As filed with the Securities and Exchange Commission on September 8, 1995
                                         Registration No. 33-____________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

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

                       KOMAG, INCORPORATED
     (Exact name of registrant as specified in its charter)
          DELAWARE                               94-2914864
(State or other jurisdiction        (IRS Employer Identification No.)
of incorporation or organization)

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

                    ________________________

                   KMT 1995 STOCK OPTION PLAN
                    (Full title of the Plan)

                    ________________________

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


                 CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

                                                             PROPOSED           PROPOSED
   TITLE OF                                                   MAXIMUM            MAXIMUM
  SECURITIES                               AMOUNT            OFFERING           AGGREGATE             AMOUNT OF
     TO BE                                  TO BE              PRICE            OFFERING            REGISTRATION
  REGISTERED                            REGISTERED(1)       PER SHARE(2)        PRICE(2)                 FEE

<S>                                     <C>                 <C>                 <C>                  <C>    

Options to Purchase Common                 60,000               N/A                N/A                   N/A
Stock, $0.01 par value

Common Stock,                           60,000 shares       $64.9375            $3,896,250.00        $1,343.53
$0.01 par value

<FN>

(1)      This   Registration   Statement  shall  also  cover  any
         additional  shares of Common Stock which become issuable
         under the KMT 1995  Stock  Option  Plan by reason of any
         stock  dividend,  stock split,  recapitalization  or any
         other similar  transaction  effected without the receipt
         of  consideration  which  results in an  increase in the
         number of  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 September 5, 1995, as reported on the Nasdaq National
         Market.

</FN>
</TABLE>

                           TOTAL PAGES  5

                      EXHIBIT INDEX ON PAGE II-2




<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  January 1, 1995, as amended by Amendment No. 1
thereto, filed with the SEC on March 13, 1995;

     b. The Registrant's  Quarterly  Reports on Form 10-Q for the
fiscal  quarters  ended May 4, 1995 and July 2, 1995,  filed with
the SEC on May 11, 1995 and July 19, 1995, respectively; and

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

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


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.


<PAGE>


         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

     5                Opinion of Brobeck, Phleger & Harrison.
    23.1              Consent of Independent Auditors - Ernst & Young LLP.
    23.2              Consent of Brobeck, Phleger & Harrison is contained
                      in Exhibit 5.
    24                Power of Attorney.  Reference is made to page II-4
                      of this Registration Statement.
    99.1              KMT 1995 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).


                              II-2


<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 the KMT 1995 Stock Option Plan.

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

         C. Insofar as  indemnification  for liabilities  arising
under the 1933 Act may be  permitted  to  directors,  officers or
controlling  persons of the Registrant  pursuant to the 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-3




<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 Milpitas,
State of California, on this 5th day of September, 1995.

                                       KOMAG, INCORPORATED


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



                        POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

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

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

Signatures                   Title                         Date


/s/Stephen C. Johnson        President, Chief Executive    September 5, 1995
---------------------        Officer and Director 
Stephen C. Johnson           (Principal Executive Officer)

                              II-4



<PAGE>



Signatures                   Title                          Date



/s/Tu Chen                   Chairman of the Board          September 5, 1995
------------------------                                      



/s/William L. Potts, Jr.     Vice President of Finance,     September 5, 1995
------------------------     Chief Financial Officer and
William L. Potts, Jr.        Secretary (Principal Financial
                             and Accounting Officer)



/s/Craig R. Barrett          Director                       September 5, 1995
------------------------   
Craig R. Barrett



/s/Chris A. Eyre             Director                       September 5, 1995
------------------------   
Chris A. Eyre



/s/Irwin Federman            Director                        September 5, 1995
------------------------   
Irwin Federman



/s/George A. Neil            Director                        September 5, 1995
------------------------   
George A. Neil



/s/ Max Palevsky             Director                        September 5, 1995
------------------------   
Max Palevsky



