Exhibit 99.4

                               SANDISK CORPORATION

                  1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

                      AMENDED AND RESTATED JANUARY 2, 2002

                                   ARTICLE ONE
                               GENERAL PROVISIONS

      I. PURPOSE OF THE PLAN

            This 1995 Non-Employee Directors Stock Option Plan is intended to
promote the interests of SanDisk Corporation, a Delaware corporation, by
providing the non-employee members of the Board with the opportunity to acquire
a proprietary interest, or otherwise increase their proprietary interest, in the
Corporation as an incentive for them to remain in the service of the
Corporation.

            Capitalized terms shall have the meanings assigned to such terms in
the attached Appendix.

            All share numbers in this document reflect the 2-for-1 split of the
Common Stock effected on February 22, 2000.

      II. ADMINISTRATION OF THE PLAN

            The terms of each option grant (including the timing and pricing of
the option grant) shall be determined by the express terms of the Plan, and
neither the Board nor any committee of the Board shall exercise any
discretionary functions with respect to option grants made pursuant to the Plan.

      III. ELIGIBILITY

            The individuals eligible to receive option grants under the Plan
shall be (i) those individuals who are serving as non-employee Board members on
the Effective Date or who are first elected or appointed as non-employee Board
members on or after such date, whether through appointment by the Board or
election by the Corporation's stockholders, and (ii) those individuals who
continue to serve as non-employee Board members after one or more Annual
Stockholders Meetings beginning with the 1996 Annual Meeting. A non-employee
Board member who has previously been in the employ of the Corporation (or any
Parent or Subsidiary) shall not be eligible to receive an option grant under the
Plan on the Effective Date or at the time he or she first becomes a non-employee
Board member, but shall be eligible to receive periodic option grants under the
Plan upon his or her continued service as a non-employee Board member following
one or more Annual Stockholders Meetings.



      IV. STOCK SUBJECT TO THE PLAN

          A. The stock issuable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock, including shares repurchased by the
Corporation on the open market. The maximum number of shares of Common Stock
which may be issued over the term of the Plan shall not exceed 800,000 shares.
Such share reserve includes (i) the initial share reserve of 300,000 shares
approved by the stockholders in August 1995, (ii) an additional 100,000 share
increase authorized by the Board on February 10, 1997 and approved by the
stockholders at the 1997 Annual Stockholders Meeting, (iii) an additional
400,000 share increase authorized by the Board on December 17, 1998, and
approved by the stockholders at the 1999 Annual Meeting and (iv) an additional
increase of 136,928 shares effected in January 2002 pursuant to the automatic
share increase provisions of Section IV.B.

            B. The number of shares of Common Stock available for issuance under
the Plan shall automatically increase on the first trading day of January each
calendar year during the term of the Plan, beginning with calendar year 2002, by
an amount equal to two tenths of one percent (0.2%) of the shares of Common
Stock outstanding on the last trading day in December of the immediately
preceding calendar year, but in no event shall any such annual increase exceed
150,000 shares.

            C. Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent the options
expire or terminate for any reason prior to exercise in full. In addition,
unvested shares issued under the Plan and subsequently repurchased by the
Corporation, at the original exercise price paid per share, pursuant to the
Corporation's repurchase rights under the Plan shall be added back to the number
of shares of Common Stock reserved for issuance under the Plan and shall
accordingly be available for reissuance through one or more subsequent option
grants under the Plan. However, shares subject to any option or portion thereof
surrendered in accordance with Article Two shall reduce on a share-for-share
basis the number of shares of Common Stock available for subsequent issuance
under the Plan. Should the exercise price of an option under the Plan be paid
with shares of Common Stock, then the number of shares of Common Stock available
for issuance under the Plan shall be reduced by the gross number of shares for
which the option is exercised, and not by the net number of shares of Common
Stock issued to the holder of such option.

