Exhibit 32.2


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                            18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Gray, Chief Financial Officer of SanDisk Corporation, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that the Annual Report of SanDisk Corporation on
Form 10-K for the fiscal year ended December 28, 2003 (the "Report") fully
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that the information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of SanDisk Corporation.

By:  /s/ Michael Gray
   ---------------------------------
      Michael Gray
      Chief Financial Officer
      March 12, 2004


A signed original of this written statement required by Section 906 has been
provided to SanDisk Corporation and will be retained by SanDisk Corporation and
furnished to the Securities and Exchange Commission or its staff upon request.