8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 24, 2004

SanDisk Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-26734	77-0191793
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

140 Caspian Court, Sunnyvale, California 94089

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (408) 542-0500

N/A

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	ITEM 5. OTHER EVENTS
	ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

ITEM 5. OTHER EVENTS

     On May 24, 2004, SanDisk Corporation (the “Registrant”) issued a press release announcing the appointment of Ms. Catherine P. Lego to its Board of Directors and as the Chairperson of the Audit Committee. The press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     (c) Exhibits

Exhibit
Number	Description of Document
99.1	Press Release of SanDisk Corporation dated May 24, 2004 announcing the appointment of Ms. Catherine P. Lego to its Board of Directors and as the Chairperson of the Audit Committee.

SIGNATURES

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

Date: May 25, 2004

SanDisk Corporation
By:	/s/ MICHAEL GRAY
	Name:	Michael Gray
	Title:	Chief Financial Officer and Senior Vice President, Finance and Administration (Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit
Number	Description of Document
99.1	Press Release of SanDisk Corporation dated May 24, 2004 announcing the appointment of Ms. Catherine P. Lego to its Board of Directors and as the Chairperson of the Audit Committee.

EX-99.1

                                                                    Exhibit 99.1


CONTACT: Bob Goligoski
         (408) 542-0463
         bgoligoski@sandisk.com


                CATHERINE LEGO REJOINS SANDISK BOARD OF DIRECTORS
                  EXPERIENCED SILICON VALLEY VENTURE CAPITALIST

     SUNNYVALE, CALIF., MAY 24, 2004 - SanDisk Corporation (NASDAQ:SNDK) today
announced that Catherine P. Lego has rejoined SanDisk's Board of Directors. Ms.
Lego was appointed by the Board during its regularly scheduled meeting, when she
was also appointed Chairperson of the Audit Committee, filling an existing
vacancy.

     "Cathy's exceptional financial skills and business experience in the
semiconductor and high tech industries, and her deep understanding of our
strategy and the stringent requirements on board audit committees of public
companies, will complement the strengths of our other directors," said Eli
Harari, SanDisk's president and chief executive officer. "Cathy initially joined
our Board in 1989 as a General Partner of Oak Investment Partners at a time when
SanDisk -- SunDisk then -- was just a business plan. Her clear, strategic
thinking and high integrity and values helped guide us through our first 13
years of growth. We are delighted to have her back."

     Ms. Lego has served on the following public company boards: ETEC
Corporation (ETEC) from its merger with Atec in 1991 through December 1997;
Uniphase Corporation, from 1994 until 1999, when it merged with JDS-Fitel; Zitel
Corporation (ZITL) from 1995 to 2000; and Micro Linear Corporation. She is
currently General Partner of The Photonics Fund, an early stage venture fund
focused on investing in components, modules and systems companies for the fiber
optics telecommunications market. She received a B.A. from Williams College and
an M.S. in Accounting from the New York University Graduate School of Business.
She is a certified public accountant.

     SanDisk Corporation, the world's largest supplier of flash memory data
storage card products, designs, manufactures and markets industry-standard,
solid-state data, digital imaging and audio storage products using its patented,
high-density flash memory and controller technology. SanDisk is based in
Sunnyvale, CA.


     SanDisk's Web site/home page address: HTTP://WWW.SANDISK.COM

     All trade names are either registered trademarks or trademarks of their
respective holders.