UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

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

                  For the quarterly period ended JUNE 30, 1997

                         Commission file number: 0-19512

                              READ-RITE CORPORATION
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                             94-2770690
 (State or other jurisdiction                               (I.R.S. Employer
       of incorporation)                                   Identification No.)

                345 LOS COCHES STREET, MILPITAS, CALIFORNIA 95035
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (408) 262-6700
              (Registrant's telephone number, including area code)



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
                                       -----    -----


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

  COMMON STOCK, $0.0001 PAR VALUE                        47,872,293 SHARES
               (Class)                           (Outstanding at July 31, 1997)

<PAGE>

                              READ-RITE CORPORATION

                                     Index



PART I - FINANCIAL INFORMATION

        Item 1.  Financial Statements

             Consolidated Condensed Balance Sheets-
             June 30, 1997 and September 30, 1996    

             Consolidated Condensed Statements of Operations-
             Three Months and Nine  Months Ended June  30, 1997 and 1996     

             Consolidated Condensed Statement of Cash Flows-
             Nine Months Ended June  30, 1997 and 1996       

             Notes to Consolidated Condensed Financial Statements    

        Item 2.  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations       

PART II- OTHER INFORMATION

        Item 1.  Legal Proceedings                          

        Item 6.  Exhibits and Reports on Form 8-K 

SIGNATURE           

INDEX OF EXHIBITS       

<PAGE>

Part 1.  Financial Information
Item 1.   Financial Statements

                              READ-RITE CORPORATION
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                   June 30,    Sept. 30,
                                                                   1997        1996
                                                                    --------    --------
                                                                   (Unaudited)
<S>                                                                <C>         <C>
ASSETS
  Current assets:
    Cash and cash equivalents                                         $81,110     $82,291
    Short-term investments                                             36,809      65,655
    Accounts receivable, net                                          137,173      90,142
    Inventories                                                        80,769      58,005
    Prepaid expenses and other current assets                          13,672      13,962
                                                                    --------    --------
      Total current assets                                            349,533     310,055

  Property, plant and equipment, at cost                            1,019,850     834,852
  Less:  Accumulated depreciation                                     378,716     267,558
                                                                    --------    --------
      Property, plant and equipment, net                              641,134     567,294

  Intangible and other assets                                          37,425      31,323
                                                                    --------    --------
        TOTAL ASSETS                                               $1,028,092    $908,672
                                                                    ========    ========

LIABILITIES, MINORITY INTEREST IN CONSOLIDATED
     SUBSIDIARY AND STOCKHOLDERS' EQUITY
  Current liabilities:
   Accounts payable                                                  $117,379     $88,434
   Accrued compensation and benefits                                   39,273      27,099
   Income taxes payable                                                26,119      27,754
   Other accrued liabilities                                           35,481      37,196
   Current portion of long-term debt and capital lease obligations     13,783      15,613
                                                                    --------    --------
      Total current liabilities                                       232,035     196,096

  Long-term debt and capital lease obligations                        164,986     172,037
  Deferred income taxes and other                                      30,815      15,458
                                                                    --------    --------
      TOTAL LIABILITIES                                               427,836     383,591

  Minority interest in consolidated subsidiary                         74,522      71,282
                                                                    --------    --------

  Stockholders' equity:
    Series A participating preferred stock, $0.0001 par value              --          --
    Common stock, $0.0001 par value                                         5           5
    Additional paid-in capital                                        349,664     336,113
    Retained earnings                                                 175,507     114,979
    Cumulative translation adjustment                                     558       2,702
                                                                    --------    --------
      TOTAL STOCKHOLDERS' EQUITY                                      525,734     453,799
                                                                    --------    --------
        TOTAL LIABILITIES, MINORITY INTEREST IN CONSOLIDATED
           SUBSIDIARY AND STOCKHOLDERS' EQUITY                     $1,028,092    $908,672
                                                                    ========    ========
</TABLE>

SEE ACCOMPANYING NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

<PAGE>

                              READ-RITE CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                              Three Months Ended   Nine Months Ended
                                                    June 30,            June 30,
                                             ------------------- -------------------
                                               1997      1996      1997      1996
                                             --------  --------  --------  --------
                                                  (Unaudited)         (Unaudited)
<S>                                          <C>       <C>       <C>       <C>
Net sales                                    $310,236  $238,281  $843,892  $795,711
Cost of sales                                 238,146   226,912   673,608   658,231
                                             --------  --------  --------  --------
Gross margin                                   72,090    11,369   170,284   137,480

Operating expenses:
   Research and development                    15,994    12,937    46,623    39,117
   Selling, general and administrative         10,412    10,539    31,535    32,853
                                             --------  --------  --------  --------
      Total operating expenses                 26,406    23,476    78,158    71,970
                                             --------  --------  --------  --------
Operating income (loss)                        45,684   (12,107)   92,126    65,510

Interest expense                                3,569     3,020    10,631     9,113
Interest income and other, net                  1,768     2,814     6,766     8,383
                                             --------  --------  --------  --------
Income (loss) before provision for income
   taxes and minority interest                 43,883   (12,313)   88,261    64,780
Provision for income taxes                     10,094     7,409    21,190    31,309
                                             --------  --------  --------  --------
Income (loss) before minority interest         33,789   (19,722)   67,071    33,471
Minority interest in net income of
   consolidated subsidiary                      2,616     3,188     6,556    12,523
                                             --------  --------  --------  --------
NET INCOME (LOSS)                             $31,173  ($22,910)  $60,515   $20,948
                                             ========  ========  ========  ========
NET INCOME (LOSS) PER SHARE                     $0.64    ($0.49)    $1.24     $0.44
                                             ========  ========  ========  ========
SHARES USED IN PER SHARE CALCULATION           48,963    46,617    48,626    47,840
                                             ========  ========  ========  ========
</TABLE>

