As filed with the Securities and Exchange Commission on July 15, 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)

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

               KOMAG, INCORPORATED RESTATED 1987 STOCK OPTION PLAN
              KOMAG, INCORPORATED 1988 EMPLOYEE STOCK PURCHASE 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(1) per Share(2) Price(2)      Fee
  ----------                  ------------- ------------ --------      ---

Options to Purchase Common      2,500,000      N/A        N/A          N/A
Stock, $0.01 per value 
(Restated 1987 Stock 
Option Plan)

Common Stock, $0.01 par     2,500,000 shares  $18.00     $45,000,000  $13,636.00
value (Restated 1987
Stock Option Plan)

Common Stock, $0.01 par      750,000 shares   $18.00     $13,500,000  $ 4,091.00
value (1988 Employee
Stock Purchase Plan)

Aggregate filing fee                                                  $17,727.00

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

(1)      This  Registration  Statement shall also cover any additional shares of
         Common  Stock  which  become  issuable  under the  Komag,  Incorporated
         Restated  1987 Stock Option Plan and the 1988 Employee  Stock  Purchase
         Plan by reason of any stock dividend, stock split,  recapitalization or
         any  other  similar   transaction   effected  without  the  receipt  of
         consideration which results in an increase in the number of outstanding
         shares of Common Stock of Komag, Incorporated.

(2)      Calculated  solely for purposes of this  offering  under Rule 457(h) of
         the Securities Act of 1933, as amended,  on the basis of the average of
         the high and low  selling  prices  per share of Common  Stock of Komag,
         Incorporated  on July 10,  1997,  as  reported  on the Nasdaq  National
         Market.
<PAGE>

                                     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  Quarterly Report on Form 10-Q for the fiscal
                  quarter ended March 30, 1997,  filed with the SEC on April 30,
                  1997; and

         c.       The Registrant's  Registration Statement No. 00-016852 on Form
                  8-A  filed  with the SEC on April 29,  1988 in which  there is
                  described the terms,  rights and provisions  applicable to the
                  Registrant's outstanding Common Stock.

         All  reports  and  definitive  proxy or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "1934 Act") after the date of this Registration Statement and prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be  incorporated  by reference into this  Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any  subsequently  filed document which also is deemed to be  incorporated by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.


Item 4.  Description of Securities

         Not applicable.


Item 5.  Interests of Named Experts and Counsel

         Not applicable.


Item 6.  Indemnification of Directors and Officers

         The Registrant's Restated Certificate of Incorporation provides that no
director of the Registrant will be personally liable to the 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) 

<PAGE>

acted in a manner involving intentional misconduct or a knowing violation of law
or, in failing to act, acted in 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 Stockholders. Reference is made
                  to Registrant's  Registration  Statement No. 00-016852 on Form
                  8-A which is incorporated herein by reference pursuant to Item
                  3.c.
     5            Opinion of Brobeck, Phleger & Harrison LLP.
    23.1          Consent of Independent Auditors - Ernst & Young LLP.
    23.2          Consent of Brobeck,  Phleger & Harrison  LLP is  contained  in
                  Exhibit 5.
    24            Power  of  Attorney.  Reference  is made to page  II-5 of this
                  Registration Statement.
    99.1          Komag, Incorporated Restated 1987 Stock Option Plan.

                                      II-2
<PAGE>

    99.2*         Form of Notice of Grant of Stock Option.
    99.3*         Form of Stock Option Agreement (Employees/Consultants).
    99.4*         Form of Stock Option Agreement (Officers).
    99.5**        Form of  Notice  of  Non-Employee  Director  Automatic  Option
                  Grant.
    99.6          Form of Non-Employee  Director Stock Option Agreement (Initial
                  Option Grant).
    99.7          Form of Non-Employee  Director Stock Option Agreement  (Annual
                  Grant).
    99.8***       Komag, Incorporated 1988 Employee Stock Purchase Plan.
    99.9          Plan  Amendment to Komag,  Incorporated  1988  Employee  Stock
                  Purchase Plan effective as of January 22, 1997.
    99.10***      Form of  Enrollment  Form to be generally  used in  connection
                  with Komag, Incorporated 1988 Employee Stock Purchase Plan.

