with the issuance and  sale  of  the  Shares
pursuant to the Plan.

     It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken by you prior to the issuance
of the Shares pursuant to the Registration Statement and the Plan, and upon
completion  of the actions being taken in order to permit such transactions
to  be  carried out in accordance with the securities laws of  the  various
states where required, the Shares will be legally and validly issued, fully-
paid and non-assessable.

     We  consent  to  the  use  of  this  opinion  as  an  exhibit  to  the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any amendments thereto.

                             Very truly yours,

                             WILSON SONSINI GOODRICH & ROSATI, P.C.
                             Professional Corporation
                             
                             /s/  WILSON, SONSINI, GOODRICH & ROSATI

                          EXHIBIT 23.1

            CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Employee Stock Purchase Plan of Read-Rite
Corporation, of our report dated October 21, 1996, except for Note 11, for
which the date is December 11, 1996, with respect to the consolidated
financial statements and schedule of Read-Rite Corporation included in its
Annual Report (Form 10-K) for the year ended September 30, 1996, filed with
the Securities and Exchange Commission.

                                        /s/  Ernst & Young, LLP

San Jose, California
March 21, 1997