            D. Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and/or class of securities issuable
under the Plan, (ii) the maximum number and/or class of securities by which the
share reserve is to increase each calendar year pursuant to the provisions of
Section IV.B of this Article One, (iii) the number and/or class of securities
for which option grants are to be subsequently made per Eligible Director and
(iv) the number and/or class of securities and the exercise price per share in
effect under each outstanding option in order to prevent the dilution or
enlargement of benefits thereunder. The adjustments to the outstanding options
shall be made by the Board and shall be final, binding and conclusive.


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                                  ARTICLE TWO
                              OPTION GRANT PROGRAM

      I. OPTION TERMS

            The provisions of this Article Two reflect the changes to the number
of shares of Common Stock subject to the initial and annual option grants to be
made to the non-employee Board members pursuant to the amendment authorized by
the Board on December 17, 1998, and approved by the stockholders at the 1999
Annual Meeting. Stockholder approval of such amendment shall constitute
pre-approval of each option grant made on or after the date of the 1999 Annual
Meeting to the non-employee Board members pursuant to the amended provisions of
this Article Two and the subsequent exercise of that option in accordance with
such provisions.

            A. Grant Dates. Option grants shall be made on the dates specified
below:

                  1. Each Eligible Director who is first elected or appointed as
a non-employee Board member on or after the date of the 1999 Annual Stockholders
Meeting shall automatically be granted, on the date of such initial election or
appointment (as the case may be), a Non-Statutory Option to purchase 64,000
shares of Common Stock.

                  2. On the date of each Annual Stockholders Meeting, beginning
with the 1999 Annual Meeting, each individual who is to continue to serve as an
Eligible Director shall automatically be granted, whether or not such individual
is standing for re-election as a Board member at that Annual Meeting, a
Non-Statutory Option to purchase an additional 16,000 shares of Common Stock,
provided such individual has served as a non-employee Board member for at least
six (6) months prior to the date of such Annual Meeting. There shall be no limit
on the number of such 16,000-share option grants any one Eligible Director may
receive over his or her period of Board service.

            B. Exercise Price.

                  1. The exercise price per share shall be equal to one hundred
percent (100%) of the Fair Market Value per share of Common Stock on the option
grant date.

                  2. The exercise price shall become immediately due upon
exercise of the option and shall be payable in one or more of the forms
specified below:

                        (i) cash or check made payable to the Corporation,

                        (ii) shares of Common Stock held for the requisite
      period necessary to avoid a charge to the Corporation's earnings for
      financial reporting purposes and valued at Fair Market Value on the
      Exercise Date, or


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                        (iii) to the extent the option is exercised for vested
      shares, through a special sale and remittance procedure pursuant to which
      the Optionee shall concurrently provide irrevocable written instructions
      to (A) a Corporation-designated brokerage firm to effect the immediate
      sale of the purchased shares and remit to the Corporation, out of the sale
      proceeds available on the settlement date, sufficient funds to cover the
      aggregate exercise price payable for the purchased shares plus all
      applicable Federal, state and local income and employment taxes required
      to be withheld by the Corporation by reason of such exercise and (B) the
      Corporation to deliver the certificates for the purchased shares directly
      to such brokerage firm in order to complete the sale.

            Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

            C. Option Term. Each option shall have a term of ten (10) years
measured from the option grant date.

            D. Exercise and Vesting of Options. Each option shall be immediately
exercisable for any or all of the option shares. However, any shares purchased
under the option shall be subject to repurchase by the Corporation, at the
exercise price paid per share, upon the Optionee's cessation of Board service
prior to vesting in those shares. Each initial grant shall vest, and the
Corporation's repurchase right shall lapse, in a series of four (4) equal and
successive annual installments over the Optionee's period of continued service
as a Board member, with the first such installment to vest upon the Optionee's
completion of one (1) year of Board service measured from the option grant date.
Each annual grant shall vest, and the Corporation's repurchase right shall
lapse, upon the Optionee's completion of one (1) year of Board service measured
from the option grant date.