*Incorporated  by reference to Exhibits 28.4,  28.5 and 28.7,  respectively,  to
Registrant's  Registration Statement No. 33-53432 on Form S-8 filed with the SEC
on October 16, 1992.

**  Incorporated  by  reference  to Exhibit  99.5 to  Registrant's  Registration
Statement No. 333-06081 on Form S-8 filed with the SEC on June 14, 1996.

***  Incorporated  by  reference  to Exhibits  28.1 and 28.2,  respectively,  to
Registrant's  Registration Statement No. 33-53432 on Form S-8 filed with the SEC
on October 16, 1992.


                                      II-3
<PAGE>

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
either the Restated 1987 Stock Option Plan or the 1988 Employee  Stock  Purchase
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>


                                   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 San Jose,  State of California, on this 14th day
of July, 1997.


                                       KOMAG, INCORPORATED


                                       By: _____________________________________
                                           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
----------                -----                                       ----



------------------------  President, Chief Executive Officer       July 14, 1997
Stephen C. Johnson        and Director (Principal Executive                     
                          Officer)                                              
                                                                                
                          
                                      II-5

<PAGE>

Signatures                Title                                       Date
----------                -----                                       ----

------------------------  Chairman of the Board                    July 14, 1997
Tu Chen                   


------------------------  Senior Vice President,                   July 14, 1997
William L. Potts, Jr.     Chief Financial Officer and
                          Secretary (Principal Financial
                          and Accounting Officer)


------------------------  Director                                 July 14, 1997
Craig R. Barrett


------------------------  Director                                 July 14, 1997
Chris A. Eyre


------------------------  Director                                 July 14, 1997
Irwin Federman


------------------------  Director                                 July 14, 1997
George A. Neil


------------------------  Director                                 July 14, 1997
Max Palevsky


------------------------  Director                                 July 14, 1997
Anthony Sun


------------------------  Director                                 July 14, 1997
Masayoshi Takebayashi


                                      II-6
<PAGE>





                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933




                               KOMAG, INCORPORATED




<PAGE>


                                  EXHIBIT INDEX
                                  -------------

 Exhibit Number   Exhibit
 --------------   -------

     4            Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's  Registration  Statement No. 00-016852 on Form
                  8-A which is incorporated herein by reference pursuant to Item
                  3.c.
     5            Opinion of Brobeck, Phleger & Harrison LLP.
    23.1          Consent of Independent Auditors - Ernst & Young LLP.
    23.2          Consent of Brobeck,  Phleger & Harrison  LLP is  contained  in
                  Exhibit 5.
    24            Power  of  Attorney.  Reference  is made to page  II-5 of this
                  Registration Statement.
    99.1          Komag, Incorporated Restated 1987 Stock Option Plan.
    99.2*         Form of Notice of Grant of Stock Option.
    99.3*         Form of Stock Option Agreement (Employees/Consultants).
    99.4*         Form of Stock Option Agreement (Officers).
    99.5**        Form of  Notice  of  Non-Employee  Director  Automatic  Option
                  Grant.
    99.6          Form of Non-Employee  Director Stock Option Agreement (Initial
                  Option Grant).
    99.7          Form of Non-Employee  Director Stock Option Agreement  (Annual
                  Grant).
    99.8***       Komag, Incorporated 1988 Employee Stock Purchase Plan.
    99.9          Plan  Amendment to Komag,  Incorporated  1988  Employee  Stock
                  Purchase Plan effective as of January 22, 1997.
    99.10***      Form of  Enrollment  Form to be generally  used in  connection
                  with Komag, Incorporated 1988 Employee Stock Purchase Plan.

*Incorporated  by reference to Exhibits 28.4,  28.5 and 28.7,  respectively,  to
Registrant's  Registration Statement No. 33-53432 on Form S-8 filed with the SEC
on October 16, 1992.

**  Incorporated  by  reference  to Exhibit  99.5 to  Registrant's  Registration
Statement No. 333-06081 on Form S-8 filed with the SEC on June 14, 1996.