   SEE ACCOMPANYING NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

<PAGE>

                              READ-RITE CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                      NINE MONTHS ENDED
                                                            JUNE 30,
                                                     -------------------
                                                       1997      1996
                                                     --------- ---------
                                                         (UNAUDITED)
<S>                                                  <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                         $60,515   $20,948
   Adjustments required to reconcile net income
     to cash provided by operations:
   Depreciation and amortization                      122,501    78,301
   Minority interest in net income of
     consolidated subsidiary                            6,556    12,523
   Other, net                                           8,820     5,814
   Changes in assets and liabilities:
     Accounts receivable, net                         (48,760)   31,776
     Inventories                                      (23,054)  (29,476)
     Prepaid expenses and other current assets            336    (2,291)
     Accounts payable, accrued liabilities and
       income taxes payable                            38,408    44,472
                                                     --------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES             165,322   162,067
                                                     --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures, net                         (192,572) (218,111)
   Maturities of available-for-sale investments       398,131   847,287
   Purchases of available-for-sale investments       (369,051) (805,590)
   Other assets and liabilities, net                   (6,053)   (6,302)
                                                     --------- ---------
NET CASH USED IN INVESTING ACTIVITIES                (169,545) (182,716)
                                                     --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term debt                            --    50,000
   Payments of principal on long-term debt and
     capital lease obligations                         (8,881)  (16,904)
   Repurchase of common stock                              --   (43,046)
   Proceeds from issuance of common stock              11,370     5,729
                                                     --------- ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES     2,489    (4,221)
                                                     --------- ---------
Effect of exchange rate changes on cash                   553     8,997
                                                     --------- ---------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS            (1,181)  (15,873)
Cash and cash equivalents at beginning of period       82,291   168,860
                                                     --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD            $81,110  $152,987
                                                     ========= =========

Supplemental disclosures:
   Cash paid during the period for:
     Interest                                         $11,007    $6,128
     Income taxes                                     $12,666   $42,485
   Other non-cash items:
     Issuances of common stock under 401K plan         $2,181    $2,332

</TABLE>

SEE ACCOMPANYING NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

<PAGE>

                              READ-RITE CORPORATION
              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)

Note 1 - General

Read-Rite Corporation (the "Company") maintains a fifty-
two/fifty-three week fiscal year cycle ending on the  Sunday 
closest to September 30.  The third quarters of fiscal 1997 and 
1996 ended on June 29, 1997 and June 30, 1996, respectively.  
To conform to the Company's fiscal year ends, the Company 
must add a fifty-third week to every sixth or seventh fiscal year; 
however, both fiscal 1997 and fiscal 1996 are 52-week years.  
For convenience, the accompanying financial statements have 
been shown as ending on the last day of the calendar month.

In the opinion of management, all adjustments (consisting of 
only normal recurring adjustments) considered necessary for a 
fair presentation of the interim periods presented have been 
included.  The interim results are not necessarily indicative of 
the operating results expected for the full fiscal year ending 
September 30, 1997.  The accompanying unaudited financial 
statements should be read in conjunction with the Company's 
audited financial statements included in its 1996 Annual Report 
on Form 10-K.

Note 2 - Inventories

Inventories consisted of the following at (in thousands):

<TABLE>
<CAPTION>
                                                June 30,    September 30,
                                                  1997            1996
                                               ---------     -------------
<S>                                             <C>             <C>    
         Raw materials                          $19,284         $13,591
         Work-in-process                         55,305          34,157
         Finished goods                           6,180          10,257
                                                -------         -------
           Total inventories                    $80,769         $58,005
                                                =======         =======
</TABLE>

Note 3 - Income Taxes

The provision for income taxes for the three months and nine 
months ended June 30, 1997, is based upon the Company's 
estimated annual effective tax rate for fiscal 1997.  The effective 
tax rate differs from the statutory federal income tax rate 
primarily due to net tax savings associated with the Company's 
foreign operations.

Note 4 - New Accounting Standards

In February 1997, the Financial Accounting Standards Board 
issued Financial Accounting Standards Board Statement 
Number 128 ("FASB 128"), Earnings Per Share, which the 
Company is required to adopt in the first quarter of  fiscal 1998.  
At that time, the Company will be required to change the 
method currently used to compute earnings per share and to 
restate all prior periods.   Under FASB 128, the dilutive effect of 
outstanding stock options will be excluded from the calculation 
of primary earnings per share.  The impact of excluding the 
dilutive effect of outstanding stock options is expected to result 
in an increase in earnings per share presented by the Company 
of $0.01 for the three months ended June 30, 1997, and $0.04 
and $0.01 for the nine months ended June 30, 1997 and 1996, 
respectively.  There was no impact to primary earnings per 
share for the three months ended June 30, 1996.  A calculation 
of dilutive earnings per share will also be required; however, 
this is not expected to differ materially from the Company's 
reported primary earnings per share.

                   READ-RITE CORPORATION
Notes to Consolidated Condensed Financial Statements 
(Continued)
(Unaudited)

Note 4 - New Accounting Standards (Continued)

In July 1997, the Emerging Issues Task Force ("EITF") reached 
a consensus in EITF Issue 96-16, regarding whether rights of a 
minority shareholder should preclude an investor from 
consolidating a majority-owned investee.  The EITF determined 
that consolidation of a majority-owned investee is not 
appropriate if a minority shareholder has rights to participate in 
the significant decisions made in the ordinary course of 
business.  The Company has not yet determined whether the 
rights of Sumitomo Metal Industries, Ltd. ("Sumitomo"), as the 
minority shareholder of Read-Rite SMI Corporation ("Read-
Rite SMI"), the Company's joint venture in Japan, would be 
considered participating rights.  If Sumitomo's minority 
shareholder rights are determined to be participating rights, the 
Company would be required to change the method of 
accounting for its investment in Read-Rite SMI from 
consolidation to the equity method.  This change in accounting 
treatment would have no effect on the Company's net income or 
net income per share.  The consensus in EITF Issue 96-16 is 
effective for financial statements issued for fiscal years ending 
after December 15, 1998.

Note 5 - Subsequent Event

In October 1996, the Company entered into a Development 
Agreement with Quinta Corporation ("Quinta"), to design and 
manufacture magneto-optical head gimbal assemblies and 
headstack assemblies for Quinta's optically-enhanced 
Winchester disk drive program.  As part of that agreement, the 
Company made certain investments in Quinta, for which it 
received an aggregate of 1,249,998 shares of Quinta Series B 
Preferred Stock.  On July 2, 1997, Seagate Technology, Inc. 
("Seagate") announced the signing of a definitive agreement 
to acquire Quinta.  Upon consummation of the acquisition, 
each share of Quinta's outstanding preferred stock, including 
the Series B Preferred Stock held by the Company, will be 
converted into the right to receive cash and certain contingent 
payments at a specified price per share.  The Company 
expects to report a gain from this transaction.  

