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): December 8, 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

601 McCarthy Boulevard, Milpitas, California 95035

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 801-1000

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

EXHIBIT 10.1

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On December 8, 2006, Nelson Chan stepped down as the Executive Vice President of Consumer Products Business and Corporate Marketing of SanDisk Corporation (the “Company”). In connection with Mr. Chan’s departure, on December 8, 2006, the Company entered into a separation agreement (the “Separation Agreement”) with Mr. Chan, which will become effective on December 16, 2006 (the “Effective Date”), provided that Mr. Chan does not revoke the Separation Agreement before that date.

The Separation Agreement provides that on the first business day following the Effective Date, the Company will pay Mr. Chan a lump sum of $700,000, which is approximately his most recent annual base salary plus his target bonus for fiscal year 2006 of 75% of annual salary. Mr. Chan will have the option to elect alternative health coverage for which the Company shall reimburse Mr. Chan’s premiums, subject to certain restrictions. Additionally, as of the Effective Date, Mr. Chan will receive accelerated vesting of his unvested stock options that would have vested on or before December 8, 2007 and his unvested Restricted Stock Units that would have vested on or before February 16, 2007. Among other things, the Separation Agreement also provides for a full and general release by Mr. Chan in favor of the Company, and Mr. Chan’s agreement to certain confidentiality, non-competition, non-solicitation, non-disclosure and non-disparagement obligations.

The foregoing summary of the material terms of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Separation Agreement between SanDisk Corporation and Nelson Chan, dated as of December 8, 2006.

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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: December 8, 2006

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

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Separation Agreement between SanDisk Corporation and Nelson Chan, dated as of December 8, 2006.

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