December 9, 2024

David Goeckeler
Chief Executive Officer
Sandisk Corp.
951 Sandisk Drive
Milpitas, CA 95035

       Re: Sandisk Corp.
           Registration Statement on Form 10-12B
           Filed November 25, 2024
           File No. 001-42420
Dear David Goeckeler:

       We have reviewed your filing and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

         After reviewing your response and any amendment you may file in
response to this
letter, we may have additional comments. Unless we note otherwise, any
references to prior
comments are to comments in our October 29, 2024 letter.

Form 10-12B filed on November 25, 2024
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
Note 1. Spin-off Adjustments, page 87

1.     Please describe further the cash retention bonuses that will be paid in
connection with
       the separation from WDC and revise the disclosures elsewhere in the
filing to include
       a discussion of this bonus plan.
Note 2. Autonomous Entity Adjustments, page 89

2.     For each expense category impacted by pro forma adjustment N, please
revise to
       include a breakdown of (a) the additional compensation and benefits
associated with
       the WDC employees who will be transferred to Spinco in excess of amounts
allocated
       to Spinco in the combined statement of operations and (b) the
compensation expense
       associated with employees of Spinco who will be retained by WDC that was
netted
       from this adjustment. In your response, explain why the pro forma
adjustments to cost
 December 9, 2024
Page 2

       of revenue and research and development expense total an expense credit
of $18
       million when the adjustment for fiscal 2024 was net of $12 million. In
addition, tell us
       whether this adjustment includes any amounts related to Mr. Lomelin's
Offer Letter
       and if not, explain why.
3.     We note pro forma adjustment C reflects certain assets and liabilities
that are to be
       transferred and leases that will be novated to Spinco, and pro forma
adjustment D
       reflects various assets and liabilities that are expected to be retained
by WDC. For
       both of these adjustments you state that the difference between
allocated costs
       included in your historical combined statements of operations and costs
you expect to
       incur as a stand-alone company are reflected in pro forma adjustment R.
Pro forma
       adjustment P also refers to amounts related to lease arrangements
included in pro
       forma adjustment R. Please revise pro forma adjustment R to separately
reflect the
       adjustments applicable to pro forma adjustments C, D and P.
Non-GAAP Financial Measures and Use of Certain Terms, page 110

4.     We note your response to prior comment 5. Please revise to include a
breakdown here
       of the employee termination, asset impairment and other adjustment line
item or
       provide a cross reference to the footnote disclosures where such
information is
       provided. Similar revisions should be made to your disclosures on page
18.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

      Please contact Kathleen Collins at 202-551-3499 if you have questions
regarding
comments on the financial statements and related matters. Please contact Uwem
Bassey at
202-551-3433 or Matthew Derby at 202-551-3334 with any other questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Technology
cc:   Maggie Yiin