                   READ-RITE CORPORATION

Item 2.  Management's Discussion and Analysis of Financial 
Condition and Results of Operations

Results of Operations

Certain statements in this Management's Discussion and 
Analysis of Financial Condition and Results of Operations 
include forward-looking information within the meaning of 
Section 27A of the Securities Act of 1933, as amended, and 
Section 21E of the Securities Exchange Act of 1934, as 
amended, and are subject to the "safe harbor" created by those 
sections.  These statements include, but are not limited to, the 
Company's plan to continue increasing its research and 
development expenditures; the Company's expectation that 
selling, general and administrative expenses will not increase 
significantly in the near-term; the Company's plan to spend 
approximately $300 million on capital expenditures in fiscal 
1997; the Company's belief that its liquid assets, credit 
facilities and cash generated from operations are sufficient to 
fund its operations for the next year; the Company's belief 
that it will remain a supplier to both Micropolis and Maxtor 
notwithstanding recent acquisitions of such companies by 
Singapore Technologies and Hyundai, respectively; 
Quantum's stated intention to continue purchasing the 
majority of its HGA requirements from merchant suppliers; 
and the Company's belief that the Company and the 
individual defendants in the purported class actions 
(collectively, the "Actions") described in Part II, Item 1 
"Legal Proceedings" below, have meritorious defenses in such 
Actions.  Actual results for future periods could differ 
materially from those projected in such forward-looking 
statements.  

Some factors which could cause future actual results to 
materially differ from the Company's recent results or those 
projected in the forward-looking statements are failure to meet 
forecasted expenditures, failure by the Company to execute on 
magnetoresistive ("MR") product development; failure to 
obtain necessary customer qualifications on new programs, 
failure to timely and cost-effectively introduce those programs 
into manufacturing, and failure to achieve and maintain 
acceptable production yields on those programs; constraints 
on supplies of raw materials or components limiting the 
Company's ability to maintain or increase production; 
significant increases or decreases in demand for the 
Company's products, cancellation or rescheduling of customer 
orders, changes to the Company's product mix, and changes 
in business conditions affecting the Company which 
significantly increase the Company's working capital needs;  
the Company's inability to obtain or generate sufficient capital 
to fund its research and development expenses and other 
working capital needs; or failure by the Company to obtain 
favorable resolution of the claims set forth in the Actions.  For 
a more detailed discussion of certain risks associated with the 
Company's business, see "Certain Additional Business Risks" 
below.

                   READ-RITE CORPORATION

Item 2.  Management's Discussion and Analysis of Financial 
Condition and Results of Operations (Continued)

Three and Nine Months Ended June 30, 1997 Compared with 
Three and Nine Months Ended June 30, 1996 

The following table sets forth certain financial data as a 
percentage of net sales for the periods indicated:

<TABLE>
<CAPTION>

                                              Three Months Ended   Nine Months Ended
                                                    June 30,            June 30,
                                             ------------------- -------------------
                                               1997      1996      1997      1996
                                             --------- --------- --------- ---------
<S>                                          <C>       <C>       <C>       <C>
Net sales                                       100.0%    100.0%    100.0%    100.0%
Cost of sales                                    76.8%     95.2%     79.8%     82.7%
                                             --------- --------- --------- ---------
Gross margin                                     23.2%      4.8%     20.2%     17.3%
                                             --------- --------- --------- ---------
Operating expenses:
   Research and development                       5.2%      5.4%      5.5%      4.9%
   Selling, general and administrative            3.3%      4.5%      3.8%      4.2%
                                             --------- --------- --------- ---------
      Total operating expenses                    8.5%      9.9%      9.3%      9.1%
                                             --------- --------- --------- ---------
Operating income (loss)                          14.7%     -5.1%     10.9%      8.2%
Interest expense                                  1.2%      1.3%      1.3%      1.1%
Interest income and other, net                    0.6%      1.2%      0.9%      1.0%
                                             --------- --------- --------- ---------
Income (loss) before provision for income
   taxes and minority interest                   14.1%     -5.2%     10.5%      8.1%
Provision for income taxes                        3.2%      3.1%      2.6%      3.9%
                                             --------- --------- --------- ---------
Income (loss) before minority interest           10.9%     -8.3%      7.9%      4.2%
Minority interest in net income of
   consolidated subsidiary                        0.9%      1.3%      0.7%      1.6%
                                             --------- --------- --------- ---------
NET INCOME (LOSS)                                10.0%     -9.6%      7.2%      2.6%
                                             ========= ========= ========= =========

</TABLE>

                   READ-RITE CORPORATION

Item 2.  Management's Discussion and Analysis of Financial 
Condition and Results of Operations (Continued)

Net Sales

Net sales were $310.2 million for the three months ended June 
30, 1997, a 30.2% increase over net sales of $238.3 million 
for the three months ended June 30, 1996.  The increase in net 
sales in the current period was due primarily to significantly 
higher unit sales and, to a lesser extent, higher average selling 
prices for both headstack assemblies ("HSAs") and head 
gimbal assemblies ("HGAs").  This increase in sales was 
partially offset by the end-of-life of metal-in-gap ("MIG") 
products, which accounted for none of the Company's sales 
for the three months ended June 30, 1997, as compared to 
19.0% of sales for the three months ended June 30, 1996.

Sales of HSAs and HGAs accounted for approximately 69% 
and 30%, respectively, of net sales for the three months ended 
June 30, 1997.  Sales of HSAs and HGAs were approximately 
66% and 33%, respectively, of net sales for the three months 
ended June 30, 1996.  

Net sales were $843.9 million for the nine months ended June 
30, 1997, a 6.1% increase over net sales of  $795.7 million for 
the nine months ended June 30, 1996.  The increase in net 
sales in the current period  was due primarily to significantly 
higher unit sales and, to a lesser extent, higher average selling 
prices for HSAs.  This increase in sales was partially offset by 
the end-of-life metal-in-gap ("MIG") products, which 
accounted for a negligible amount of the Company's sales for 
the nine months ended June 30, 1997, as compared to  21.1% 
of sales for the nine months ended June 30, 1996.

The Company's sales of HSAs and HGAs accounted for 
approximately 64% and 35%, respectively, of net sales for the 
nine months ended June 30, 1997.  Sales of HSAs and HGAs 
were approximately 56% and 42%, respectively, of net sales 
for the nine months ended June 30, 1996.  

Gross Margin

The Company's gross margins are primarily influenced by 
average selling prices, the level of unit sales in relation to 
fixed costs, process yields, product mix (newer products and 
HGAs typically generate higher gross margins than older 
products and HSAs) and material costs.  The relative impact 
of these factors fluctuate from time to time.  The Company's 
gross margins also reflect charges for inventory and fixed 
asset obsolescence related to products or technologies that 
have reached their end-of-life.

