UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    FORM 10-Q


                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                                       OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                      For the Quarter Ended September 27, 1998
                         Commission File Number 0-16852



                               KOMAG, INCORPORATED
                                  (Registrant)



                      Incorporated in the State of Delaware
                I.R.S. Employer Identification Number 94-2914864
               1704 Automation Parkway, San Jose, California 95131
                            Telephone: (408) 576-2000


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                              Yes X     No    
                                 ---      ---

On September 27, 1998, 53,444,282 shares of the Registrant's 
common stock, $0.01 par value, were issued and outstanding.
<PAGE>

                              KOMAG, INCORPORATED
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                       (In Thousands, except per share data)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                         Three Months Ended   Nine Months Ended
                                        -------------------  -------------------
                                          Sept 27,  Sept 28,   Sept 27, Sept 28,
                                             1998      1997       1998     1997
                                        --------- ---------  --------- --------
<S>                                     <C>       <C>        <C>       <C>
Net sales                                 $81,314  $129,694   $236,179 $472,057
Cost of sales                              84,117   129,492    306,214  396,879
                                        --------- ---------  --------- --------
      GROSS PROFIT (LOSS)                  (2,803)      202    (70,035)  75,178

Operating expenses:
   Research, development and engineering   14,312    13,118     47,341   36,457
   Selling, general and administrative      4,854     3,913     14,407   21,663
   Restructuring charge                         -    52,157    187,768   52,157
                                        --------- ---------  --------- --------
                                           19,166    69,188    249,516  110,277
                                        --------- ---------  --------- --------
      OPERATING LOSS                     (21,969)   (68,986)  (319,551) (35,099)

Other income (expense):
   Interest income                          1,888     1,159      6,821    3,773
   Interest expense                        (4,763)   (2,541)   (14,072)  (6,513)
   Other, net                                 943     1,077      4,857    1,681
                                        --------- ---------  --------- --------
                                           (1,932)    (305)     (2,394)  (1,059)

Loss before income taxes,
 minority interest, and equity in       --------- ---------  --------- --------
 joint venture loss                       (23,901)  (69,291)  (321,945) (36,158)
Provision (benefit) for income taxes          256   (20,411)       959  (14,778)
                                        --------- ---------  --------- --------

Loss before minority interest
  and equity in joint venture loss        (24,157)  (48,880)  (322,904) (21,380)
Minority interest in net income (loss) of
  consolidated subsidiary                     (38)       (6)       459      363
Equity in net loss of
  unconsolidated joint venture             (3,330)   (3,874)   (24,128)  (1,529)
                                        --------- ---------  --------- --------
     NET LOSS                            ($27,449) ($52,748) ($347,491)($23,272) 
                                        ========= =========  ========= ========

Basic loss per share                       ($0.51)   ($1.01)    ($6.56)  ($0.45)
                                        ========= =========  ========= ========
Diluted loss per share                     ($0.51)   ($1.01)    ($6.56)  ($0.45)
                                        ========= =========  ========= ========

Number of shares used in basic 
  computation                              53,444    52,399     53,003   52,101
                                        ========= =========  ========= ========
Number of shares used in
  diluted computation                      53,444    52,399     53,003   52,101
                                        ========= =========  ========= ========
<FN>
                 See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>

                              KOMAG, INCORPORATED
                          CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                       Sept 27,   December 28,
                                                           1998           1997
                                                      ---------      ---------
                                                     (unaudited)         (note)
<S>                                                    <C>           <C>
ASSETS
Current Assets
     Cash and cash equivalents                          $66,668       $133,897
     Short-term investments                              59,950         32,300
     Accounts receivable less allowances of
          $2,899 in 1998 and $4,424 in 1997              43,883         77,792
     Accounts receivable from related parties             1,468          4,106
     Inventories:
          Raw materials                                  12,260         33,730
          Work-in-process                                13,982         17,490
          Finished goods                                  4,580         15,558
                                                      ---------      ---------
               Total inventories                         30,822         66,778
     Prepaid expenses and deposits                        5,422          3,697
     Income taxes receivable                              2,350         24,524
     Deferred income taxes                               28,796         28,595
                                                      ---------      ---------
               Total current assets                     239,359        371,689
Investment in Unconsolidated Joint Venture                3,444         30,126
Property, Plant and Equipment
     Land                                                 7,785          9,526
     Building                                           127,705        126,405
     Equipment                                          688,064        793,561
     Furniture                                           10,747         11,791
     Leasehold improvements                              85,024        141,111
                                                      ---------      ---------
                                                        919,325      1,082,394
     Less allowances for depreciation and
        amortization                                   (429,234)      (403,798)
                                                      ---------      ---------
               Net property, plant and equipment        490,091        678,596
Deposits and Other Assets                                 3,521          4,253
                                                      ---------      ---------
                                                       $736,415     $1,084,664
                                                      =========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
     Current portion of long-term debt                 $260,000        $    -
     Trade accounts payable                              26,640         40,043
     Accounts payable to related parties                    629          7,093
     Accrued compensation and benefits                   15,726         13,596
     Other liabilities                                    4,822          3,605
     Restructuring liability                             10,052         11,253
                                                      ---------      ---------
                Total current liabilities               317,869         75,590
Long-term Debt, Less Current Portion                         -         245,000
Deferred Income Taxes                                    73,489         73,335
Other Long-term Liabilities                               1,285            960
Minority Interest in Consolidated Subsidiary              4,054          3,595
Stockholders' Equity
     Preferred stock                                         -              -
     Common stock                                           534            528
     Additional paid-in capital                         405,448        401,869
     Retained earnings (deficit)                        (66,015)       281,476
     Accumulated foreign currency translation
        adjustments                                        (249)         2,311
                                                      ---------      ---------
                Total stockholders' equity              339,718        686,184
                                                      ---------      ---------
                                                       $736,415     $1,084,664
                                                      =========      =========
<FN>
Note:   The balance sheet at December 28, 1997 has been derived from the
        audited financial statements at that date.