***  Incorporated  by  reference  to Exhibits  28.1 and 28.2,  respectively,  to
Registrant's  Registration Statement No. 33-53432 on Form S-8 filed with the SEC
on October 16, 1992.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22753}]
{"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": "333-31297", "film-number": "97640790"}, "business-address": {"street1": "1704 AUTOMATION PWY", "city": "SAN JOSE", "state": "CA", "zip": "95131", "phone": "4089462300"}, "mail-address": {"street1": "275 S HILLVIEW DR", "city": "MILPITAS", "state": "CA", "zip": "95035"}}
As filed with the Securities and Exchange Commission on July 15, 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)

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

               KOMAG, INCORPORATED RESTATED 1987 STOCK OPTION PLAN
              KOMAG, INCORPORATED 1988 EMPLOYEE STOCK PURCHASE 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(1) per Share(2) Price(2)      Fee
  ----------                  ------------- ------------ --------      ---

Options to Purchase Common      2,500,000      N/A        N/A          N/A
Stock, $0.01 per value 
(Restated 1987 Stock 
Option Plan)

Common Stock, $0.01 par     2,500,000 shares  $18.00     $45,000,000  $13,636.00
value (Restated 1987
Stock Option Plan)

Common Stock, $0.01 par      750,000 shares   $18.00     $13,500,000  $ 4,091.00
value (1988 Employee
Stock Purchase Plan)

Aggregate filing fee                                                  $17,727.00

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

(1)      This  Registration  Statement shall also cover any additional shares of
         Common  Stock  which  become  issuable  under the  Komag,  Incorporated
         Restated  1987 Stock Option Plan and the 1988 Employee  Stock  Purchase
         Plan by reason of any stock dividend, stock split,  recapitalization or
         any  other  similar   transaction   effected  without  the  receipt  of
         consideration which results in an increase in the number of outstanding
         shares of Common Stock of Komag, Incorporated.

(2)      Calculated  solely for purposes of this  offering  under Rule 457(h) of
         the Securities Act of 1933, as amended,  on the basis of the average of
         the high and low  selling  prices  per share of Common  Stock of Komag,
         Incorporated  on July 10,  1997,  as  reported  on the Nasdaq  National
         Market.
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  Quarterly Report on Form 10-Q for the fiscal
                  quarter ended March 30, 1997,  filed with the SEC on April 30,
                  1997; and

         c.       The Registrant's  Registration Statement No. 00-016852 on Form
                  8-A  filed  with the SEC on April 29,  1988 in which  there is
                  described the terms,  rights and provisions  applicable to the
                  Registrant's outstanding Common Stock.

         All  reports  and  definitive  proxy or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "1934 Act") after the date of this Registration Statement and prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be  incorporated  by reference into this  Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any  subsequently  filed document which also is deemed to be  incorporated by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

         The Registrant's Restated Certificate of Incorporation provides that no
director of the Registrant will be personally liable to the 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 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 Stockholders. Reference is made
                  to Registrant's  Registration  Statement No. 00-016852 on Form
                  8-A which is incorporated herein by reference pursuant to Item
                  3.c.
     5            Opinion of Brobeck, Phleger & Harrison LLP.
    23.1          Consent of Independent Auditors - Ernst & Young LLP.
    23.2          Consent of Brobeck,  Phleger & Harrison  LLP is  contained  in
                  Exhibit 5.
    24            Power  of  Attorney.  Reference  is made to page  II-5 of this
                  Registration Statement.
    99.1          Komag, Incorporated Restated 1987 Stock Option Plan.

                                      II-2
99.2*         Form of Notice of Grant of Stock Option.
    99.3*         Form of Stock Option Agreement (Employees/Consultants).
    99.4*         Form of Stock Option Agreement (Officers).
    99.5**        Form of  Notice  of  Non-Employee  Director  Automatic  Option
                  Grant.
    99.6          Form of Non-Employee  Director Stock Option Agreement (Initial
                  Option Grant).
    99.7          Form of Non-Employee  Director Stock Option Agreement  (Annual
                  Grant).
    99.8***       Komag, Incorporated 1988 Employee Stock Purchase Plan.
    99.9          Plan  Amendment to Komag,  Incorporated  1988  Employee  Stock
                  Purchase Plan effective as of January 22, 1997.
    99.10***      Form of  Enrollment  Form to be generally  used in  connection
                  with Komag, Incorporated 1988 Employee Stock Purchase Plan.

