SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BUKATY RAYMOND M

(Last)

(First)

(Middle)

C/O WESTERN DIGITAL CORPORATION

20511 LAKE FOREST DRIVE

(Street)

LAKE FOREST

92630-7741

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WESTERN DIGITAL CORP [ WDC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr VP, Admin, Gen Cnsl & Secty

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/01/2005		M		35,000	A	$2.1	262,291⁽¹⁾	D
Common Stock	06/01/2005		M		45,000	A	$6.23	307,291	D
Common Stock	06/01/2005		S		60,800	D	$15	246,491	D
Common Stock	06/01/2005		S		3,600	D	$15.01	242,891	D
Common Stock	06/01/2005		S		7,200	D	$15.02	235,691	D
Common Stock	06/01/2005		S		3,400	D	$15.03	232,291	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$2.1	06/01/2005		M			35,000	09/26/2002⁽²⁾	09/26/2011	Common Stock	35,000	$0	5,000	D
Employee Stock Option (right to buy)	$6.23	06/01/2005		M			45,000	09/28/2002⁽³⁾	03/28/2012	Common Stock	45,000	$0	25,000	D

Explanation of Responses:

1. Includes 2,562 shares acquired under the issuer's Employee Stock Purchase Plan on January 31, 2005.

2. The option vested 25% one year from the grant date of 9/26/2001, and an additional 6.25% vested each three-month period through 3/26/2005. The remaining shares subject to the option will vest at 6.25% each three-month period until fully vested on 9/26/2005.

3. The option vested 25% 6 months from the grant date of March 28, 2002, and the remaining 75% vested in three equal installments on March 28, 2003, 2004 and 2005.

	By: /s/ Sandra Garcia Attorney-in-Fact For: Raymond M. Bukaty	06/03/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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