/s/Anthony Sun               Director                        September 5, 1995
------------------------   
Anthony Sun



/s/Masayoshi Takebayashi     Director                        September 5, 1995

------------------------   
Masayoshi Takebayashi


                              II-5




<PAGE>



               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549


                            EXHIBITS

                               TO

                            FORM S-8

                              UNDER

                     SECURITIES ACT OF 1933


                       KOMAG, INCORPORATED



<PAGE>



                          EXHIBIT INDEX


                                                         Sequentially Numbered
    Exhibit No.                      Exhibit                              Page

     5                Opinion of Brobeck, Phleger & Harrison.
    23.1              Consent of Independent Auditors - Ernst & Young LLP.
    23.2              Consent of Brobeck, Phleger & Harrison is contained
                      in Exhibit 5.
    24                Power of Attorney.  Reference is made to page II-4
                      of this Registration Statement.
    99.1              KMT 1995 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).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18521}]
{"company-data": {"conformed-name": "KOMAG INC /DE/", "cik": "0000813347", "assigned-sic": "3695", "irs-number": "942914864", "state-of-incorporation": "DE", "fiscal-year-end": "0102"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62543", "film-number": "95572905"}, "business-address": {"street1": "275 S HILLVIEW DR", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4089462300"}, "mail-address": {"street1": "275 S HILLVIEW DR", "city": "MILPITAS", "state": "CA", "zip": "95035"}}
As filed with the Securities and Exchange Commission on September 8, 1995
                                         Registration No. 33-____________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

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

                       KOMAG, INCORPORATED
     (Exact name of registrant as specified in its charter)
          DELAWARE                               94-2914864
(State or other jurisdiction        (IRS Employer Identification No.)
of incorporation or organization)

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

                    ________________________

                   KMT 1995 STOCK OPTION PLAN
                    (Full title of the Plan)

                    ________________________

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

                 CALCULATION OF REGISTRATION FEE
PROPOSED           PROPOSED
   TITLE OF                                                   MAXIMUM            MAXIMUM
  SECURITIES                               AMOUNT            OFFERING           AGGREGATE             AMOUNT OF
     TO BE                                  TO BE              PRICE            OFFERING            REGISTRATION
  REGISTERED                            REGISTERED(1)       PER SHARE(2)        PRICE(2)                 FEE
Options to Purchase Common                 60,000               N/A                N/A                   N/A
Stock, $0.01 par value

Common Stock,                           60,000 shares       $64.9375            $3,896,250.00        $1,343.53
$0.01 par value
(1)      This   Registration   Statement  shall  also  cover  any
         additional  shares of Common Stock which become issuable
         under the KMT 1995  Stock  Option  Plan by reason of any
         stock  dividend,  stock split,  recapitalization  or any
         other similar  transaction  effected without the receipt
         of  consideration  which  results in an  increase in the
         number of  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 September 5, 1995, as reported on the Nasdaq National
         Market.
TOTAL PAGES  5

                      EXHIBIT INDEX ON PAGE II-2
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

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

     a.  The  Registrant's  Annual  Report  on Form  10-K for the
fiscal year ended  January 1, 1995, as amended by Amendment No. 1
thereto, filed with the SEC on March 13, 1995;

     b. The Registrant's  Quarterly  Reports on Form 10-Q for the
fiscal  quarters  ended May 4, 1995 and July 2, 1995,  filed with
the SEC on May 11, 1995 and July 19, 1995, respectively; and

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

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

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

     5                Opinion of Brobeck, Phleger & Harrison.
    23.1              Consent of Independent Auditors - Ernst & Young LLP.
    23.2              Consent of Brobeck, Phleger & Harrison is contained
                      in Exhibit 5.
    24                Power of Attorney.  Reference is made to page II-4
                      of this Registration Statement.
    99.1              KMT 1995 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).