                See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>

                              KOMAG, INCORPORATED
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                             Nine Months Ended
                                                          ----------------------
                                                           Sept 27,     Sept 28,
                                                               1998         1997
                                                          ---------    ---------
<S>                                                       <C>          <C>
OPERATING ACTIVITIES
    Net loss                                              ($347,491)    ($23,272)
    Adjustments to reconcile net loss to
      net cash provided by operating activities:
       Depreciation and amortization                         91,129       96,035
       Provision for losses on accounts receivable           (1,019)          42
       Equity in net loss of unconsolidated
         joint venture                                       24,129        1,530
       Loss on disposal of property,                 
         plant and equipment                                    885        1,260
       Impairment charge related to property,                                       
         plant and equipment                                175,000           -
       Non-cash portion of restructuring charge related to                               
         write-off of property, plant and equipment               -       33,013         
       Deferred rent                                            325          363
       Minority interest in net income of 
         consolidated subsidiary                                459          363
       Changes in operating assets and liabilities:
           Accounts receivable                               34,928       (4,543)
           Accounts receivable from related parties           2,638        2,104
           Inventories                                       35,956      (12,644)
           Prepaid expenses and deposits                     (1,732)      (1,754)
           Trade accounts payable                           (13,403)     (51,754)
           Accounts payable to related parties               (6,464)           3
           Accrued compensation and benefits                  2,130       (5,023)
           Other liabilities                                  1,158        2,044
           Deferred income taxes receivable/payable             (47)           -
           Income taxes receivable/payable                   22,233       (1,841)
           Restructuring liability                           (1,201)      16,521
                                                          ---------    ---------
               Net cash provided by operating activities     19,613       52,447

INVESTING ACTIVITIES
    Acquisition of property, plant and equipment            (83,958)    (160,976)
    Purchases of short-term investments                     (27,650)     (21,900)
    Proceeds from disposal of property, plant and
      equipment                                               5,449          497
    Deposits and other assets                                   732         (441)
    Dividend distribution from unconsolidated
      joint venture                                              -         1,535
                                                          ---------    ---------
               Net cash used in investing activities       (105,427)    (181,285)

FINANCING ACTIVITIES
    Increase in long-term obligations                        15,000       75,000
    Sale of Common Stock, net of issuance costs               3,585        8,405
                                                          ---------    ---------
               Net cash provided by financing activities     18,585       83,405

               Decrease in cash and cash equivalents        (67,229)     (45,433)
    Cash and cash equivalents at beginning of year          133,897       90,741
                                                          ---------    ---------
    Cash and cash equivalents at end of period              $66,668      $45,308
                                                          =========    =========
<FN>
                 See notes to consolidated financial statements.
</FN>
</TABLE>
<PAGE>


                             KOMAG, INCORPORATED

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)
                              September 27, 1998


NOTE 1 - BASIS OF PRESENTATION

        The accompanying unaudited consolidated financial statements 
have been prepared in accordance with generally accepted accounting 
principles for interim financial information and with the 
instructions to Form 10-Q and Article 10 of Regulation S-X.  
Accordingly, they do not include all of the information and footnotes 
required by generally accepted accounting principles for complete 
financial statements. In the opinion of Management, all adjustments 
(consisting of normal recurring accruals and the writedown of long-
lived assets to reflect the impairment of those assets) considered 
necessary for a fair presentation have been included. Operating 
results for the three- and nine-month periods ended September 27, 
1998 are not necessarily indicative of the results that may be 
expected for the year ending January 3, 1999.

        For further information, refer to the consolidated financial 
statements and footnotes thereto included in the Company's Annual 
Report on Form 10-K for the year ended December 28, 1997.

        The Company uses a 52-53 week fiscal year ending on the Sunday 
closest to December 31. The three- and nine-month reporting periods 
for the comparable years included in this report are comprised of 
thirteen and thirty-nine weeks, respectively.


NOTE 2 - INVESTMENT IN DEBT SECURITIES

        The Company invests its excess cash in high-quality, short-term 
debt and equity instruments. None of the Company's investments in 
debt securities have maturities greater than one year. The following 
is a summary of the Company's investments by major security type at 
amortized cost which approximates fair value:

                                                    Sept 27,  December 28,
                                                        1998          1997
(in thousands)                                     ---------    ----------

Corporate debt securities                            $21,918       $56,837
Mortgage-backed securities                            43,405        79,419
Municipal auction rate preferred stock                59,150        32,300
                                                   ---------    ----------
                                                    $124,473      $168,556
                                                   =========    ==========


Amounts included in cash and cash equivalents        $64,523      $136,256
Amounts included in short-term investments            59,950        32,300
                                                   ---------    ----------
                                                    $124,473      $168,556
                                                   =========    ==========

        The Company utilizes zero-balance accounts and other cash 
management tools to invest all available funds including bank 
balances in excess of book balances.


NOTE 3 - INCOME TAXES

        The Company's income tax provision of $1.0 million for the first 
nine months of 1998 represents income taxes on certain transactions 
not covered by the various tax holidays in effect at the Company's 
Malaysian operations.  No additional income tax provision or benefit 
has been recorded in the first nine months of 1998 due to a projected 
1998 pre-tax loss at the Company's U.S. operations and the effect of 
the tax holidays and investment allowances at the Malaysian 
operations. The Company's income tax benefit for the first nine 
months of 1997 represented the utilization of available loss 
carrybacks associated with its U.S. operations. No additional 
utilization of loss carrybacks is available for the U.S. operations 
as of September 27, 1998.

        The Company's wholly-owned thin-film media operation, Komag USA 
(Malaysia) Sdn. ("KMS"), has operated under an initial five-year tax 
holiday for its first plant site. This five-year tax holiday expired 
in July 1998 and is currently under application for extension for an 
additional five-year period by the Malaysian government. The 
commencement date for this new tax holiday has not been determined as 
of October 26, 1998. KMS has also been granted a ten-year tax holiday 
for its second and third plant sites in Malaysia.  

NOTE 4 - TERM DEBT AND LINES OF CREDIT

        The Company's credit facilities total $345,000,000 and are 
comprised of five agreements: a five-year term loan that expires in 
2002, two separate revolving line of credit agreements that expire in 
2002 and two separate four-year revolving line of credit agreements 
that expire in 1999 and 2000.  None of these credit facilities is 
secured by any of the assets of the Company.  The size of the 
Company's second quarter 1998 net loss resulted in a default under 
certain financial covenants contained in the Company's various bank 
credit facilities.  The Company is not in payment default under any 
of these facilities nor have principal or interest payments been 
accelerated as a result of the technical default.  The Company 
currently has $260,000,000 of bank borrowings outstanding.  The 
remaining $85,000,000 of unutilized credit is currently unavailable 
due to the technical default.  The Company's borrowing capacity is 
subject to the successful re-negotiation of the terms of these 
agreements and/or the negotiation of new financing arrangements.

