Western Digital (WDC)

Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

(b) On October 27, 2006 and in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR under the Securities Exchange Act of 1934, as amended, Western Digital Corporation (the "Company") announced that it had notified its directors and executive officers that they would be prohibited from directly or indirectly purchasing, selling or otherwise acquiring or transferring any shares of Company common stock or other equity securities of the Company, including pursuant to options to acquire common stock, beginning at 2:30pm on November 1, 2006. At such time, the Company also announced that the trading restriction was expected to end on the date that the Company filed its Form 10-K for the year ended June 30, 2006 with the Securities and Exchange Commission.

Today, the Company filed its Form 10-K for the year ended June 30, 2006 with the Securities and Exchange Commission. As a result, beginning on Tuesday, November 21, 2006, employees participating in the Company's 401(k) Plan will once again be permitted to elect to purchase shares of the Company's common stock under that plan.

Accordingly, the Company has today notified its directors and executive officers that the trading restriction that became effective on November 1, 2006 pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR under the Securities Exchange Act of 1934, as amended, will terminate on Tuesday, November 21, 2006 concurrent with the right and the ability of the Company’s employees to purchase shares of the Company’s common stock under the Company’s 401(k) plan as described above. As a result, beginning Tuesday, November 21, 2006, directors and executive officers will once again be permitted to, directly or indirectly, purchase, sell or otherwise acquire or transfer shares of Company common stock or other equity securities of the Company, including pursuant to options to acquire common stock (in all cases, subject to compliance with any legal requirements that may apply to their particular set of facts and circumstances, including insider trading restrictions).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

On Monday, October 23, 2006, Western Digital Corporation (the "Company") announced that a Special Committee of its Board of Directors, comprised solely of independent directors, has completed a three month, company-initiated, voluntary review of its historical stock option grants. The Company has not, as previously reported, timely filed its Form 10-K for the year ended June 30, 2006 with the Securities and Exchange Commission ("SEC"). As reported on Monday, October 23, 2006, the Company plans to file its Form 10-K for its fiscal year ended June 30, 2006 as promptly as practicable after concluding if any changes to its historical financial statements are required.

The Company does not, at present, anticipate filing its Form 10-K on or before November 1, 2006 and, in the event the filing is not made by that date, the Company will suspend the exercise of outstanding stock options at 2:30 p.m. California time on Wednesday, November 1, 2006. The suspension period is expected to end on the date the Company files with the SEC its Form 10-K for the year ended June 30, 2006. Until the suspension period ends, employees participating in the Company’s 401(k) plan will also no longer be permitted to elect to purchase shares of the Company’s common stock under that plan. Participants in the Company’s 401(k) plan will still be permitted to reallocate assets in their 401(k) account from the Company’s common stock to other investment opportunities offered under the 401(k) plan.

In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR under the Securities Exchange Act of 1934, as amended ("Regulation BTR"), the Company has today notified its directors and executive officers that they will be prohibited from directly or indirectly purchasing, selling or otherwise acquiring or transferring any shares of Company common stock or other equity securities of the Company, including pursuant to options to acquire common stock, during any suspension period, and provided them with the required contact information at the Company concerning such notice.