<PAGE>   1
                                  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 MARCH 31, 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, $.0001 PAR VALUE                        47,334,358 SHARES
               (Class)                           (Outstanding at March 31, 1997)



<PAGE>   2


                              READ-RITE CORPORATION

                                      INDEX
<TABLE>
<CAPTION>
                                                                                           Page No.
                                                                                           --------
<S>      <C>                                                                                   <C>
PART I - FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Consolidated Condensed Balance Sheets-
                    March 31, 1997 and September 30, 1996                                       3

                  Consolidated Condensed Statements of Operations-
                    Three and Six Months Ended March  31, 1997 and 1996                         4

                  Consolidated Condensed Statements of Cash Flow-
                    Three and Six  Months Ended March  31, 1997 and 1996                        5

                  Notes to Consolidated Condensed Financial Statements                          6

         Item 2.  Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                                         9

PART II- OTHER INFORMATION

         Item 4.  Submission of Matters to a Vote of Stockholders                              20

         Item 6.  Exhibits and Reports on Form 8-K                                             21

SIGNATURE                                                                                      22

INDEX OF EXHIBITS                                                                              23
</TABLE>










                                       2
<PAGE>   3
PART I. FINANCIAL STATEMENTS

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



<TABLE>
<CAPTION>
                                                         MARCH  31,   SEPTEMBER 30,
                                                            1997          1996
                                                         ----------   ------------
                                                         (UNAUDITED)
<S>                                                       <C>           <C>     
ASSETS
  Current assets:
    Cash and cash equivalents                             $ 94,885      $ 82,291
    Short-term investments                                  31,227        65,655
    Accounts receivable, net                               127,198        90,142
    Inventories                                             67,115        58,005
    Prepaid expenses and other current assets               13,052        13,962
                                                          --------      --------
      Total current assets                                 333,477       310,055
  Property, plant and equipment, at cost                   937,902       834,852
  Less:  Accumulated depreciation and amortization         334,184       267,558
                                                          --------      --------
      Net property, plant and equipment                    603,718       567,294
  Intangible and other assets                               29,493        31,323
                                                          --------      --------
        TOTAL ASSETS                                      $966,688      $908,672
                                                          ========      ========

LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
   Accounts payable                                       $108,402      $ 88,434
   Accrued compensation and benefits                        34,505        27,099
   Income taxes payable                                     26,126        27,754
   Other accrued liabilities                                40,366        37,196
    Current portion of long-term debt and
     capital lease obligations                              15,554        15,613
                                                          --------      --------
      Total current liabilities                            224,953       196,096
  Long-term debt and capital lease obligations             166,096       172,037
  Deferred income taxes and other                           16,199        15,458
                                                          --------      --------
      TOTAL LIABILITIES                                    407,248       383,591
                                                          --------      --------
  Minority interest in consolidated subsidiary              71,165        71,282
                                                          --------      --------
  Commitments and contingencies
Stockholders' equity:
    Series A Participating Preferred 
     Stock, $0.0001 par value                                   --            --
    Common stock, $.0001 par value                               5             5
    Additional paid-in capital                             343,328       336,113
    Retained earnings                                      144,317       114,979
    Cumulative translation adjustment                          625         2,702
                                                          --------      --------
      TOTAL STOCKHOLDERS' EQUITY                           488,275       453,799
                                                          --------      --------
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $966,688      $908,672
                                                          ========      ========
</TABLE>





   SEE ACCOMPANYING NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.




                                       3
<PAGE>   4
                              READ-RITE CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED           SIX MONTHS ENDED
                                                     MARCH  31,                  MARCH  31,
                                              ----------------------      ----------------------
                                                1997          1996          1997          1996
                                              --------      --------      --------      --------
                                                    (UNAUDITED)                 (UNAUDITED)
<S>                                           <C>           <C>           <C>           <C>     
Net sales                                     $282,068      $258,219      $533,656      $557,430
Cost of sales                                  219,688       215,510       435,462       431,319
                                              --------      --------      --------      --------
Gross margin                                    62,380        42,709        98,194       126,111
Operating expenses:
   Research and development                     15,691        18,024        30,629        26,180
   Selling, general and administrative          10,370        10,805        21,123        22,314
                                              --------      --------      --------      --------
      Total operating expenses                  26,061        28,829        51,752        48,494
                                              --------      --------      --------      --------
Operating income                                36,319        13,880        46,442        77,617
Interest expense                                 3,434         2,970         7,062         6,093
Interest income and other, net                   2,885         3,124         4,998         5,569
                                              --------      --------      --------      --------
Income before provision for income taxes
   and minority interest                        35,770        14,034        44,378        77,093
Provision for income taxes                       8,428         8,136        11,096        23,900
                                              --------      --------      --------      --------
Income before minority interest                 27,342         5,898        33,282        53,193
Minority interest in net income of
   consolidated subsidiary                       3,787         4,611         3,940         9,335
                                              --------      --------      --------      --------
NET INCOME                                    $ 23,555      $  1,287      $ 29,342      $ 43,858
                                              ========      ========      ========      ========
NET INCOME PER SHARE                          $   0.48      $   0.03      $   0.61      $   0.91
                                              ========      ========      ========      ========
SHARES USED IN PER SHARE CALCULATION            48,816        47,461        48,457        48,025
                                              ========      ========      ========      ========
</TABLE>