        As a result of the technical default, the $260,000,000 
outstanding under the Company's credit facilities has been 
reclassified to current liabilities on the accompanying consolidated 
balance sheet.


NOTE 5 - COMPREHENSIVE LOSS

        As of the beginning of fiscal year 1998, the Company has adopted 
Statement of Financial Accounting Standards No. 130 ("SFAS 130"), 
"Reporting Comprehensive Income."  SFAS 130 establishes new rules for 
the reporting and display of comprehensive income and its components; 
however, the adoption of this statement had no impact on the 
Company's net loss or stockholders' equity.  SFAS 130 requires the 
Company's foreign currency translation adjustments, which prior to 
adoption were reported separately in stockholders' equity, to be 
included in other comprehensive loss.


        The following are the components of comprehensive loss:

                                    Three Months Ended     Nine Months Ended
                                   --------------------  --------------------
                                    Sept 27,   Sept 28,   Sept 27,   Sept 28,
                                        1998       1997       1998       1997
   (in thousands)                  ---------  ---------  ---------  ---------
   Net loss                         ($27,449)  ($52,748) ($347,491)  ($23,272)
   Foreign currency translation   
      adjustments                          -     (1,263)    (2,560)      (313)
                                   ---------  ---------  ---------  ---------
  Comprehensive loss                ($27,449)  ($54,011) ($350,051)  ($23,585)
                                   =========  =========  =========  =========

        Accumulated foreign currency translation adjustments on the 
accompanying Consolidated Balance Sheets account for all of the 
Company's accumulated other comprehensive loss at September 27, 1998 
and December 28, 1997. 


NOTE 6 - RESTRUCTURING LIABILITY 

        During the third quarter of 1997, the Company implemented a 
restructuring plan based on an evaluation of the size and location of 
its existing production capacity relative to the short-term market 
demand outlook.  Under the 1997 restructuring plan, the Company 
consolidated its U.S. manufacturing operations onto its new campus in 
San Jose, California and closed two older factories in Milpitas, 
California.  The first of the two Milpitas factories was closed at 
the end of the third quarter of 1997 and the second factory was 
closed in January 1998.  The 1997 restructuring actions resulted in a 
charge of $52.2 million and included reducing headcount, vacating 
leased facilities, consolidating operations and disposing of assets. 
The restructuring charge included $3.9 million for severance costs 
associated with approximately 330 terminated employees, $33.0 million 
for the write-down of the net book value of equipment and leasehold 
improvements, $10.1 million related to equipment order cancellations 
and other equipment-related costs, and $5.2 million for facility 
closure costs.  Non-cash items included in the restructuring charge 
totaled approximately $33.0 million.

        In the second quarter of 1998 several customers reduced orders for 
the Company's products in response to downward adjustments in their 
disk drive production build schedules.  In light of the order 
reductions and the Company's expectation that the media industry's 
supply/demand imbalance will extend into 1999, the Company adjusted 
its expectations for the utilization of its installed production 
capacity.  As a result of this evaluation, the Company implemented a 
restructuring plan in June 1998 and recorded a charge of $187.8 
million. This one-time charge included an asset impairment charge and 
provisions for facility closure expenses and severance-related costs.  
The restructuring plan contemplated reducing the Company's U.S. and 
Malaysian workforce by approximately 10% and ceasing operations at 
its oldest San Jose, California plant.  The restructuring charge 
included $4.1 million for severance costs (approximately 170 
employees, primarily in the U.S.), $5.8 million related to equipment 
order cancellations and other equipment related costs, and $2.9 
million for facility closure costs. The asset impairment component of 
the charge was $175.0 million and effectively reduced asset 
valuations to reflect the economic effect of recent industry price 
erosion for disk media and the projected underutilization of the 
Company's production equipment and facilities.  Production equipment 
and leasehold improvements at the Company's U.S. and Malaysian 
facilities with a net book value of $562.8 million were written down 
to their fair value as a result of the impairment.  The fair value of 
these assets was determined based upon the estimated future cash 
flows to be generated by the assets, discounted at a market rate of 
interest.  Non-cash items in the restructuring/impairment charge 
totaled $175.0 million.  

        The Company incurred lower facility closure costs than 
anticipated in the restructuring charges. The oldest Milpitas plant 
was sublet sooner than anticipated and the Company terminated its 
lease on the second Milpitas plant in the third quarter of 1998 
avoiding expected future rent payments and the cost of renovating the 
facility to its original lease condition.  Additionally, the 
Company determined that it would not close its oldest San Jose, 
California facility at the expiration of its lease.  The Company 
plans to use the front-end operations in this facility for both 
production and new process development.  Back-end operations in this 
facility are expected to cease in the fourth quarter of 1998. Space 
currently occupied by the back-end operations will most likely be 
used for future process development work related to glass substrates. 
As a result the Company will not incur costs to restore the facility 
to its original lease condition as contemplated in the restructuring 
charge.  Higher than expected costs for equipment order cancellations 
offset the lower facility closure costs.

        At September 27, 1998, $10.1 million related to the 
restructuring activities remained in current liabilities.  The 
Company has made cash payments totaling approximately $21.8 million 
primarily for severance, equipment order cancellations and facility 
closure costs.  The majority of the remaining liability, primarily 
for equipment order cancellations is expected to be settled by the 
end of the first quarter of 1999.

        As a result of these restructuring activities, the Company 
expects that over time its Malaysian manufacturing operations will 
account for an increasing portion of the Company's production output. 
These facilities are closer to customers' disk drive assembly plants 
in Southeast Asia and enjoy certain cost advantages over the 
Company's U.S. manufacturing facilities.


NOTE 7 - STOCKHOLDERS' EQUITY

        In July 1998, the Company's stockholders approved an amendment 
to the Company's Restated Certificate of Incorporation.  The 
amendment increased the amount of Common Stock that the Company is 
authorized to issue from 85,000,000 to 150,000,000 shares.

