SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 12b-25

                         Commission File Number 0-22158

                           NOTIFICATION OF LATE FILING

      (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q
                                 [ ] Form N-SAR

                      For Period Ended: September 28, 2003

                       [ ] Transition Report on Form 10-K

                       [ ] Transition Report on Form 20-F

                       [ ] Transition Report on Form 11-K

                       [ ] Transition Report on Form 10-Q

                       [ ] Transition Report on Form N-SAR

                        FOR THE TRANSITION PERIOD ENDED:

  Read attached instruction sheet before preparing form. Please print or type.

    Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herein.

 If the notification relates to a portion of the filing checked above, identify
                 the item(s) to which the notification relates:

                                TABLE OF CONTENTS

                         PART I REGISTRANT INFORMATION
                         PART II RULE 12b-25(b) AND (c)
                         PART III NARRATIVE
                         PART IV OTHER INFORMATION

                                     PART I
                             REGISTRANT INFORMATION

SanDisk Corporation
Full Name of Registrant

N/A
Former Name if Applicable

140 Caspian Court
Address of Principal Executive Office (Street and Number)

Sunnyvale, California 94089
City, State and Zip Code

                                     PART II
                             RULE 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)

      (a)   The reasons described in reasonable detail in Part III of this form
            could not be eliminated without unreasonable effort or expense;

  [X] (b)   The subject annual report, semi-annual report, transition report on
            Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof
            will be filed on or before the 15th calendar day following the
            prescribed due date; or the subject quarterly report or transition
            report on Form 10-Q, or portion thereof will be filed on or before
            the fifth calendar day following the prescribed due date; and

      (c)   The accountant's statement or other exhibit required by Rule
            12b-25(c) has been attached if applicable.

                                    PART III
                                    NARRATIVE

State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR or
the transition report portion thereof could not be filed within the prescribed
time period. (Attach extra sheets if needed.)

The Registrant required additional time to compile the necessary information for
its Form 10-Q for the quarter ended September 28, 2003 regarding the previously
announced theft of certain of its shares of United Microelectronics Corporation
by an employee of its Taiwan law firm.

                                     PART IV
                                OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

Charles Van Orden  (408) 542-0500
(Name) (Area Code) (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).

[X] Yes [ ] No

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [X] No

If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                               SANDISK CORPORATION
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

      Date  November 13, 2003             By  /s/   Michael Gray
                                              ----------------------------------
                                              Michael Gray
                                              Chief Financial Officer and Senior
                                              Vice President, Finance and
                                              Administration
                                              (on behalf of the Registrant)