1
                                                                   EXHIBIT 10.32


                            SECOND AMENDMENT TO THE
                          WESTERN DIGITAL CORPORATION
                        SAVINGS AND PROFIT SHARING PLAN


This Second Amendment (the "Amendment") to the Western Digital Corporation
Savings and Profit Sharing Plan (the "Plan") made this 27th day of March, 1996
by Western Digital Corporation (the "Company") the sponsoring employer of the
Plan.

WHEREAS the terms of the Plan are set forth in an amended and restated Plan
document, dated June 23, 1995, as thereafter amended by the first amendment
dated June 30, 1995; and

WHEREAS the Company has reserved the right to amend the Plan by action of its
Board of Directors; and

WHEREAS the Company desires to amend the Plan in certain respects.

NOW, THEREFORE, the Plan is amended as follows:

1.       Section 9.7.4 is amended, effective as of the Effective Date of said
         Plan, to read in its entirety as follows:

                 9.7.4  A Hardship distribution may be considered as necessary
         to satisfy an immediate and heavy financial need of the Employee only
         if:

                          9.7.4.1.  The distribution is not in excess of the
                 amount of the Hardship need of the Participant.  The amount of
                 the Hardship need may include any amounts necessary to pay
                 federal, state, or local income taxes or penalties reasonably
                 anticipated to result from the distribution.

                          9.7.4.2.  The Employee has obtained all
                 distributions, other than Hardship distributions under all
                 plans maintained by the Employer, and similarly, has obtained
                 all nontaxable (at the time of the loan) loans under all plans
                 maintained by the Employer to the extent that any such loan or
                 the obligation to repay such loan would not increase the
                 amount necessary to relieve the hardship (including, but not
                 limited to the circumstance in which, in connection with a
                 withdrawal to purchase a principal residence, such loan would
                 disqualify the Participant from obtaining other necessary
                 financing in connection therewith).


   2
                 For purposes of determining a Hardship need, a Participant's
         resources shall be deemed to include those assets of his Spouse and
         minor children that are reasonably available to the Participant.

2.       Except as expressly provided herein above, the provisions of the Plan
         shall continue in full force and effect as set forth herein.

IN WITNESS WHEREOF, the Company has caused this Second Amendment to the Western
Digital Corporation Savings and Profit Sharing Plan to be executed by its duly
authorized officer on this 27th day of March, 1996.

                                           WESTERN DIGITAL CORPORATION



                                           By: /s/ MICHAEL A. CORNELIUS
                                              -------------------------------
                                           Name:   Michael A. Cornelius
                                           Title:  Vice President