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                                                                 EXHIBIT 10.32.2



                            FOURTH AMENDMENT TO THE
                          WESTERN DIGITAL CORPORATION
                   RETIREMENT SAVINGS AND PROFIT SHARING PLAN


         This Fourth Amendment (the "Amendment") to the Western Digital
Corporation Retirement Savings and Profit Sharing Plan (the "Plan") made this
20th day of March 1997 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, by the Second Amendment dated March 27, 1996,
and by the Third Amendment dated January 9, 1997; and

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

         WHEREAS, it is deemed desirable to amend the Plan in certain respects;

         NOW, THEREFORE, the Plan is amended as follows:

         1.      Subsection 2.10.1 of Section 2.10 "Computation Period" shall
be amended to read in its entirety as follows:

                 For purposes of determining whether an Employee is to be
                 credited with a Year of Eligibility Service or a Break in such
                 Service, the Computation Period shall be the twelve-month
                 period commencing on the Employee's Commencement Date, or any
                 Plan Year commencing with the Plan Year that includes the
                 anniversary of the Employee's Employment Commencement Date.


         This Amendment shall be effective as of June 23, 1995.



         2.      The second sentence of Subsection 19.4.2 of Section 19.4
"Minimum Contribution" shall be amended to read in its entirety as follows:


                 This determination shall be made by dividing the contributions
                 for each Key Employee by so much of his total compensation for
                 the year as does not exceed one hundred and fifty thousand
                 dollars ($150,000), as adjusted in accordance with Code Section
                 401(a)(17).

          This Amendment shall be effective as of June 23, 1995.





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         3.      The first sentence of Section 19.6 "Vesting Rules" shall be
amended to read in its entirety as follows:

                 In the event that the Plan is determined to be Top-Heavy in
                 accordance with the rules of this Article 19, then the vesting
                 schedule of the Plan shall be changed to that set forth below
                 (unless the Plan's vesting schedule provides for vesting at a
                 rate at least as rapid as that set forth below):

                 This Amendment shall be effective as of June 23, 1995.

                 IN WITNESS WHEREOF, the Company has caused this Fourth
Amendment to the Plan to be executed by its duly authorized officer on this
20th day of March 1997.

                                        WESTERN DIGITAL CORPORATION


                                        By:  WESTERN DIGITAL CORPORATION
                                           -------------------------------
                                        Name:    Michael A. Cornelius
                                        Title:   Vice President





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