8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 26, 2006

SanDisk Corporation

(Exact name of registrant as specified in its charter)

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

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 provision (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))

Item 2.02 Results of Operations and Financial Condition

     On January 26, 2006, the registrant issued a press release and filed with the Securities and Exchange Commission a Current Report on Form 8-K announcing its earnings results for the fourth quarter and fiscal year ended January 1, 2006. Subsequent to such release, the registrant reclassified certain income tax related balances. A revised copy of the registrant’s Condensed Consolidated Balance Sheets previously included in the press release and Form 8-K reflecting income tax reclassifications in Deferred tax asset, Income taxes payable, Other current accrued liabilities and Deferred revenue and non-current liabilities balances as of January 1, 2006 is attached hereto as Exhibit 99.1.

     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	Revised Condensed Consolidated Balance Sheets at January 1, 2006

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: February 7, 2006

SANDISK CORPORATION (Registrant)
By:	/s/ Judy Bruner
	Name:	Judy Bruner
	Title:	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBIT INDEX

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

Number		Description of Document
	99.1	Revised Condensed Consolidated Balance Sheets at January 1, 2006

EX-99.1

Exhibit 99.1

SanDisk Corporation
Condensed Consolidated Balance Sheets
(In thousands)

	January 1, 2006			October 2, 2005
ASSETS	(unaudited)			(unaudited)			January 2, 2005*
Current Assets:
Cash and cash equivalents	$	762,058		$	764,612		$	463,795
Short-term investments		935,639			890,938			859,175
Investment in foundries		18,338			19,410			20,398
Accounts receivable, net		329,014			211,219			194,535
Inventories		331,584			286,878			196,422
Deferred tax asset		95,518			77,250			83,150
Other current assets		103,584			37,022			62,653
Total current assets		2,575,735			2,287,329			1,880,128
Property and equipment, net		211,092			179,822			147,231
Notes receivable, FlashVision		61,927			64,442			35,413
Investment in foundries		11,013			8,611			14,377
Investment in FlashVision		161,080			166,041			178,681
Investment in Flash Partners		42,067			21,461			24,192
Deferred tax asset		—			16,275			1,861
Other non-current assets		57,273			35,543			38,297
Total Assets	$	3,120,187		$	2,779,524		$	2,320,180
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current Liabilities:
Accounts payable	$	231,208		$	146,317		$	82,974
Accounts payable to related parties		74,121			71,160			48,115
Accrued payroll and related expenses		55,614			46,230			41,786
Income taxes payable		2,165			17,382			39,139
Research and development liability, related party		4,200			5,000			5,549
Other current accrued liabilities		53,546			44,336			45,584
Deferred income on shipments to distributors and retailers and deferred revenue		150,283			170,634			90,307
Total current liabilities		571,137			501,059			353,454
Deferred revenue and non-current liabilities		25,259			19,662			26,576
Total Liabilities		596,396			520,721			380,030
Commitments and contingencies
Stockholders’ Equity:
Common stock		1,622,007			1,484,927			1,406,553
Retained earnings		906,624			772,710			520,240
Accumulated other comprehensive income		2,635			8,921			18,893
Deferred compensation		(7,475	)		(7,755	)		(5,536	)
Total stockholders’ equity		2,523,791			2,258,803			1,940,150
Total Liabilities and Stockholders’ Equity	$	3,120,187		$	2,779,524		$	2,320,180

*Information derived from the audited Consolidated Financial Statements.