   SEE ACCOMPANYING NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.




                                       4
<PAGE>   5
                              READ-RITE CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
                                 (IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                 SIX MONTHS ENDED
                                                                     MARCH 31,
                                                            -------------------------
                                                               1997            1996
                                                            ---------       ---------
                                                                   (UNAUDITED)
<S>                                                         <C>             <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                               $  29,342       $  43,858
   Adjustments required to reconcile net income
     to cash provided by operations:
   Depreciation and amortization                               75,721          44,464
   Minority interest in net income of
     consolidated subsidiary                                    3,940           9,335
   Other, net                                                  (2,887)          2,814
   Changes in assets and liabilities:
     Accounts receivable, net                                 (41,303)         (5,699)
     Inventories                                               (9,846)        (26,283)
     Prepaid expenses and other current assets                    851          (1,244)
     Accounts payable, accrued liabilities and
       income taxes payable                                    31,620          34,794
                                                            ---------       ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES                      87,438         102,039
                                                            ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures, net                                 (114,839)       (125,481)
   Maturities of available-for-sale investments               251,260         611,261
   Purchases of available-for-sale investments               (216,615)       (612,570)
   Other assets and liabilities, net                           (2,291)         (4,154)
                                                            ---------       ---------
NET CASH USED IN INVESTING ACTIVITIES                         (82,485)       (130,944)
                                                            ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments of principal on long-term debt and capital
     lease obligations                                         (6,000)        (14,127)
   Repurchase of common stock                                    --           (43,046)
   Proceeds from issuance of common stock                       6,891           4,348
                                                            ---------       ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES               891         (52,825)
                                                            ---------       ---------
Effect of exchange rate changes on cash                         6,750           8,111
                                                            ---------       ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS           12,594         (73,619)
Cash and cash equivalents at beginning of period               82,291         168,860
                                                            ---------       ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                  $  94,885       $  95,241
                                                            =========       =========

Supplemental disclosures:
   Cash paid during the period for:
     Interest                                               $   7,438       $   5,809
     Income taxes                                           $  10,436       $  28,646
   Other non-cash items:
     Issuances of common stock under 401K plan              $     324       $     589
</TABLE>



   SEE ACCOMPANYING NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.






                                       5
<PAGE>   6
                              READ-RITE CORPORATION
              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)
Note 1.

Read-Rite Corporation (the "Company") maintains a fifty-two/fifty-three week
fiscal year cycle ending on the Sunday closest to September 30. The second
quarters of fiscal 1997 and 1996 ended on March 30, 1997 and March 31, 1996,
respectively. To conform 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 are stated at the lower of cost (determined on a first-in, first-out
basis) or market. Inventories consisted of the following at (in thousands):

<TABLE>
<CAPTION>
                                                March 31,    September 30,
                                                  1997            1996
                                               ---------     -------------
<S>                                             <C>             <C>    
         Raw materials                          $23,489         $13,591
         Work-in-process                         39,965          34,157
         Finished goods                           3,661          10,257
                                                -------         -------
           Total inventories                    $67,115         $58,005
                                                =======         =======
</TABLE>

For a discussion of certain risks associated with the Company's inventories, see
"Certain Additional Business Risks" on pages 13 through 19 below.

Note 3.

The provision for income taxes for the three and six months ended March 31, 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

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 $0.02 for the three months ended
March 31, 1997, and $0.01 and $0.03 for the six months ended March 31, 1997 and
1996, respectively. The impact to primary earnings per share for the three
months ended March 31, 1996 is expected to be less than $0.005.