The Company's gross margin for the three months ended June 
30, 1997 was 23.2% of net sales, compared to 4.8% of net 
sales for the three months ended June 30, 1996.  The 
significantly higher gross margin in the current period is 
primarily attributable to higher average selling prices for 
HSAs, and to increased unit sales in relation to fixed costs for 
both HSAs and HGAs.  Additionally, the three months ended 
June 30, 1996 included a $10.0 million charge in cost of 
goods sold for the write-off of inventory and fixed assets 
associated with end-of-life products.  The higher gross 
margins were partially offset by a product mix weighted 
toward HSAs, which tend to have lower gross margins.  

The Company's gross margin for the nine months ended June 
30, 1997 was 20.2% of net sales, compared to 17.3% of net 
sales for the nine months ended June 30, 1996.  The higher 
gross margin in the current period is primarily attributable to 
higher average selling prices and increased unit sales in 
relation to fixed costs for HSAs.  Additionally, the nine 
months ended June 30, 1996, included a $10.0 million charge 
in cost of goods sold for the write-off of inventory and fixed 
assets associated with end-of-life products and a 

                   READ-RITE CORPORATION

Item 2.  Management's Discussion and Analysis of Financial 
Condition and Results of Operations (Continued)

Gross Margin (Continued)

$6.0 million charge in cost of goods sold for the consolidation 
of the Company's San Diego operations to Northern 
California.

As mentioned above, HSAs typically have lower gross 
margins than HGAs.  HSAs consist of two or more   HGAs 
and a variety of purchased components which the Company 
assembles into a single unit.  The cost of the purchased 
components is a material percentage of the total cost of the 
HSA; the gross margin on such purchased components is 
substantially lower than the gross margin on HGAs produced 
by the Company.  The combination of the respective margins 
on HGAs and non-HGA components and associated labor and 
overhead included in HSAs thus typically produces a lower 
aggregate gross margin on HSA sales compared to HGA sales.   

Research and Development Expenses

Research and development ("R&D") expenses were $16.0 
million, or 5.2% of net sales, for the three months ended June 
30, 1997, compared to $12.9 million, or 5.4% of net sales, for 
the three months ended June 30, 1996. The decrease in R&D 
expenses as a percentage of net sales is attributable to the 
significant increase in net sales in the current period.  The 
increase in R&D expenses in absolute dollars in the current 
period is attributable to the Company's ongoing development 
efforts in advanced inductive, MR and emerging technologies.

R&D expenses were $46.6 million, or 5.5% of net sales, for 
the nine months ended June 30, 1997, compared to $39.1 
million, or 4.9% of net sales, for the nine months ended June 
30, 1996.  R&D expenses for the nine months ended June 30, 
1996 reflected a charge of $9.0 million due to an investment 
in planar recording technology.  Excluding this charge, R&D 
expenses increased significantly in both absolute dollars and 
as a percentage of net sales due to hiring of additional 
engineers and related staff and increased support expenses for 
the Company's ongoing development efforts in advanced 
inductive, MR and emerging technologies.

In addition, from time to time, the Company engages in fully 
or partially funded research and development for certain 
existing or potential customers.   R&D expenses under such 
projects are offset as incurred to the extent of development 
funds available.  For the three months and nine months ended 
June 30, 1997, R&D expenses were offset by development 
funding of $1.8 million and $2.3 million, respectively.  For 
the three months and nine months ended June 30, 1996, 
funded research and development was not material.

The Company intends to continue increasing its R&D 
expenditures on an absolute dollar basis in future periods.  
However, the level of R&D expenditures as a percentage of 
net sales will vary from period to period depending on the 
level of net sales.  

Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses were 
$10.4 million, or 3.3% of net sales, for the three months ended 
June 30, 1997, compared to $10.5 million, or 4.5% of net 
sales, for the three months ended June 30, 1996.  SG&A 
expenses were $31.5 million, or 3.8% of net sales, for the nine 
months ended June 30, 1997, compared to $32.9 million, or 
4.2% of net sales, for the nine months ended June 30, 1996.

The absolute dollar decrease in SG&A expenses for the three 
months and nine months ended June 30, 1997 was primarily 
due to cost reduction efforts implemented in the latter half of 
fiscal 1996.

                   READ-RITE CORPORATION

Item 2.  Management's Discussion and Analysis of Financial 
Condition and Results of Operations (Continued)

Selling, General and Administrative Expenses (continued)

The Company does not expect that SG&A expenses will 
increase significantly in absolute dollars in the near-term, but 
anticipates that SG&A expenses will vary from quarter to 
quarter as a percentage of net sales, depending on the level of 
net sales.

Interest Expense

Interest expense was $3.6 million and $10.6 million for the 
three months and nine months ended June 30, 1997, 
respectively, and $3.0 million and $9.1 million for the three 
months and nine months ended June 30, 1996, respectively.  
The increase in interest expense for the current periods as 
compared to the same periods in fiscal 1996 is primarily due 
to the increase in the average amount of debt outstanding.  

Interest Income and Other, Net

Interest income and other, net, was $1.8 million for the three 
months ended June 30, 1997, compared to $2.8 million for the 
three months ended June 30, 1996.  The decrease in interest 
income and other, net, is primarily due to lower interest 
income on lower average cash balances and foreign exchange 
losses related to Read-Rite SMI.  

Interest income and other, net, was $6.8 million for the nine 
months ended June 30, 1997, compared to $8.4 million for the 
nine months ended June 30, 1996.  The decrease in interest 
income and other, net, is primarily due to lower interest 
income on lower average cash balances, partially offset by 
foreign exchange gains related to Read-Rite SMI.

Provision for Income Taxes

The Company's estimated annual effective tax rate decreased 
to 24.0% for the nine months ended June 30, 1997, compared 
to 48.3% for the nine months ended June 30, 1996.  The 
decrease in the estimated annual effective tax rate for fiscal 
1997 is primarily due to lower net tax from foreign operations.  
The fiscal 1997 effective rate for the three months and nine 
months ended June 30, 1997 differs from the statutory federal 
income tax rate primarily due to net tax savings associated 
with the Company's foreign operations. 

Liquidity and Capital Resources

As of June 30, 1997, the Company had cash, cash equivalents 
and short-term investments of $117.9 million, total assets of 
$1,028.1 million and total long-term debt, including the 
current portion, of $178.8 million.  The Company's cash 
generated by operating activities was $165.3 million for the 
nine months ended June 30, 1997, compared to $162.1 million 
for the nine months ended June 30, 1996.