*Incorporated  by reference to Exhibits 28.4,  28.5 and 28.7,  respectively,  to
Registrant's  Registration Statement No. 33-53432 on Form S-8 filed with the SEC
on October 16, 1992.

**  Incorporated  by  reference  to Exhibit  99.5 to  Registrant's  Registration
Statement No. 333-06081 on Form S-8 filed with the SEC on June 14, 1996.

***  Incorporated  by  reference  to Exhibits  28.1 and 28.2,  respectively,  to
Registrant's  Registration Statement No. 33-53432 on Form S-8 filed with the SEC
on October 16, 1992.

                                      II-3
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
either the Restated 1987 Stock Option Plan or the 1988 Employee  Stock  Purchase
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
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 San Jose,  State of California, on this 14th day
of July, 1997.

                                       KOMAG, INCORPORATED

                                       By: _____________________________________
                                           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
----------                -----                                       ----

------------------------  President, Chief Executive Officer       July 14, 1997
Stephen C. Johnson        and Director (Principal Executive                     
                          Officer)                                              
                                                                                
                          
                                      II-5
Signatures                Title                                       Date
----------                -----                                       ----

------------------------  Chairman of the Board                    July 14, 1997
Tu Chen                   

------------------------  Senior Vice President,                   July 14, 1997
William L. Potts, Jr.     Chief Financial Officer and
                          Secretary (Principal Financial
                          and Accounting Officer)

------------------------  Director                                 July 14, 1997
Craig R. Barrett

------------------------  Director                                 July 14, 1997
Chris A. Eyre

------------------------  Director                                 July 14, 1997
Irwin Federman

------------------------  Director                                 July 14, 1997
George A. Neil

------------------------  Director                                 July 14, 1997
Max Palevsky

------------------------  Director                                 July 14, 1997
Anthony Sun

------------------------  Director                                 July 14, 1997
Masayoshi Takebayashi

                                      II-6
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                               KOMAG, INCORPORATED
EXHIBIT INDEX
                                  -------------

 Exhibit Number   Exhibit
 --------------   -------

     4            Instruments Defining Rights of Stockholders. Reference is made
                  to Registrant's  Registration  Statement No. 00-016852 on Form
                  8-A which is incorporated herein by reference pursuant to Item
                  3.c.
     5            Opinion of Brobeck, Phleger & Harrison LLP.
    23.1          Consent of Independent Auditors - Ernst & Young LLP.
    23.2          Consent of Brobeck,  Phleger & Harrison  LLP is  contained  in
                  Exhibit 5.
    24            Power  of  Attorney.  Reference  is made to page  II-5 of this
                  Registration Statement.
    99.1          Komag, Incorporated Restated 1987 Stock Option Plan.
    99.2*         Form of Notice of Grant of Stock Option.
    99.3*         Form of Stock Option Agreement (Employees/Consultants).
    99.4*         Form of Stock Option Agreement (Officers).
    99.5**        Form of  Notice  of  Non-Employee  Director  Automatic  Option
                  Grant.
    99.6          Form of Non-Employee  Director Stock Option Agreement (Initial
                  Option Grant).
    99.7          Form of Non-Employee  Director Stock Option Agreement  (Annual
                  Grant).
    99.8***       Komag, Incorporated 1988 Employee Stock Purchase Plan.
    99.9          Plan  Amendment to Komag,  Incorporated  1988  Employee  Stock
                  Purchase Plan effective as of January 22, 1997.
    99.10***      Form of  Enrollment  Form to be generally  used in  connection
                  with Komag, Incorporated 1988 Employee Stock Purchase Plan.

*Incorporated  by reference to Exhibits 28.4,  28.5 and 28.7,  respectively,  to
Registrant's  Registration Statement No. 33-53432 on Form S-8 filed with the SEC
on October 16, 1992.

**  Incorporated  by  reference  to Exhibit  99.5 to  Registrant's  Registration
Statement No. 333-06081 on Form S-8 filed with the SEC on June 14, 1996.

***  Incorporated  by  reference  to Exhibits  28.1 and 28.2,  respectively,  to
Registrant's  Registration Statement No. 33-53432 on Form S-8 filed with the SEC
on October 16, 1992.