                                       6
<PAGE>   7
                              READ-RITE CORPORATION
        Notes to Consolidated Condensed Financial Statements (Continued)
                                   (Unaudited)


Note 5

In the first half of fiscal 1997, the Company adopted Financial Accounting
Standards Board Statement Number 121 (FASB 121), Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of. FASB 121
requires the Company to periodically assess whether any events or circumstances
exist that indicate there may be impairment of (i) long-lived assets, (ii)
certain identifiable intangibles, (iii) goodwill related to those assets to be
held and used and (iv) for long-lived assets and certain identifiable
intangibles to be disposed of. To the extent there is any impairment, as
defined and determined in accordance with FASB 121, the Company would be
required to record an impairment loss for such assets. The adoption of FASB 121
did not have a material impact on the Company's financial condition or results
of operation for the three or six month periods ended March 31, 1997.


Note 6

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 pursuant to Rule 415 under the Securities Act of 1933, as amended.
After the Registration Statement has become effective, the Company may from time
to time offer debt securities, which may be either senior or subordinated debt
securities, or shares of its common stock (collectively, "Securities"), which
together have an initial public offering price of up to $350 million. These
Securities may be offered, separately or together, in separate series, in
various amounts, at prices and on terms to be set forth in the prospectus
contained in the Registration Statement, and in one or more supplements to such
prospectus, and may only be offered pursuant thereto. The Registration Statement
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 of Securities would be intended to be used for general corporate
purposes, including capital expenditures, and to meet working capital needs.


Note 7

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 complaint in the Ferrari State
Action alleges that during a purported class 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 prohibiting fraud),
and the California Business and Professions Code. 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.

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




                                       7
<PAGE>   8
                              READ-RITE CORPORATION
        Notes to Consolidated Condensed Financial Statements (Continued)
                                   (Unaudited)

Note 7 (Continued)

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.


Note 8

On March 4, 1997, the Company declared a dividend distribution of one Preferred
Share Purchase Right ("Rights") on each outstanding share of the Company's
common stock. The dividend distribution was made on March 17, 1997 to
shareholders of record on March 17, 1997. The Rights, which expire on March 17,
2007, are represented by and traded with the Company's common stock. Following
such time as the Rights become exercisable, the Rights will separate from the
common stock and trade separately.

Each Right entitles shareholders to purchase one one-thousandth of a share of
the Company's Series A Participating Preferred Stock at an exercise price of
$150. The Rights will become exercisable following the tenth day after a person
or group announces acquisition of 20% or more of the Company's common stock or
announces commencement of a tender offer, the consummation of which would result
in ownership by the person or group of 20% or more of the Company's common
stock. The Company will be entitled to redeem the Rights for $0.001 per Right at
any time on or before the tenth day following acquisition by a person or group
of 20% or more of the Company's common stock. If prior to redemption of the
Rights, a person or group acquires 20% or more of the Company's common stock,
each Right not owned by a holder of 20% or more of the common stock (or an
affiliate of such holder) will entitle the holder to purchase, at the Right's
then current exercise price, that number of shares of common stock of the
Company having a market value at that time of twice the Right's exercise price.









                                       8
<PAGE>   9
                              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 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, and the Company's belief that the Company
and the individual defendants in the Ferrari State Action, the Ferrari Federal
Action and the McDaid Federal Action (collectively, the "Actions") 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 by the Company to execute on advanced inductive or magnetoresistive
("MR") product development; to obtain necessary customer qualifications on new
programs, to timely and cost-effectively introduce those programs into
manufacturing, and 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, 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 such 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"
on pages 13 through 19 below.

Three and Six Months Ended March 31, 1997 Compared with Three and Six Months
Ended March 31, 1996

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

<TABLE>
<CAPTION>
                                             Three Months Ended       Six Months Ended
                                                  March  31,              March  31,
                                              -----------------       -----------------
                                               1997        1996        1997        1996
                                              -----       -----       -----       -----
<S>                                           <C>         <C>         <C>         <C>   
Net sales                                     100.0%      100.0%      100.0%      100.0%
                                              -----       -----       -----       ----- 
Cost of sales                                  77.9        83.5        81.6        77.4
                                              -----       -----       -----       ----- 
Gross margin                                   22.1        16.5        18.4        22.6
                                              -----       -----       -----       ----- 
Operating expenses:
   Research and development                     5.6         6.9         5.7         4.7
   Selling, general and administrative          3.6         4.2         4.0         4.0
                                              -----       -----       -----       ----- 
      Total operating expenses                  9.2        11.1         9.7         8.7
                                              -----       -----       -----       ----- 
Operating income                               12.9         5.4         8.7        13.9
Interest expense                                1.2         1.2         1.3         0.1
Interest income and other, net                  1.0         1.2         0.9         0.0
                                              -----       -----       -----       ----- 
Income before income taxes and
   minority interest                           12.7         5.4         8.3        13.8
Provision for income taxes                      3.0         3.2         2.1         4.3
                                              -----       -----       -----       -----
Income before minority interest                 9.7         2.2         6.2         9.5
Minority interest in net income of
   consolidated subsidiary                      1.3         1.7         0.7         1.6
                                              -----       -----       -----       ----- 
Net income                                      8.4         0.5         5.5         7.9
                                              =====       =====       =====       =====
</TABLE>