The Company's business is highly capital intensive.  During 
the nine months ended June 30, 1997, the Company incurred 
capital expenditures of approximately $192.6 million, 
compared to $218.1 million for the nine months ended June 
30, 1996.  Capital expenditures have been made primarily to 
expand production capacity in Thailand and Malaysia, to 
expand wafer production in the United States and Japan, and 
to support new manufacturing processes and new technologies 
such as MR.  The Company plans total

                   READ-RITE CORPORATION

Item 2.  Management's Discussion and Analysis of Financial 
Condition and Results of Operations (Continued)

Liquidity and Capital Resources (continued)

capital expenditures of approximately $300 million in fiscal 
1997; however, to the extent yields for the Company's 
products are lower than expected, demand for such products 
exceeds Company expectations, or the Company's 
manufacturing process needs change significantly, such 
expenditures may increase.  As of June 30, 1997, total 
commitments for construction or purchase of plant and 
equipment totaled approximately $127.8 million.

The Company believes that its current level of liquid assets, 
credit facilities, and cash expected to be generated from 
operations will be sufficient to fund its operations for the next 
12 months.  However, if industry conditions become 
unfavorable, the Company does not consistently achieve 
timely customer qualifications on new product programs, or 
the Company is unsuccessful at ramping up volume 
production on new products at acceptable yields, the 
Company's working capital and other capital needs will 
increase.  Conversely, if industry demand increases 
significantly such that the Company's capital requirements 
exceed management's current estimates, the Company may 
again need to raise additional capital. 

On March 28, 1997, the Company filed an omnibus shelf 
registration statement on Form S-3 (the "Registration 
Statement") with the Securities and Exchange Commission.   
The Registration Statement, which became effective August 7, 
1997, is intended to provide the Company flexibility to raise up 
to $350 million from offerings of debt securities, common stock 
or a combination thereof, subject to market conditions and the 
Company's capital needs.  Net proceeds from any offering 
would be intended to be used for general corporate purposes, 
including capital expenditures, and to meet working capital 
needs.

The Company has never paid cash dividends on its capital 
stock.  The Company currently intends to retain any earnings 
for use in its business and does not anticipate paying cash 
dividends in the foreseeable future.  Certain of the Company's 
credit facilities currently prohibit the payment of cash 
dividends.

Certain Additional Business Risks

The Company's business, financial condition and operating 
results can be impacted by a number of factors, including but 
not limited to those set forth below, any one of which could 
cause the Company's actual results to vary materially from 
recent results or from the Company's anticipated future 
results.

The Company is a component supplier dependent upon a 
limited number of customers in a volatile industry 
characterized by rapid technological change, short product life 
cycles, intense competition and steady price erosion.  In 
addition, as demonstrated during the second half of 1996 
when significant orders were canceled and/or rescheduled by 
certain customers with little or no advance warning, demand 
for the Company's products is highly variable and thus 
difficult to predict accurately.  This variability was previously 
demonstrated by the strong demand in the first half of fiscal 
1993 and the significant industry contraction in the latter half 
of fiscal 1993.  In both cases, these demand variations 
materially and adversely affected the Company's business, 
financial condition and results of operations.

For the nine months ended June 30, 1997, the Company 
produced HGAs in volume for 6 customers, HSAs in volume 
for 4 customers and tape drive products in volume for 4 
customers.  Given the small number of high performance disk 
drive and tape manufacturers who require an independent 
source of HGA, HSA or tape head supply, the Company 
expects its dependence on a limited number of customers to 
continue.  As

                   READ-RITE CORPORATION

Item 2.  Management's Discussion and Analysis of Financial 
Condition and Results of Operations (Continued)

Certain Additional Business Risks (continued) 

demonstrated by the significant reduction in the level of the 
Company's business late in fiscal 1996 and in the second half 
of fiscal 1993, the loss of any customer, or a significant 
decrease in orders from one or more customers, may have a 
material adverse effect on the Company's business, financial 
condition and results of operations.

Given the Company's dependence upon a limited number of 
customers, acquisitions and consolidations affecting such 
customers could also have a material adverse effect on the 
Company's business, financial condition and operating results.  
For example, Seagate, a competitor of the Company,  acquired 
the tape head operations of Applied Magnetics Corporation 
("AMC") in fiscal 1995, completed the acquisition of Conner 
Peripherals, Inc., then a major customer of the Company in 
fiscal 1996, and completed the acquisition of Quinta, the 
Company's sole customer for its magneto-optical head 
development effort, in August 1997.  Seagate has significant 
internal disk and tape head manufacturing capacity and does 
not presently account for a material percentage of the 
Company's net sales.  Further, in fiscal 1996, Singapore 
Technologies acquired the disk drive operations of Micropolis 
Corporation ("Micropolis"), while Hyundai completed its 
acquisition of Maxtor Corporation ("Maxtor"). While the 
Company believes it will remain a supplier to both Micropolis 
and Maxtor notwithstanding these changes in ownership, there 
can be no assurance that these customers will continue 
purchasing a significant quantity of their respective head 
requirements from the Company.

Vertical integration by the Company's customers, through 
which a customer acquires or increases internal HGA or HSA 
production capability, could also materially and adversely 
affect the Company's business, financial condition and results 
of operations.  In 1994, Quantum Corporation ("Quantum"), a 
principal customer of the Company with no previous magnetic 
recording head capacity, acquired Digital Equipment 
Corporation's ("DEC") recording head and disk drive 
operations and tape drive operations. In May 1997, Quantum 
further announced the formation of a joint venture with its 
primary manufacturing partner in Japan, Matsushita-Kotobuki 
Electronics Industries Ltd. ("MKE") to manufacture MR 
recording heads for rigid disk drives.   According to the 
announcement, this new venture will take over Quantum's 
existing recording head operations and will be owned 51 
percent by MKE.  While Quantum's original acquisition of 
DEC's recording head operations has not had a material 
adverse effect on the Company's thin film head operations to 
date, and Quantum has stated its intention to continue 
purchasing the majority of its HGA requirements from 
merchant suppliers, the Company cannot predict the effect the 
formation of a Quantum/MKE recording head joint venture 
will have on the Company's business with Quantum.  
Accordingly, there can be no assurance that Quantum will 
continue to purchase a significant portion of its head 
requirements from the Company. Other acquisitions or 
significant transactions by the Company's customers leading 
to further  consolidation or vertical integration could also 
materially and adversely affect the Company's business, 
financial condition and results of operations.