        The Company's stockholders also authorized the Company to sell 
and issue up to $350,000,000 of Common Stock in equity or equity-
linked private transactions from time to time through July 22, 1999 
at a price below book value but at or above the then current market 
value of the Company's Common Stock.


NOTE 8 - STOCK OPTION PLANS AND STOCK PURCHASE PLAN

        In May 1998, the Company's shareholders approved a 1,300,000 
share increase in the total number of shares that may be issued under 
the Employee Stock Purchase Plan.

        In June 1998, the Company's Board of Directors authorized the 
repricing of outstanding stock options held by all employees, 
including executive officers, to the then-current market price of the 
Common Stock.  Options held by nonemployee directors were not 
repriced.  Immediately prior to the repricing, the Company's 
employees, including executive officers, held options to purchase 
approximately 8.5 million shares of Common Stock at exercise prices 
ranging from $7.06 to $34.13 per share.  The weighted average 
exercise price of these options was approximately $15.19 per share.  
Approximately 7.7 million shares were repriced to $5.35 per share on 
July 1, 1998.

NOTE 9 - LOSS PER SHARE

        In 1997, the Financial Accounting Standards Board issued 
Statement No. 128 (FAS 128), "Earnings per Share", which the Company 
adopted for its fiscal year ending December 28, 1997.  FAS 128 
replaced the calculation for primary and fully diluted earnings per 
share with basic and diluted earnings per share.  Unlike primary 
earnings per share, basic earnings per share excludes any dilutive 
effects of options, warrants and convertible securities.  Diluted 
earnings per share is very similar to the previously reported primary 
earnings per share. Loss per share amounts for all periods presented 
have been restated to conform to FAS 128 requirements.

                                    Three Months Ended     Nine Months Ended
                                   --------------------  --------------------
                                    Sept 27,   Sept 28,   Sept 27,   Sept 28,
                                        1998       1997       1998       1997
                                   ---------  ---------  ---------  ---------
(in thousands, except per share amounts)

  Numerator: Net loss               ($27,449)  ($52,748) ($347,491)  ($23,272)
                                   ---------  ---------  ---------  ---------
  Denominator for basic
      loss per share-
      weighted-average shares         53,444     52,399     53,003     52,101
                                   ---------  ---------  ---------  ---------
  Effect of dilutive securities:
      Employee stock options               -          -          -          -
                                   ---------  ---------  ---------  ---------
  Denominator for diluted  
      loss per share                  53,444     52,399     53,003     52,101
                                   ---------  ---------  ---------  ---------
  Basic loss per share                ($0.51)    ($1.01)    ($6.56)    ($0.45)
                                   ---------  ---------  ---------  ---------
  Diluted loss per share              ($0.51)    ($1.01)    ($6.56)    ($0.45)
                                   =========  =========  =========  =========


NOTE 10 - USE OF ESTIMATES

        The preparation of financial statements in conformity with 
generally accepted accounting principles requires management to make 
estimates and assumptions that affect the amounts reported in the 
financial statements and accompanying notes.  Actual results could 
differ from those estimates.

<PAGE>

                             KOMAG, INCORPORATED

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations:

        The following discussion contains predictions, estimates and other 
forward-looking statements that involve a number of risks and 
uncertainties.  While this outlook represents the Company's current 
judgment on the future direction of the business, such risks and 
uncertainties could cause actual results to differ materially from any 
future performance suggested herein.  Factors that could cause actual 
results to differ include the following: availability of sufficient cash 
resources; changes in the industry supply-demand relationship and 
related pricing for enterprise and desktop disk products; timely and 
successful product qualification of next-generation products; timely and 
successful deployment of new process technologies into manufacturing; 
utilization of manufacturing facilities; changes in manufacturing 
efficiencies, in particular product yields and material input costs; 
extensibility of process equipment to meet more stringent future product 
requirements; vertical integration and consolidation within the 
Company's limited customer base; increased competition; structural 
changes within the disk media industry such as combinations, failures, 
and joint venture arrangements; availability of certain sole-sourced raw 
material supplies; and the risk factors listed in the Company's other 
SEC filings, including its Form 10-K for the fiscal year ended December 
28, 1997 filed in March 1998.  The Company undertakes no obligation to 
publicly release the result of any revisions to these forward-looking 
statements which may be made to reflect events or circumstances after 
the date hereof or to reflect the occurrence of unanticipated events.

Overview: 
     Operating results for the first nine months of 1998 were 
significantly lower than the first nine months of 1997.  Adverse market 
conditions, which began late in the second quarter of 1997, intensified 
in the first nine months of 1998.  Late in the second quarter of 1997, 
demand for thin-film media products fell abruptly as an excess supply of 
enterprise-class disk drives caused drive manufacturers to reduce build 
plans for this class of drives. The decrease in demand for enterprise-
class media, combined with a major expansion of media production 
capacity at both independent media suppliers and captive media 
operations of disk drive manufacturers, resulted in an excess supply of 
enterprise-class media.  Orders for the Company's enterprise-class media 
products were reduced in the third quarter of 1997 as drive 
manufacturers reduced drive production and relied more heavily on their 
own captive media operations.  Net sales decreased sharply to $129.7 
million in the third quarter of 1997, down sequentially from $175.1 
million in the second quarter of 1997.  The gross margin percentage fell 
to 0.2% in the third quarter of 1997, down from 20.4% in the second 
quarter of 1997. Net sales and the gross margin percentage improved to 
$159.0 million and 11.6%, respectively, for the fourth quarter of 1997.  

     In December 1997, several disk drive manufacturers initiated cutbacks 
in their desktop product manufacturing plans for early 1998 in response
to supply and demand imbalances within that industry segment.  Weakened 
demand for desktop media products, combined with the continuing slow 
recovery of the enterprise-class market segment, lowered media demand
at independent media suppliers as captive media operations supplied a 
larger share of the industry's media requirements.  The resulting excess 
supply of media heightened price competition among independent media 
suppliers.  The Company's net sales in the first quarter of 1998 dropped 
52% sequentially to $76.1 million as a result of both a lower unit sales
volume and a decrease of approximately 10% in the overall average selling 
price for the Company's products.  Low utilization of the Company's 
factories during the first quarter of 1998 pushed unit production costs  
up substantially as fixed costs were spread over fewer production units.
The combination of the lower overall average selling price and  
significantly higher average unit production cost resulted in a  
negative gross margin percentage of 41.5% for the first quarter of 1998 

     The second quarter of 1998 was negatively impacted by the 
continuation of weak merchant market demand for disk media.  Net sales 
in the second quarter of 1998 increased slightly on a sequential basis 
to $78.8 million, the net effect of an 9% increase in unit sales volume 
and a 5% decrease in the overall average selling price.   The 
combination of the lower overall average selling price, increased 
inventory writedowns and continued low production volumes resulted in a 
negative gross margin percentage of 45.2% in the second quarter of 1998. 