                                       9
<PAGE>   10
                              READ-RITE CORPORATION

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

Net Sales

Net sales for the three and six months ended March 31, 1997 were $282.1 million
and $533.7 million, respectively, a 9.3% increase and 4.3% decrease over net
sales of $258.2 million and $557.4 million, respectively, for the comparable
periods in fiscal 1996. The increase in net sales for the current three-month
period over the same period during the previous fiscal year was due to higher
unit sales and higher average selling prices for newer thin film and MR
products, partially offset by end-of-life for metal-in-gap ("MIG") products,
which accounted for a negligible amount of the Company's sales for the three
months ended March 31, 1997 and 21.1% of sales for the three months ended March
31, 1996. The decrease in net sales between the two six-month periods was
primarily attributable to end-of-life for MIG products, which accounted for a
negligible amount of the Company's sales for the six months ended March 31, 1997
and 21.5% of sales for the six months ended March 31, 1996, partially offset by
higher unit sales and higher average selling prices for thin film and MR
products. During the three months and six months ended March 31, 1997, MR
products accounted for approximately 26.7% and 22.4% of the Company's net
sales, respectively.

The Company's sales of head gimbal assemblies ("HGAs") accounted for
approximately 40% of net sales during the quarter ended March 31, 1997, compared
to approximately 59% of net sales for HSAs. Sales of HGAs and HSAs were
approximately 45% and 54%, respectively, of net sales for the quarter ended
March 31, 1996. Sales of HGAs and HSAs were approximately 38% and 61%,
respectively, of net sales for the six months ended March 31, 1997, compared to
approximately 47% and 52%, respectively, of net sales for the six months ended 
March 31, 1996.


Gross Margin

The Company's gross margins are primarily influenced by average selling prices,
the level of revenues 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
fluctuates 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 March 31, 1997 was 22.1%
of net sales, compared to 16.5% of net sales for the three months ended March
31, 1996. The higher gross margin during the current quarter in comparison to
the previous fiscal year quarter is primarily attributable to higher average
selling prices and higher unit volume for newer products, partially offset by
lower yields associated with new programs and a product mix weighted toward
HSAs. The Company's gross margin for the six months ended March 31, 1997 was
18.4% of net sales, compared to 22.6% of net sales for the six months ended
March 31, 1996. The lower gross margin during the current six month period in
comparison to the previous fiscal year six month period is primarily
attributable to the lower level of net sales in relation to fixed costs,
significant start-up costs and lower yields associated with new programs and a
product mix weighted toward HSAs, partially offset by higher average
selling prices for newer products.

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 significantly lower aggregate gross margin on HSA sales
compared to HGA sales.




                                       10
<PAGE>   11
                              READ-RITE CORPORATION

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

Research and Development Expenses

Research and development ("R&D") expenses were $15.7 million, or 5.6% of net
sales, for the three months ended March 31, 1997 compared to $18.0 million, or
6.9% of net sales, for the three months ended March 31, 1996. R&D expenses were
$30.6 million, or 5.7% of net sales, for the six months ended March 31, 1997
compared to $26.2 million, or 4.7% of net sales, for the six months ended March
31, 1996.

R&D expenses for the three and six months ended March 31, 1996 reflected a
charge of $9.0 million due to an investment in planar recording technology.
Excluding this charge from such periods, R&D expenses for the current three- and
six-month periods 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.

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
3.6% of net sales, for the three months ended March 31, 1997 compared to $10.8
million, or 4.2% of net sales, for the three months ended March 31, 1996. SG&A
expenses were $21.1 million, or 4.0% of net sales, for the six months ended
March 31, 1997 compared to $22.3 million, or 4.0% of net sales, for the same six
month period in fiscal 1996.

