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): October 20, 2005

SanDisk Corporation

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 000-26734
(Commission
File Number) 77-0191793
(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)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 2.02. Results of Operations and Financial Condition

     On October 20, 2005, shortly after issuing its third quarter earnings release, SanDisk Corporation’s Chief Executive Officer, Eli Harari appeared on CNBC’s “Closing Bell with Maria Bartiromo.” The transcript from this appearance is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

     The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall be deemed to be “furnished” and therefore shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits

     (c) Exhibits

Number	Description of Document
99.1	Transcript of Eli Harari’s October 20, 2005 appearance on CNBC’s “Closing Bell with Maria Bartiromo.”

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: October 24, 2005

SanDisk Corporation
By:	/s/ Judy Bruner
	Name:	Judy Bruner
	Title:	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit
No.	Description
99.1	Transcript of Eli Harari’s October 20, 2005 appearance on CNBC’s “Closing Bell with Maria Bartiromo.”

EX-99.1

Exhibit 99.1

BROADCAST TRANSCRIPT

     MARIA BARTIROMO, host:

     Welcome back. SanDisk out with news of an acquisition right now, as well as 3rd quarter earnings. The chipmaker’s net income shot up to $107.5 million; record high revenue of $590 million. Also this hour SanDisk announcing the acquisition of Matrix, a privately held memory chipmaker.

     The stock is rising in the extended hours tonight: up 11 percent. As we speak, just popped, a few moments ago when the company released the news up $5 to $52.82.

     SanDisk Founder and CEO, Eli Harari joins me in a First on CNBC interview, ahead of the company Conference Call at 5:00 eastern. Dr. Harari, nice to have you with us.

     Dr. ELI HARARI (CEO, SanDisk): Hi, Maria.

     BARTIROMO: Earnings up 90 percent, and revenue up 45 percent. What can you tell us about the quarter? What is behind this growth?

     Mr. HARARI: Outstanding quarter, very strong growth across five major markets. The handset market particularly, we sold over 5 million cards into that market that. That market did not exist a year ago, and its really growing—really taking off. (Graph of SanDisk net income bar graph)

     BARTIROMO: You are about to have a conference call with analysts. What is the most important message you want to get out to those analysts?

     Mr. HARARI: The 4th quarter is gonna be very good; very strong demand, supply constraint and a very good 2006. And we’re really thrilled about the acquisition of Matrix Semiconductor today.

     BARTIROMO: I want to ask you about Matrix in a minute. We talk a lot here about the impact oil prices have had on the consumer. (Graph of SanDisk three year line

graph) We’re going into the 4th quarter, and you’re saying that you’re going to see a good 4th quarter. Do you worry that some of the consumer electronics out there—that, of course, your very chips go into—might see a slowdown because of the pressure that people are facing with the price of oil?

     Mr. HARARI: Our markets are global, so we really have more than 50 percent of our sales outside of the United States. We, of course, are concerned like everybody else about impact later, you know, Christmas season but, from our visibility today, it’s looking very good for the 4^th quarter. (Graph of SanDisk vs Peers, percentage change in 6 months line graph)

     BARTIROMO: What does the matrix technology do for your company? The stock is already up 95 percent over the last six months, sir. What does matrix give you?

     Mr. HARARI: Matrix is a strategic investment by our company. They have developed a revolutionary technology to basically—basically manufacture memory in three dimensions. It’s like stacking—it’s basically like a skyscraper, rather than a single story house. That technology has, we believe great future.

     BARTIROMO: And of course we’re seeing a number of new developments, as far as consumer electronics: the Apple coming out with video iPod, you’ve got a number of new video phones and doing so many things in the wireless revolution. (Visual SanDisk chip) Do you need a different chip—a more upgraded chip? Are you going to need new upgraded technology in order to keep pace with what’s happening in your industry?

     Mr. HARARI: Yes, it just so happens we’ve got this chip we’re just starting production with an eight gigabit flash chip; it’s the industry leading chip. It is one gigabyte on one chip. We can stack four of those to get you a four-gigabyte basically in one package. And we think that that (sic) chip is going to do very, very well for us next year.

     BARTIROMO: Having said that the Federal Reserve has been raising interest rates, sir. And a lot of people now say that maybe there is a voice inside the Fed saying maybe 50 basis points next time. You’ve got higher oil prices and, higher interest rates.

GRAPHIC ON SCREEN

          SanDisk

     Founded in 1988 by Eli Harari

     World’s largest supplier of flash Memory storage products

     900 employees worldwide

     Products sold through 100k storefronts

     BARTIROMO: What’s your feeling about the economy right now going into the important holiday season, and give me your comments on 2006?

     Mr. HARARI: 2006, we think is going to be a very strong growth year for our products across—certainly, handsets, gaming applications. Consumers are spending, you know, at a $50 to $200 range. There’s actually quite a lot of disposable income, and it’s a global market. The China market—Europe is really developing. So we are very bullish about 2006. Particularly investments in manufacturing and technology will put us in a very strong position.

     BARTIROMO: Dr. Harari, thanks so much for breaking the news first on the CLOSING BELL. We thank you for being here.

     Mr. HARARI: Thanks Maria.

     BARTIROMO: We appreciate it. See you soon. Eli Harari is the founder and CEO of SanDisk.