     Entering the second quarter of 1998, the Company had expected that 
net sales for the second quarter would increase sequentially to $100-
$125 million.  In the middle of the second quarter several customers 
reduced orders for the Company's products in response to downward 
adjustments in their disk drive production build schedules.  In light of 
the order reductions and the Company's expectation that the media 
industry's supply/demand imbalance would extend into 1999, the Company 
adjusted its expectations for the utilization of its installed 
production capacity.  As a result of this evaluation, the Company 
implemented a restructuring plan in June 1998 and recorded a charge of 
$187.8 million. This one-time charge included an asset impairment charge 
and provisions for facility closure expenses and severance-related 
costs. The asset impairment component of the one-time charge was $175.0 
million and effectively reduced asset valuations to reflect the economic 
effect of recent industry price erosion for disk media and the projected 
underutilization of the Company's production equipment and facilities. 

        Net sales for the third quarter of 1998 increased 3% on a 
sequential basis to $81.3 million as the net result of an 8% increase in 
unit sales and a 4% decrease in the overall average selling price.  The 
gross margin percentage improved sequentially from a negative 45.2% to a 
negative 3.4%.  The asset impairment charge recorded in the second 
quarter of 1998 lowered depreciation and amortization charges beginning 
in the month of June 1998 and resulted in reduced charges in the third 
quarter of 1998 compared to the second quarter of 1998. Lower payroll 
costs and improved unit demand, coupled with a favorable impact of 
certain non-recurring inventory adjustments, further improved the gross 
margin percentage in the third quarter of 1998.

        Orders for the Company's disk products began to pick up at the end 
of the third quarter.  The Company expects to achieve higher sales and 
further improvements in operating performance during the fourth quarter 
of 1998.  As a result, the Company anticipates that it will narrow the 
operating loss in the fourth quarter of 1998 compared to the third 
quarter of 1998 and will move toward a cash-positive operating position.

Revenue:
        Net sales decreased 37% in the third quarter of 1998 relative to 
the third quarter of 1997. The year-over-year decrease was due to a 
combination of a 23% decrease in unit sales volume and an 18% decrease 
in the overall average selling price.  Third quarter 1998 unit sales 
declined to 8.5 million disks from 11.0 million disks in the third 
quarter of 1997. The majority of the decrease in the overall average 
selling price occurred over the first three quarters of 1998 due to the 
adverse market conditions for both desktop and enterprise-class media 
products discussed above. Price reductions are common on individual 
product offerings in the thin-film media industry. The Company has 
traditionally avoided significant reductions in its overall average 
selling price through transitions to higher-priced, more technologically 
advanced product offerings. In the third quarter of 1998, the effect of 
significant pricing pressures generated by the imbalance in supply and 
demand for thin-film media more than offset the effect of transitions to 
more advanced product offerings.  Net sales in the first nine months of 
1998 decreased 50% relative to the first nine months of 1997.  The 
decrease was due to the combination of a 40% decrease in unit sales and 
a 17% decrease in the overall average selling price.

        In addition to sales of internally produced disk products, the 
Company has historically resold products manufactured by its 50%-owned 
Japanese joint venture, Asahi Komag Co., Ltd. (AKCL).  Distribution 
sales of thin-film media manufactured by AKCL were negligible in the 
third quarter of 1998 and $1.7 million in the third quarter of 1997.  
Distribution sales in the first nine months of 1998 were $2.4 million 
compared to $4.5 million in the first nine months of 1997.  The Company 
expects that distribution sales of AKCL product will be relatively low 
for the remainder of 1998.

        During the third quarter of 1998 three customers accounted for 
approximately 91% of consolidated net sales: Western Digital Corporation 
(47%), International Business Machines (25%), and Maxtor Corporation 
(19%).  The Company expects that it will continue to derive a 
substantial portion of its sales from relatively few customers.  The 
distribution of sales among customers may vary from quarter to quarter 
based on the match of the Company's product capabilities with specific 
disk drive programs of customers. 

Gross Margin:
        The Company incurred a negative gross margin percentage of 3.4% in 
the third quarter of 1998 compared to a gross margin of 0.2% in the 
third quarter of 1997. The Company incurred a negative gross margin 
percentage of 29.7% in the first nine months of 1998 compared to a 
positive gross margin of 15.9% in the first nine months of 1997.  The 
combination of the lower overall average selling price, higher unit 
production costs related to underutilized capacity, and lower 
manufacturing yields resulted in the negative gross margin percentages 
for the third quarter and first nine months of 1998.  Unit production

     Unit production decreased to 7.1 million disks in the third quarter
of 1998 from 13.1 million disks in the third quarter of 1997.  Unit production 
decreased to 22.4 million disks in the first nine months of 1998 from 
41.4 million units in the first nine months of 1997. The Company
operated well below capacity in the three- and nine-month periods 
of 1998 in order to match unit production to the sharply lower demand 
for its products. 

Operating Expenses:
        Research and development ("R&D") expenses increased 9.1% ($1.2 
million) and 29.9% ($10.9 million) in the three-and nine-month periods 
of 1998 relative to the comparable periods of 1997.  Increased R&D 
staffing, higher facility and equipment costs, and additional operating 
supplies accounted for most of the increase in both the three-and nine-
month comparisons.  The additional R&D efforts were directed toward the 
introduction of new product generations, process changes to manufacture 
such products, process improvements to increase yields of products 
currently in volume production, and increased development efforts 
devoted to customer qualification of new products at facilities in both 
the U.S. and Malaysia.