The absolute dollar decrease in SG&A expenses for the three- and six-month
periods in fiscal 1997 as compared to fiscal 1996 was primarily due to cost
reduction efforts implemented in fiscal 1996. 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 $3.4 million and $7.1 million for the three- and six-month
periods ended March 31, 1997, respectively, and $3.0 million and $6.1 million
for the comparable periods in fiscal 1996. 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.






                                       11
<PAGE>   12
                              READ-RITE CORPORATION

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

Interest Income and Other, Net

Interest income and other, net, was $2.9 million and $5.0 million for the three
and six-month periods ended March 31, 1997, respectively, and $3.1 million and
$5.6 million for the comparable periods in fiscal 1996.

The decrease in interest income and other, net, for the current periods as
compared to the same periods in fiscal 1996 is due to significantly lower
interest income on lower average cash balances, partially offset by foreign
exchange gains related to the Company's joint venture in Japan with Sumitomo
Metal Industries, Ltd. ("Sumitomo").

Provision for Income Taxes

The Company's estimated annual effective tax rate decreased to 25% for the six
months ended March 31, 1997, compared to 31% for the same period in fiscal 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 and six month periods ended March 31, 1997 differ
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 March 31, 1997, the Company had cash, cash equivalents and short-term
investments of $126.1 million, total assets of $966.7 million and total
long-term debt, including the current portion, of $181.7 million. The Company's
cash generated by operating activities was $87.4 million for the six months
ended March 31, 1997, compared to $102.0 million for the same six-month period
during the previous fiscal year.

The Company's business is highly capital intensive. During the six months ended
March 31, 1997, the Company incurred capital expenditures of approximately
$114.8 million, compared to $125.5 million during the same six-month period of
the previous fiscal year. Capital expenditures have primarily been made to
expand production capacity in Thailand and Malaysia, to expand wafer production
in Milpitas, Fremont and Japan, and to support new manufacturing processes and
new technologies, such as MR. The Company plans total capital expenditures of
approximately $300 million in fiscal 1997; however, to the extent yields for the
Company's products are lower than expected, that demand for such products
exceeds Company expectations, or that the Company's manufacturing process needs
change significantly, such expenditures may increase. Conversely, if demand for
the Company's products is lower than expected or if the Company is unable to
obtain adequate financing, planned expenditures may decrease. As of March 31,
1997, total commitments for construction or purchase of plant and equipment
totaled approximately $115.0 million.




                                       12
<PAGE>   13
                              READ-RITE CORPORATION

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

Liquidity and Capital Resources (Continued)

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 year. However, if industry conditions become
unfavorable, or if the Company does not consistently achieve timely customer
qualifications on new product programs, or if 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 has yet to become effective, 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 of Securities would be intended to be used for general corporate
purposes, including capital expenditures, and to meet working capital needs (see
Note 5 to Consolidated Condensed Financial Statements above).

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.

During fiscal 1996, the Company produced HGAs in volume for 6 customers, HSAs in
volume for 4 customers and tape drive products in volume for 3 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
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, would
have a material adverse effect on the Company's business, financial condition
and results of operations.




                                       13
<PAGE>   14
                              READ-RITE CORPORATION

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

Certain Additional Business Risks (continued)

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, and in fiscal 1996
completed the acquisition of Conner Peripherals, Inc. ("Conner"), which was then
a major customer of the Company. 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, while Hyundai
completed its acquisition of 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, 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. 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 head and 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 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.




                                       14
<PAGE>   15
                              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, in 1996 IBM made a series of announcements
regarding its plans to invest $1.32 billion, including investments in its MR
technology, to expand its disk drive and disk drive components business by
selling to original equipment manufacturers ("OEM") starting in 1997. In April
1997, IBM announced that Samsung Electronics had signed an agreement to purchase
MR heads from IBM, becoming IBM's first OEM customer for this technology. The
Company's competitive position could be materially and adversely affected if one
of these competitors is more successful than the Company in marketing its
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 far 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 ("GMR")
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, and 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.




                                       15
<PAGE>   16
                              READ-RITE CORPORATION

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

Certain Additional Business Risks (continued)

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. 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 and $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 decline quarter to quarter.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources" on pages 12 and 13 above.