                              II-2
Item 9.  Undertakings

         A. The undersigned Registrant hereby undertakes:  (1) to
file,  during any period in which offers or sales are being made,
a post-effective  amendment to this Registration Statement (i) to
include  any  prospectus  required  by  Section  10(a)(3)  of the
Securities  Act of 1933 (the "1933 Act"),  (ii) to reflect in the
prospectus  any facts or events  arising after the effective date
of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or in  the  aggregate,
represent a fundamental  change in the  information  set forth in
this  Registration  Statement,  and (iii) to include any material
information   with  respect  to  the  plan  of  distribution  not
previously  disclosed  in  this  Registration  Statement  or  any
material  change  to  such   information  in  this   Registration
Statement;  provided,  however,  that clauses  (1)(i) and (1)(ii)
shall not apply if the  information  required to be included in a
post-effective  amendment  by those  paragraphs  is  contained in
periodic  reports filed by the Registrant  pursuant to Section 13
or  Section  15(d)  of the 1934  Act  that  are  incorporated  by
reference  into  the  registration  statement;  (2)  that for the
purpose of determining any liability under the 1933 Act each such
post-effective amendment shall be deemed to be a new registration
statement  relating  to the  securities  offered  therein and the
offering  of such  securities  at that time shall be deemed to be
the initial bona fide  offering  thereof;  and (3) to remove from
registration  by means of a  post-effective  amendment any of the
securities   being   registered  which  remain  unsold  upon  the
termination of the KMT 1995 Stock Option Plan.

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

         C. Insofar as  indemnification  for liabilities  arising
under the 1933 Act may be  permitted  to  directors,  officers or
controlling  persons of the Registrant  pursuant to the 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-3
SIGNATURES

                  Pursuant to the  requirements of the Securities
Act of 1933, as amended,  the  Registrant  certifies  that it has
reasonable   grounds  to  believe   that  it  meets  all  of  the
requirements  for  filing  on Form S-8 and has duly  caused  this
Registration  Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Milpitas,
State of California, on this 5th day of September, 1995.

                                       KOMAG, INCORPORATED

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

                        POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

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

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

Signatures                   Title                         Date

/s/Stephen C. Johnson        President, Chief Executive    September 5, 1995
---------------------        Officer and Director 
Stephen C. Johnson           (Principal Executive Officer)

                              II-4
Signatures                   Title                          Date

/s/Tu Chen                   Chairman of the Board          September 5, 1995
------------------------                                      

/s/William L. Potts, Jr.     Vice President of Finance,     September 5, 1995
------------------------     Chief Financial Officer and
William L. Potts, Jr.        Secretary (Principal Financial
                             and Accounting Officer)

/s/Craig R. Barrett          Director                       September 5, 1995
------------------------   
Craig R. Barrett

/s/Chris A. Eyre             Director                       September 5, 1995
------------------------   
Chris A. Eyre

/s/Irwin Federman            Director                        September 5, 1995
------------------------   
Irwin Federman

/s/George A. Neil            Director                        September 5, 1995
------------------------   
George A. Neil

/s/ Max Palevsky             Director                        September 5, 1995
------------------------   
Max Palevsky

/s/Anthony Sun               Director                        September 5, 1995
------------------------   
Anthony Sun

/s/Masayoshi Takebayashi     Director                        September 5, 1995

------------------------   
Masayoshi Takebayashi

                              II-5
SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            EXHIBITS

                               TO

                            FORM S-8

                              UNDER

                     SECURITIES ACT OF 1933

                       KOMAG, INCORPORATED
EXHIBIT INDEX

                                                         Sequentially Numbered
    Exhibit No.                      Exhibit                              Page

     5                Opinion of Brobeck, Phleger & Harrison.
    23.1              Consent of Independent Auditors - Ernst & Young LLP.
    23.2              Consent of Brobeck, Phleger & Harrison is contained
                      in Exhibit 5.
    24                Power of Attorney.  Reference is made to page II-4
                      of this Registration Statement.
    99.1              KMT 1995 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).