        Selling, general and administrative ("SG&A") expenses increased 
approximately 24.0% ($0.9 million) in the third quarter of 1998 relative 
to the third quarter of 1997.  The third quarter of 1997 included a $0.8 
million reversal of provisions for the Company's bonus program.  No 
bonus/profit sharing provision was recorded in the third quarter of 
1998.  Bad debt provisions increased $1.1 million in the third quarter 
of 1998 compared to the third quarter of 1997. Excluding provisions for 
bonus and profit sharing programs and provisions for bad debt, SG&A 
expenses decreased $1.0 million. Reductions in SG&A headcount resulted 
in the lower SG&A spending in the third quarter of 1998 compared to the 
third quarter of 1997.   SG&A expenses decreased 33.5% ($7.3 million) in 
the first nine months of 1998 compared to the first nine months of 1997 
primarily due to a $4.0 million reduction in bonus and profit sharing 
provisions.  Provisions for bad debt decreased $1.0 million in the first 
nine months of 1998 compared to the first nine months of 1997. Excluding 
provisions for bonus and profit sharing programs and provisions for bad 
debt, SG&A expenses decreased $2.3 million due mainly to lower payroll 
and other employee-related costs.

Restructuring Charges:
        During the third quarter of 1997, the Company implemented a 
restructuring plan based on an evaluation of the size and location of 
its existing production capacity relative to the short-term market 
demand outlook.  Under the 1997 restructuring plan, the Company 
consolidated its U.S. manufacturing operations onto its new campus in 
San Jose, California and closed two older factories in Milpitas, 
California.  The first of the two Milpitas factories was closed at the 
end of the third quarter of 1997 and the second factory was closed in 
January 1998.  The 1997 restructuring actions resulted in a charge of 
$52.2 million and included reducing headcount, vacating leased 
facilities, consolidating operations and disposing of assets. The 
restructuring charge included $3.9 million for severance costs 
associated with approximately 330 terminated employees, $33.0 million 
for the write-down of the net book value of equipment and leasehold 
improvements, $10.1 million related to equipment order cancellations and 
other equipment-related costs, and $5.2 million for facility closure 
costs.  Non-cash items included in the restructuring charge totaled 
approximately $33.0 million.  

     In the second quarter of 1998 several customers reduced orders
for he Company's products in response to downward adjustments in their 
disk drive production build schedules.  In light of the order reductions
and the Company's expectation that  the media industry's supply/demand
imbalance would extend into 1999, the Company adjusted its expectations 
for the utilization of its installed production capacity.  As a result of this 
evaluation, the Company implemented a restructuring plan in June 1998 and 
recorded a charge of $187.8 million. This one-time charge included an asset 
impairment charge and provisions for facility closure expenses
expenses and severance-related costs. The restructuring plan 
contemplated reducing the Company's U.S. and Malaysian workforce by 
approximately 10% and ceasing operations at its oldest San Jose, 
California plant.  The restructuring charge included $4.1 million for 
severance costs (approximately 170 employees, primarily in the U.S.), 
$5.8 million related to equipment order cancellations and other 
equipment related costs, and $2.9 million for facility closure costs. 
The asset impairment component of the charge was $175.0 million and 
effectively reduced asset valuations to reflect the economic effect of 
recent industry price erosion for disk media and the projected 
underutilization of the Company's production equipment and facilities.  
Production equipment and leasehold improvements at the Company's U.S. 
and Malaysian facilities with a net book value of $562.8 million were 
written down to their fair value as a result of the impairment.  The 
fair value of these assets was determined based upon the estimated 
future cash flows to be generated by the assets, discounted at a market 
rate of interest.  Non-cash items in the restructuring/impairment charge 
totaled $175.0 million.   The Company incurred lower facility closure 

     The Company incurred lower facility closure costs than anticipated
in the restructuring charges.  The oldest Milpitas plant was sublet sooner 
than anticipated and the Company terminated its lease on the second Mipitas 
plant in the third quarter of 1998 avoiding expected future rent payments
and the cost of renovating the facility to its original lease condition.
Additionally, the Company determined that it would not close its oldest 
San Jose, California facility at the expiration of its lease.  The 
Company plans to use the front-end operations in this facility
for both production and new process development.  Back-end operations
in this facility are expected to cease in the fourth quarter of 1998.
Space currently occupied by the back-end operations will most likely 
be used for future process development work related to glass substrates.
As a result the Company will not incur costs to restore the facility to 
its original lease condition as contemplated in the restructuring charge.
Higher than expected costs for equipment order cancellations offset the 
lower facility closure costs.

        At September 27, 1998, $10.1 million related to the 
restructuring activities remained in current liabilities.  The Company 
has made cash payments totaling approximately $21.8 million primarily 
for severance, equipment order cancellations, and facility closure 
costs.  The majority of the remaining liability, primarily for equipment 
order cancellations is expected to be settled by the end of the first 
quarter of 1999.

        As a result of these restructuring activities, the Company 
expects that over time its Malaysian manufacturing operations will 
account for an increasing portion of the Company's production output. 
These facilities are closer to customers' disk drive assembly plants in 
Southeast Asia and enjoy certain cost advantages over the Company's U.S. 
manufacturing facilities.

Interest and Other Income/Expense:
        Interest income increased $0.7 million in the third quarter of 
1998 relative to the third quarter of 1997 and $3.0 million in the first 
nine months of 1998 relative to the first nine months of 1997.  The 
increases were due to higher average cash and short-term investment 
balances in the current year periods.  Interest expense increased $2.2 
million in the third quarter of 1998 compared to the third quarter of 
1997 and $7.6 million in the first nine months of 1998 compared to the 
first nine months of 1997.  The higher interest expense in the 1998 
periods was due to higher outstanding debt balances.  The Company 
borrowed $190.0 million under its credit facilities between March 1997 
and  January 1998.  Other income decreased $0.1 million in the third 
quarter of 1998 compared to the third quarter of 1997.  Other income 
increased $3.2 million in the first nine months of 1998 relative to the 
first nine months of 1997.  This increase was primarily due to a $3.1 
million gain on the sale of vacant land located in Milpitas, California.