Currently, the Company's revenues are principally derived 
from thin film inductive and MR products, which require 
substantial investments in product development and 
manufacturing equipment and facilities to effectively extend 
the performance of these products to compete with new 
products supporting higher areal densities.  To maintain its 
market position, the Company must continually and timely 
improve its wafer fabrication, slider fabrication, HGA and 
HSA technologies and facilities to meet industry demands, at 
competitive costs.  As the Company's customers continue to 
move towards fewer, larger programs, and as competition for 
this increasingly limited number of large volume programs 
continues to increase, the failure by the Company to execute 
on technologies necessary to consistently obtain qualification 
on any of such volume programs will have a material adverse 
effect on the Company's business, financial condition and 
results of operations.

                   READ-RITE CORPORATION

Item 2.  Management's Discussion and Analysis of Financial 
Condition and Results of Operations (Continued)

Certain Additional Business Risks (continued) 

For example, in the second quarter of fiscal 1996, the 
Company learned that to participate in certain key customer 
programs, Company products would have to incorporate a 
technical feature which the Company called "undershoot 
reduction."  Though the Company began development of 
necessary processes for undershoot reduction in the second 
quarter of fiscal 1996 and successfully reached volume 
production in the fourth quarter of fiscal 1996, the significant 
start-up costs and delays in new product introductions 
materially and adversely impacted both the Company's 
revenues and gross margins for the second half of fiscal 1996.

The disk drive industry is intensely competitive.  Japanese 
competitors such as TDK/SAE and Yamaha have been 
aggressively competing for business in the United States and 
in Japan, targeting the MR marketplace in particular; the 
Company's primary domestic competitors are AMC, IBM, 
Seagate and Quantum.  IBM, Seagate, Quantum and other 
disk drive manufacturers with "captive" or internal recording 
head manufacturing capability, such as NEC and Fujitsu, 
generally have significantly greater financial, technical and 
marketing resources than the Company, and have made or 
may make their products available in the merchant market.  In 
recent years, Seagate has been the Company's primary 
competitor among captive head manufacturers. However, IBM  
has made a series of announcements regarding its plans to 
make substantial investments to expand its disk drive and disk 
drive components business by selling to original equipment 
manufacturers ("OEM") starting in 1997.  The Company's 
competitive position could be materially and adversely 
affected if one or more of these competitors is successful in 
marketing advanced MR products in the merchant market at 
competitive pricing.  

In its HSA business, the Company must compete against 
certain of its customers' internal HSA capacity, as well as 
against other merchant HSA manufacturers.  The HSA 
business is less capital intensive than the thin film HGA 
business, thus making entry into the HSA manufacturing 
business easier than entry into the thin film HGA business.  
Accordingly, there can be no assurance that the Company will 
be able to compete successfully with its customers' own HSA 
capacity, or with existing or new HSA manufacturers.  

Finally, new technologies, including extensions of existing 
thin film head technology such as contact,  near-contact, pico, 
spin valve, or giant MR heads, which the Company is 
currently developing, may compete in the future with the 
Company's current head technologies and may support areal 
density capabilities significantly greater than those of the 
Company's thin film inductive and MR heads now in 
commercial production.  Additionally, other manufacturers 
may already have or may develop, more advanced MR 
technology or MR production capability than the Company.  
Also, certain companies are developing alternative data 
storage technologies, such as solid-state (flash or ferroelectric) 
memory, optical disk drives or extensions of MIG 
technologies, which do not utilize the Company's products.  
The Company's competitive position may be materially and 
adversely affected if a competitor precedes the Company in 
the successful introduction of improved or new technologies 
or products.  

As indicated above, technology changes rapidly in the 
Company's industry.  These rapid changes require the 
Company both to address obsolescence of old technologies 
and to anticipate new technologies.  Failure to smoothly 
transition from old technologies or to anticipate and execute 
on new technologies can have a material adverse effect on the 
Company's business, financial condition and results of 
operations.  For example, due to the ever-increasing 
performance requirements for recording heads, all of the 
customer programs using the Company's MIG products 
reached end-of-life during the third quarter of fiscal 1996.

                   READ-RITE CORPORATION

Item 2.  Management's Discussion and Analysis of Financial 
Condition and Results of Operations (Continued)

Certain Additional Business Risks (continued) 

Though MIG products accounted for approximately $174 
million, or 18% of the Company's sales for fiscal 1996, the 
Company's MIG revenues for fiscal 1997 will be negligible, 
and the Company is no longer pursuing design-ins with this 
technology.  The rapid and unexpected decline in MIG sales 
in the fourth quarter of fiscal 1996 (from approximately $65 
million in the first quarter, $56 million in the second quarter, 
$48 million  in  the third quarter, to $5 million in the fourth 
quarter), coupled with the timing of certain new product 
introductions in the Company's thin film business and 
reductions in certain customer programs in the disk drive 
industry during the third and fourth quarters, made it difficult 
for the Company to transition its MIG facilities as planned to 
the production of more advanced inductive or MR products.  
As a result, during the fourth quarter of fiscal 1996, the 
Company reduced its workforce in the Philippines by 
approximately 5,000 employees, and incurred significant 
charges for related severance costs, equipment and inventory 
write-offs and facility-related charges.  Additionally, in March 
1996, the Company acquired a nonexclusive license to the 
intellectual property of Censtor Corporation, including planar 
technology, with a goal of combining that technology with the 
Company's own inductive technologies and manufacturing 
processes to extend recording areal densities for inductive 
heads beyond conventional advanced thin film inductive 
designs. However, due to delays in ramping production and to 
the accelerating shift towards MR, in the latter half of 
February 1997 the Company decided to discontinue planar 
product development for hard disk drive applications and 
instead to investigate potential uses of this technology in other 
development applications.  The impact on the Company's 
business, financial condition, and  results of operations from 
this decision was not material.

The Company's business is highly capital intensive.  To 
maintain its market position, the Company must  anticipate 
demand for its products and the path of new technologies so 
that production capacity, both in terms of amount and the 
proper technologies, will be in place to meet customers' 
needs.  Accurate capacity planning is complicated by the pace 
of technological change, unpredictable demand variations, the 
effects of variable manufacturing yields, and the fact that most 
of the Company's plant and equipment expenditures have long 
lead times, thus requiring major commitments well in advance 
of actual requirements.  The Company's underestimation or 
overestimation of its capacity requirements, or failure to 
successfully and timely put in place the proper technologies, 
would have a material adverse effect on the Company's 
business, financial condition and results of operations.  

The Company has made substantial capital expenditures and 
installed significant production capacity to support new 
technologies and increased demand for its products.  The 
Company made capital expenditures in fiscal 1996 of 
approximately $265.8 million, compared to approximately 
$185.1 million for fiscal 1995, and plans to expend 
approximately $300 million in fiscal 1997.   There can be no 
assurance that the Company's net sales will increase 
sufficiently to absorb such additional costs, and that there will 
not be periods, such as in fiscal 1996 and in the latter half of 
fiscal 1993, when net sales declined quarter to quarter.  See 
"Management's Discussion and Analysis of Financial 
Condition and Results of Operations - Liquidity and Capital 
Resources" above.  