                                       16
<PAGE>   17
                              READ-RITE CORPORATION

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

Certain Additional Business Risks (continued)

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 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. For example, in April
1997, a single source supplier to the Company of a certain chemical used in the
Company's operations experienced an explosion in their primary U.S. production
facility, thereby disrupting deliveries of the Company's supply of this chemical
for an estimated 12 weeks. While the Company believes it will be able to
continue manufacturing operations uninterrupted through inventory management,
conservation and allocations deliveries from the supplier's own stores and
foreign operations, failure to do so could have a material adverse effect on the
Company's business, financial condition and results of operations.




                                       17
<PAGE>   18
                              READ-RITE CORPORATION

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

Certain Additional Business Risks (continued)

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
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.




                                       18
<PAGE>   19
                              READ-RITE CORPORATION

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

Certain Additional Business Risks (continued)

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.















                                       19
<PAGE>   20
                              READ-RITE CORPORATION




PART II.  OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Stockholders

The Company's 1997 Annual Meeting of Stockholders was held on February 25, 1997
at the Company's Fremont, California manufacturing facility. At the meeting,
47,029,092 shares were entitled to vote and 40,622,363 were present in person
or by proxy.

(a) Election of Directors. Each person elected as a Director will serve until
the next annual meeting of stockholders or until such person's successor is
elected and qualified. The following nominees for Director were elected:

<TABLE>
<CAPTION>
Name of Nominee                        Votes Cast For                 Votes Withheld
---------------                        --------------                 --------------
<S>                                     <C>                              <C>    
Cyril J. Yansouni                       40,458,583                       163,780
Frederic Schwettmann                    40,460,419                       161,944
John G. Linvill                         40,441,337                       181,026
William J. Almon                        40,446,491                       175,872
Michael L. Hackworth                    40,438,965                       183,398
Matthew J. O'Rourke                     40,445,951                       176,412
</TABLE>

(b) Amendment to Employee Stock Purchase Plan. An increase in the number of
shares reserved for issuance under the Company's Employee Stock Purchase Plan by
500,000 shares to 1,500,000 shares was approved by the stockholders with
39,000,726 voting in favor, 537,123 voting against and 1,084,514 representing
abstentions and broker non-votes.

(c) Ratification of Independent Auditors. The ratification and appointment of
Ernst & Young LLP as independent public accountants of the Company for fiscal
1997 was approved by the stockholders with 40,440,153 voting in favor, 53,767
voting against and 128,443 abstaining.




                                       20
<PAGE>   21
                              READ-RITE CORPORATION




PART II.  OTHER INFORMATION (Continued)

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

<TABLE>
<CAPTION>
     Exhibit Number        Description
     --------------        -----------
<S>        <C>             <C>
           10.49*          Severance Plans

           10.50           Fourth and Fifth Amendments to Read-Rite Corporation's 401(k) Plan

           10.51           Amended and Restated License Agreement Between Read-Rite Corporation 
                           and Sumitomo Metal Industries, Ltd.

           10.52           Second Addendum to Joint Venture Agreement between Read-Rite Corporation
                           and Sumitomo Metal Industries, Ltd. 

           11.1            Statement Regarding Computation of Earnings Per Share

           27              Financial Data Schedule (electronic filing only)
</TABLE>

* Indicates a management contract or compensatory plan or arrangement required
to be filed pursuant to Item 14(c).


(b)  Reports on Form 8-K

         No Reports on Form 8-K were filed during the quarter ended March 31,
1997.








                                       21
<PAGE>   22
                              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:  May 12, 1997                                /s/  John T. Kurtzweil
                                                   -----------------------------
                                                     John T. Kurtzweil
                                                     Vice President, Finance and
                                                     Chief Financial Officer




















                                       22
<PAGE>   23
                              READ-RITE CORPORATION

                                INDEX OF EXHIBITS





<TABLE>
<CAPTION>
     EXHIBIT NUMBER        DESCRIPTION                                                                          PAGE NO.
     --------------        -----------                                                                          --------
<S>        <C>             <C>                                                                                  <C>
           10.49           Severance Plans                                                                          24

           10.50           Fourth and Fifth Amendments to Read-Rite Corporation's 401(k) Plan                       38

           10.51           Amended and Restated License Agreement Between Read-Rite Corporation
                           and Sumitomo Metal Industries, Ltd.                                                      44

           10.52           Second Addendum to Joint Venture Agreement between Read-Rite Corporation
                           and Sumitomo Metal Industries, Ltd.                                                      69

           11.1            Statement Regarding Computation of Earnings Per Share                                    70

           27              Financial Data Schedule (electronic filing only)                                         71

           
</TABLE>








                                       23