Income Taxes:
        The Company's income tax provision of $1.0 million for the first 
nine months of 1998 represents income taxes on certain transactions not 
covered by the various tax holidays in effect at the Company's Malaysian 
operations.  No additional income tax provision or benefit has been 
recorded in the first nine months of 1998 due to a projected 1998 pre-
tax loss at the Company's U.S. operations and the effect of the tax 
holidays and investment allowances at the Malaysian operations. The 
Company's income tax benefit for the first nine months of 1997 
represented the utilization of available loss carrybacks associated with 
its U.S. operations. No additional utilization of loss carrybacks is 
available for the U.S. operations as of September 27, 1998.

        The Company's wholly-owned thin-film media operation, Komag USA 
(Malaysia) Sdn. ("KMS"), has operated under an initial five-year tax 
holiday for its first plant site. This five-year tax holiday expired in 
July 1998 and is currently under application for extension for an 
additional five-year period by the Malaysian government. The 
commencement date for this new tax holiday has not been determined as of 
October 26, 1998. KMS has also been granted a ten-year tax holiday for 
its second and third plant sites in Malaysia.  

Minority Interest in KMT/Equity in Net Income (Loss) of AKCL:
        The minority interest in the net income (loss) of consolidated 
subsidiary represented Kobe Steel USA Holdings Inc.'s ("Kobe USA's") 20% 
share of Komag Material Technology, Inc.'s ("KMT's") net income (loss).  
KMT recorded a net loss of $0.2 million in the third quarter of 1998 and 
incurred a minimal loss in the third quarter of 1997.  KMT recorded net 
income of $2.3 million in the first nine months of 1998 compared to $1.8 
million in the first nine months of 1997.

        The Company owns a 50% interest in AKCL and records its share of 
AKCL's net income (loss) as equity in net income (loss) of 
unconsolidated joint venture.  The Company recorded $3.3 million as its 
equity in AKCL's net loss for the third quarter of 1998 compared to the 
equity in AKCL's net loss of $3.9 million recorded in the third quarter 
of 1997.  Results for the third quarter of 1998 were adversely affected 
by lower overall average selling prices and lower yields on current 
generation products.  Results for the third quarter of 1997 were 
adversely affected by significantly underutilized capacity. 

     The Company recorded a loss of $24.1 million as its equity in
AKCL's net loss for the first nine months of 1998 compared to a net
loss of $1.5 million as its equity in AKCL's net loss for the first
nine months of 1997. AKCL's results for the first nine months of 1997 
included a $5.3 million net of tax gain on AKCL's March 1997 sale of its 
investment in Headway Technologies, Inc.  The Company's equity in this 
gain was $2.6 million.  Excluding the gain, the Company reported a loss 
of $4.1 million as its equity in AKCL's net loss in the first nine 
months of 1997. Writedowns of AKCL's in-line sputtering equipment in 
1998 accounted for approximately one-third of the Company's equity loss 
for the first nine months of 1998. No significant writedowns occurred in 
the first nine months of 1997.  In addition, substantially lower average 
selling prices and manufacturing yield, equipment utilization, and 
customer qualification issues adversely affected AKCL's financial 
results for the first nine months of 1998.  

        AKCL's current financing arrangements may not be sufficient in 
light of AKCL's expected continuing losses.  There can be no assurance 
that additional financing will be available to AKCL.  Failure to secure 
additional financing could have a material adverse affect on AKCL's 
business and financial results.  Further writedowns of the Company's 
investment in AKCL are limited to the book value of the investment on 
the accompanying consolidated balance sheet ($3.4 million at September 27, 
1998). The net book value of the Company's investment in AKCL is adjusted 
each quarter to reflect the Company's share of AKCL's net income (loss) and  
changes in the U.S. dollar value of the investment arising from fluctuations
in the Japanese yen to U.S. dollar exchange rate.  Subsequent to the end of 
the third quarter the Japanese yen strengthened significantly (from approxi-
mately 135 yen to $1 U.S. at the end of the quarter to approximately 118 yen
to $1 U.S.-as of October 23, 1998).  Assuming the yen remains at this 
strengthened level through the end of the fourth quarter, the book value 
of the Company's investment in AKCL would increase for the exchange rate 
difference before adjusting for any losses incurred by AKCL.  Had the 
yen to dollar exchange rate been at 118 yen to $1 U.S. at the end of the 
third quarter the net book value of the Company's investment in AKCL 
would have been approximately $4.5 million.   

Year 2000 Issue:
        Many computer systems were not designed to properly handle dates 
beyond the year 1999.  Additionally, these systems may not properly 
handle certain dates in 1999.  Failure to process dates properly could 
result in failure or disruption of the Company's information systems 
and/or processing equipment.  To be Year 2000 ("Y2K") compliant, 
computer systems must correctly process dates before and after the year 
2000, recognize the year 2000 as a leap year, accept and display dates 
unambiguously and correctly process dates for non-date functions such as 
archiving.  Disruptions to the Company's operations may also occur if 
key suppliers or customers experience disruptions in their ability to 
purchase, supply or transact with the Company due to Y2K issues.  The 
Company's global operations rely heavily on the infrastructures within 
the countries in which it does business.  The Y2K readiness within 
infrastructure suppliers (utilities, government agencies such as 
customs, and shipping organizations) will be critical to the Company's 
ability to avoid disruption of its operations.   The Company is 
currently assessing its systems, equipment, and processes to determine 
its Y2K readiness and  has committed personnel and resources to resolve 
potential Y2K issues.  Further, the Company is working with key 
suppliers and customers to ensure their Y2K readiness. The Company is 
working with industry trade associations to evaluate the Y2K readiness 
of infrastructure suppliers.  Additionally, the Company has retained an 
outside consulting firm to evaluate the effectiveness of its Y2K 
readiness program. The Company plans to complete the assessment of its 
Y2K readiness by the end of the first quarter of 1999.  

        The Company will perform remediation procedures concurrent with 
its assessment planning.  The Company currently believes that the 
remediation costs of the Y2K issue will not be material to the Company's 
results of operations or financial position.  Cumulatively through 
September 27, 1998 the Company has incurred remediation expenses of less 
than $0.1 million. While the Company currently expects that the Y2K 
issue will not pose significant operational problems, delays in 
adequately addressing Y2K issues, or a failure to fully identify all Y2K 
dependencies in the Company's systems and in the systems of its 
suppliers, customers and financial institutions could have material
adverse consequences, including delays in the production, delivery
or sale of products.  Therefore, the Company is developing contingency
plans for continuing operations in the event such problems arise.
The Company intends to complete the contingency planning phase of  
its Y2K readiness in the first half of 1999.