The Company's production process is also labor intensive.  As 
a result, the Company conducts substantially all of its HGA 
machining, assembly and test operations, HSA assembly and 
tape head assembly operations offshore, and is thus subject to 
the many risks associated with contracting with foreign 
vendors and suppliers and with the ownership and operation 
of foreign manufacturing facilities, including obtaining 
requisite governmental permits and approvals, currency 
exchange fluctuations and restrictions, variable or higher tax 
rates, expiration of tax holidays, political instability, changes 
in government policies relating to foreign investment and 
operations, cultural issues, labor problems, trade restrictions, 
transportation delays and interruptions, and changes in tariff 
and freight rates.  The Company has from 

                   READ-RITE CORPORATION

Item 2.  Management's Discussion and Analysis of Financial 
Condition and Results of Operations (Continued)

Certain Additional Business Risks (continued) 

time to time experienced labor organization activities at 
certain of its foreign operations, most recently in the first 
quarter of fiscal 1997, but none of the Company's employees 
are currently represented by a union.  There can be no 
assurance, however, that the Company will continue to be 
successful in avoiding work stoppages or other labor issues in 
the future. 

The Company's manufacturing processes involve numerous 
complex steps.  Minor deviations can cause substantial yield 
loss, and in some cases, cause production to be suspended.  
Yields for new products initially tend to be low as the 
Company completes product development and commences 
volume manufacturing, and thereafter typically increase as the 
Company ramps to full production.  The Company's forward 
product pricing reflects this assumption of improving yields; 
as a result, material variances between projected and actual 
yields have a direct effect on the Company's gross margins 
and profitability.  The difficulty of forecasting yields 
accurately and maintaining cost competitiveness through 
improving yields will continue to be magnified by ever-
increasing process complexity, and by the compression of 
product life cycles which requires the Company to bring new 
products on line faster and for shorter periods while 
maintaining acceptable yields and quality, without, in many 
cases, reaching the longer-term, high volume manufacturing 
conducive to higher yields and declining costs.

As a high technology company in a narrowly defined industry, 
the Company is often dependent upon a limited number of 
suppliers and subcontractors, and in some cases on single 
sources, for critical components or supplies.  Limitation on or 
interruption of the supply of certain components  or supplies 
can materially and adversely affect the Company's production 
and results of operations.  The Company has limited 
alternative sources of certain key materials such as wafer 
substrates, photoresist, wires and suspensions, and frequently 
must rely on a single equipment supplier for a given 
equipment type due to lack of viable alternatives or to insure 
process consistency.  Accordingly, capacity constraints or 
production failures at, or restricted allocations by, the 
Company's suppliers could have a material adverse effect on 
the Company's own production, and its business, financial 
condition and results of operations.

The Company manufactures custom products for a limited 
number of customers.  Because its products are custom, the 
Company typically cannot shift raw materials, work-in-
process or finished goods from customer to customer, or from 
one product program to another for a particular customer.  
However, to enable its customers to get their products to 
market quickly and to address its customers' demand 
requirements, the Company must invest substantial resources 
and make significant materials commitments, often before 
obtaining formal customer qualifications and generally before 
the market prospects for its customers' products are clear.  
Moreover, given the rapid pace of technological advancement 
in the disk drive industry, the disk drive products which do 
succeed have unpredictable, and typically very short, life 
cycles.  Finally, in response to rapidly shifting business 
conditions, the Company's customers have generally sought to 
limit their purchase order commitments to the Company, and 
certain customers have on occasion canceled or materially 
modified outstanding purchase orders with the Company 
without significant penalties.  For example, the Company 
experienced significant cancellations of orders during the third 
quarter of fiscal 1996 and during the third quarter of fiscal 
1993, and as a result, its operating results were materially and 
adversely affected.

As a result of the above factors, the Company's inventory is 
subject to substantial risk.  To address these risks, the 
Company monitors its inventories and provides inventory 
write-downs intended to cover inventory risks.  However, 
given the Company's dependence on a few customers and a 
limited number of


                   READ-RITE CORPORATION

Item 2.  Management's Discussion and Analysis of Financial 
Condition and Results of Operations (Continued)

Certain Additional Business Risks (continued) 

product programs for each customer, the magnitude of the 
commitments the Company must make to support its 
customers' programs and the Company's limited remedies in 
the event of program cancellations, if a customer cancels or 
materially reduces one or more product programs, or should a 
customer experience financial difficulties, the Company may 
be required to take significant inventory charges which, in 
turn, could materially and adversely affect the Company's 
business, financial condition and results of operations.  While 
the Company has taken certain charges and provided 
inventory reserves to address known issues, there can be no 
assurance that the Company will not be required to take 
additional inventory write-downs due to the Company's 
inability to obtain necessary product qualifications or due to 
further order cancellations by customers.

The Company has experienced substantial fluctuations in its 
quarterly and annual operating results in the past, and the 
Company's future operating results could vary substantially 
from quarter to quarter.  The Company's operating results for 
a particular quarter or longer periods can be materially and 
adversely affected by numerous factors, such as delayed 
product introductions, capacity constraints on certain 
technologies, low product yields, increased material costs or 
material or equipment unavailability, disruptions in foreign 
operations, decreased demand for or decreased average selling 
prices of the Company's products, increased competition 
leading to a failure by the Company to obtain "design-in wins" 
on one or more customer programs, changes in product mix, 
increased operating costs associated with the ramp-up of 
production as capacity is added or under-utilization of 
capacity if demand is less than anticipated.  The Company's 
sales are generally made pursuant to individual purchase 
orders which may be changed or canceled by customers on 
short notice, often without material penalties.  Changes or 
cancellations of product orders could result in under-
utilization of production capacity and inventory write-offs.  
For example, in the second half of fiscal 1996, and in calendar 
1993, the Company experienced delays and cancellation of 
orders, reduced average selling prices, inventory write-offs, 
increased unit costs due to under-utilization of production 
capacity, and, as a consequence of the foregoing, significantly 
reduced revenues and gross margins, generating operating 
losses.  The Company expects periodic fluctuations will occur 
in the future.