        The Company's products are not date-sensitive and the Company 
expects that it will have limited exposure to product liability 
litigation resulting from Y2K-related failures. Disk drive manufacturers 
have generally stated that disk drives as a stand-alone product are not 
date-sensitive.  However, disk drives using the Company's thin-film 
media products have been incorporated into computer systems which could 
experience Y2K-related failures. The Company anticipates that litigation 
may be brought against suppliers of all component products of systems 
that are unable to properly handle Y2K issues. 


Liquidity and Capital Resources:

        Cash and short-term investments of $126.6 million at the end of 
the third quarter of 1998 decreased $39.6 million from the end of the 
prior fiscal year. Consolidated operating activities generated $19.6 
million in cash during the first nine months of 1998.  The $347.5 
million operating loss for the first nine months of 1998, net of non-
cash depreciation charges of $91.1 million, the non-cash asset 
impairment charge of $175.0 million and the non-cash equity loss from 
AKCL of $24.1 million, consumed $57.3 million.  Changes in operating 
assets and liabilities provided $76.2 million of working capital.  
Accounts receivable and inventory decreased $37.6 million and $36.0 
million, respectively, during the first nine months of 1998.  
Additionally, the Company received $22.2 million in income tax refunds 
(net of payments).  Reductions in accounts payable related to the lower 
production volume and capital expenditures used $19.9 million. The 
Company borrowed $15.0 million under its credit facilities and spent 
$84.0 million on capital requirements during the first nine months of 
1998.  Proceeds from sales of property, plant and equipment (primarily 
the sale of vacant land in Milpitas, California) generated $5.4 million.  
Sales of Common Stock under the Company's stock programs generated $3.6 
million.

      Total capital expenditures for 1998 are currently planned at
approximately $100 million.  Capital expenditures for 1998 are primarily 
targeted for process improvements, including costs to modify the 
Company's in-line equipment for the epitaxial sputtering process and 
costs to implement advances in the Company's substrate process 
technologies. Current noncancelable capital commitments total 
approximately $27 million.

        The size of the Company's second quarter of 1998 net loss has 
resulted in a default under certain financial covenants contained in the 
Company's various bank credit facilities.  The Company currently has 
$260 million of unsecured bank borrowings outstanding.  The remaining 
$85 million of unutilized credit under the Company's $345 million credit 
facilities is currently unavailable due to the financial covenant 
default.  The Company is not in payment default under any of its credit 
facilities.  The Company's borrowing capacity is subject to the 
successful re-negotiation of the terms of these agreements and/or the 
negotiation of new financing arrangements.  The Company is currently in 
discussions with its lenders about these matters.  There can be no 
assurance, however, that the Company will be able to successfully re-
negotiate the terms of its existing credit agreements and/or negotiate 
new financing arrangements.  If the Company is unable to obtain adequate 
financing, the Company will be required to further reduce its operations 
and capital spending which could have a material adverse effect on the 
Company's results of operations.



PART II. OTHER INFORMATION
        ITEM 1. Legal Proceedings-Not Applicable.

        ITEM 2. Changes in Securities-

             In July 1998, the Company's stockholders approved an 
             amendment to the Company's Restated Certificate of Incorporation.  
             The amendment increased the amount of Common Stock that the 
             Company is authorized to issue from 85,000,000 to 150,000,000 
             shares.

        ITEM 3. Defaults Upon Senior Securities-

             The Company's credit facilities total $345 million and are 
             comprised of five agreements: a five-year term loan that expires 
             in 2002, two separate revolving line of credit agreements that 
             expire in 2002 and two separate four-year revolving line of credit 
             agreements that expire in 1999 and 2000.  None of these credit 
             facilities is secured by any of the assets of the Company.  The 
             size of the Company's second quarter 1998 net loss resulted in a 
             default under certain financial covenants contained in the 
             Company's various bank credit facilities.  The Company is not in 
             payment default under any of these facilities nor have principal 
             or interest payments been accelerated as a result of the technical 
             default.  The Company currently has $260 million of bank 
             borrowings outstanding.  The remaining $85 million of unutilized 
             credit is currently unavailable due to the technical default. 

        ITEM 4. Submission of Matters to a Vote of Security Holders

               (a)  A Special Meeting of Stockholders was held July 22, 1998.

               (b)  The Special Meeting did not include the election of 
                    Directors.

               (c)  Other matters voted upon at the stockholders meeting 
                    were:

                Proposal No. 1, Approval of an amendment to the 
                Company's Restated Certificate of Incorporation to 
                increase the amount of Common Stock the Company is 
                authorized to issue from 85 million shares to 150
                million shares; and

                Proposal No. 2, Approval of the sale and issuance by the 
                Company from time to time of up to $350 million of Common 
                Stock or securities convertible into Common Stock in 
                private transactions during the next twelve months at a 
                price below book value but at or above the then current 
                market price of the Common Stock.




       Shares of Common Stock voted were as follows:
                                                                      Broker
                               For         Against      Abstain      Non-vote
                            -----------  -----------  -----------   ----------
Proposal No. 1
(Amendment to Restated
Certificate of 
Incorporation)               35,858,126    7,407,770       73,195            -

Proposal No. 2
(Approval of sale and
issuance of up to
$350 million of Common
Stock or securities
convertible to Common
Stock)                       24,693,198    7,783,072       86,289   10,776,532


             (d)  Not Applicable

        ITEM 5. Other Information-Not Applicable.

        ITEM 6. Exhibits and Reports on Form 8-K

             (a)     Exhibit 3.1-Amended and Restated Certificate of 
                     Incorporation
                     Exhibit 27-Financial Data Schedule.

             (b)     Not Applicable.

<PAGE>

                                   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 thereunto duly authorized.




                               KOMAG, INCORPORATED
                                  (Registrant)








DATE:  October 28, 1998                 BY:  /s/ William L. Potts, Jr. 
       -----------------              --------------------------------------
                                             William L. Potts, Jr.
                                             Senior Vice President and
                                             Chief Financial Officer

DATE:  October 28, 1998                 BY: /s/ Stephen C. Johnson
        -----------------             --------------------------------------
                                              Stephen C. Johnson
                                              President and
                                              Chief Executive Officer