The trading price of the Company's common stock has been 
and is expected to continue to be subject to wide fluctuations 
in response to quarter-to-quarter variations in operating 
results, announcements of technological innovations or new 
products by the Company or its competitors, general 
conditions in the disk drive and computer industries, changes 
in earnings estimates or recommendations by securities 
analysts, and other events or factors.  In addition, stock 
markets have experienced extreme price volatility in recent 
years.  This volatility has had a substantial effect on the 
market price of securities issued by many high technology 
companies, in many cases for reasons unrelated to the 
operating performance of the specific companies, and the 
Company's common stock has experienced volatility not 
necessarily related to announcements of Company 
performance.  Broad market fluctuations may adversely affect 
the market price of the Company's common stock.



                   READ-RITE CORPORATION

PART II.  OTHER INFORMATION 

Item 1.  Legal Proceedings

On December 11, 1996, a purported class action complaint was 
filed in the Superior Court of the State of California, Santa Clara 
County, by Joan D. Ferrari and Mark S. Goldman against the 
Company and certain of its officers and directors (the "Ferrari 
State Action").  The Ferrari State Action complaint alleges that 
during the period of April 19, 1995 - January 22, 1996, 
defendants made false and misleading statements and 
suppressed material information concerning the Company, in 
violation of the California Corporations Law, the California 
Civil Code (those section's prohibiting fraud), and the 
California Business and Professions Code.  A subsequent 
demurrer by the Company was sustained in part and denied in 
part, as a result of which the allegations under the California 
Civil Code and the California Business and Professions Code, 
and certain defendants, were excluded.  The plaintiffs in the 
Ferrari State Action seek damages of an unspecified amount.  

On January 17, 1997, a purported class action complaint was 
filed in the United States District Court for the Northern District 
of California by Ferrari and Goldman against the Company and 
certain of its officers and directors (the "Ferrari Federal 
Action").  The Ferrari Federal Action contains virtually identical 
factual allegations as the Ferrari State Action, and alleges 
violations of Sections 10(b) and 20(a) of the Securities 
Exchange Act of 1934 and SEC Rule 10b-5.  The plaintiffs in 
the Ferrari Federal Action also seek damages of an unspecified 
amount.  

On January 21, 1997, a purported class action complaint was 
filed in the United States District Court for the Northern District 
of California by Edward McDaid against the Company and 
certain of its officers and directors (the "McDaid Federal 
Action").  The McDaid Federal Action contains essentially the 
same factual allegations as the Ferrari State Action, but concerns 
a purported class period of July 19, 1995 - June 19, 1996, and 
alleges violation of Sections 10(b) and 20(a) of the Securities 
Exchange Act of 1934 and SEC Rule 10b-5.  The plaintiffs in 
the McDaid  Federal Action also seek damages of an 
unspecified amount.  

On May 17, 1997, the United States District Court for 
Northern California granted the Company's request that the 
Ferrari Federal Action and McDaid Federal Action be 
consolidated.  The resulting action "In re Read-Rite 
Corporation Securities Litigation," covers the time period 
from July 19, 1995 to June 19, 1996, and combines and 
reasserts those claims previously set forth in the Ferrari and 
McDaid Federal Actions.

On May 19, 1997, a purported class action complaint was 
filed in the United States District Court for Northern 
California by James C. Nevius and William Molair against the 
Company and certain of its officers and directors (the "Nevius 
Federal Action").  The Nevius Federal Action asserts virtually 
the same factual allegations as the McDaid Federal Action, 
alleges violations of Sections 10(b) and 20(a) of the Securities 
Exchange Act of 1934 and SEC Rule 10b-5, but concerns a 
purported class period of March 2, 1996 through June 19, 
1996, inclusive.  The plaintiffs in the Nevius Federal Action 
seek damages in an unspecified amount.

On June 6, 1997, plaintiffs in the McDaid Federal Action 
moved to dismiss their complaint.  On June 23, 1997, 
defendants moved to consolidate the Nevius Federal Action 
with In re Read-Rite Corporation Securities Litigation.  On July 
18, 1997, the named plaintiffs in the Nevius Federal Action 
moved to be appointed lead plaintiffs and to have their counsel 
appointed lead counsel.  These three motions are expected to be 
heard in the United States District Court for the Northern 
District of California in late October or early November 1997.

The Company believes that the Company and the individual 
defendants have meritorious defenses in the above-described 
actions.  Accordingly, both on its own behalf and pursuant to 
indemnification agreements between the Company and the 
named individual defendants, the Company intends to continue 
to defend each of these actions vigorously.  Failure by the 
Company to obtain a favorable resolution of the claims set forth 
in 

                   READ-RITE CORPORATION

PART II.  OTHER INFORMATION 

Item 1.  Legal Proceedings (continued)

any of these actions could have a material adverse effect on the 
Company's business, results of operations and financial 
condition.  Currently, the amount of such material adverse effect 
can not be reasonably estimated.

Except as so noted, the Company is not a party, nor is its 
property subject, to any material pending legal proceedings 
other than ordinary routine litigation incidental to the 
Company's business.  The Company does not believe such 
routine litigation, taken individually or in the aggregate, will 
have a material adverse effect on the Company's business, 
financial condition or results of operations.  


                   READ-RITE CORPORATION

PART II.  OTHER INFORMATION (continued)

Item 6.  Exhibits and Reports on Form 8-K

(a)     Exhibits

        Exhibit Number  Description

        10.5            Employee Stock Purchase Plan (as        
                        amended and restated July 22, 1997)

        10.41           1995 Stock Option Plan (as amended
                        July 22, 1997)

        10.53           License Agreement, dated as of                      
                        January 1, 1997, between the Company
                        and IBM (confidential treatment requested)

        11.1            Statement Regarding Computation      
                        of Earnings Per Share

        27              Financial Data Schedule (electronic      
                        filing only)



(b)     Reports on Form 8-K

        No Reports on Form 8-K were filed during the 
        quarter ended June 30, 1997.



                   READ-RITE CORPORATION

                         SIGNATURE

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













Date:  August 12, 1997          /s/  John T. Kurtzweil  
                                     John T. Kurtzweil
                                     Vice President, Finance and 
                                     Chief Financial Officer



                   READ-RITE CORPORATION

INDEX OF EXHIBITS


        Exhibit Number  Description

        10.5            Employee Stock Purchase Plan (as        
                        amended and restated July 22, 1997)

        10.41           1995 Stock Option Plan (as amended
                        July 22, 1997)

        10.53           License Agreement, dated as of
                        January 1, 1997, between the Company
                        and IBM (confidential treatment requested)

        11.1            Statement Regarding Computation
                        of Earnings Per Share

        27              Financial Data Schedule (electronic
                        filing only)

<PAGE>