            E. Effect of Termination of Board Service. The following provisions
shall govern the exercise of any options held by the Optionee at the time the
Optionee ceases to serve as a Board member:

                  (i) The Optionee (or, in the event of Optionee's death, the
personal representative of the Optionee's estate or the person or persons to
whom the option is transferred pursuant to the Optionee's will or in accordance
with the laws of descent and distribution) shall have a twelve (12)-month period
following the date of such cessation of Board service in which to exercise each
such option.

                  (ii) During the twelve (12)-month exercise period, the option
may not be exercised in the aggregate for more than the number of vested shares
for which the option is exercisable at the time of the Optionee's cessation of
Board service.

                  (iii) Should the Optionee cease to serve as a Board member by
reason of death or Permanent Disability, then all shares at the time subject to
the option shall immediately vest so that such option may, during the twelve
(12)-month exercise period following such cessation of Board service, be
exercised for all or any portion of such shares as fully-vested shares.


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                  (iv) In no event shall the option remain exercisable after the
expiration of the option term. Upon the expiration of the twelve (12)-month
exercise period or (if earlier) upon the expiration of the option term, the
option shall terminate and cease to be outstanding for any vested shares for
which the option has not been exercised. However, the option shall, immediately
upon the Optionee's cessation of Board service, terminate and cease to be
outstanding to the extent it is not exercisable for vested shares on the date of
such cessation of Board service.

            F. Stockholder Rights. The holder of an option shall have no
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.

            G. Limited Transferability of Options. An automatic option granted
under the Plan may, in connection with the Optionee's estate plan, be assigned
in whole or in part during the Optionee's lifetime to one or more members of the
Optionee's immediate family or to a trust established exclusively for one or
more such family members. The assigned portion may only be exercised by the
person or persons who acquire a proprietary interest in the option pursuant to
the assignment. The terms applicable to the assigned portion shall be the same
as those in effect for the option immediately prior to such assignment and shall
be set forth in such documents issued to the assignee as the Plan Administrator
may deem appropriate.

      II. CORPORATE TRANSACTION/CHANGE IN CONTROL/HOSTILE TAKE-OVER

            A. In the event of any Corporate Transaction, the shares of Common
Stock at the time subject to each outstanding option but not otherwise vested
shall automatically vest in full so that each such option shall, immediately
prior to the specified effective date of the Corporate Transaction, become fully
exercisable for all of the shares of Common Stock at the time subject to such
option and may be exercised for all or any portion of such shares as
fully-vested shares of Common Stock. Immediately following the consummation of
the Corporate Transaction, each option grant shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof).

            B. In connection with any Change in Control, the shares of Common
Stock at the time subject to each outstanding option but not otherwise vested
shall automatically vest in full so that each such option shall, immediately
prior to the effective date of the Change in Control, become fully exercisable
for all of the shares of Common Stock at the time subject to such option and may
be exercised for all or any portion of such shares as fully-vested shares of
Common Stock. Each such option shall remain exercisable for such fully-vested
option shares until the expiration of the option term or the surrender of the
option in connection with a Hostile Take-Over.

            C. Upon the occurrence of a Hostile Take-Over, the Optionee shall
have a thirty (30)-day period in which to surrender to the Corporation each
option held by him or her. The Optionee shall in return be entitled to a cash
distribution from the Corporation in an amount equal to the excess of (i) the
Take-Over Price of the shares of Common Stock at the time subject


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to the surrendered option (whether or not the Optionee is otherwise at the time
vested in those shares) over (ii) the aggregate exercise price payable for such
shares. Such cash distribution shall be paid within five (5) days following the
surrender of the option to the Corporation. Stockholder approval of the December
17, 1998 amendment and restatement of the Plan shall constitute pre-approval of
each option surrender right subsequently granted under the Plan and the
subsequent exercise of that right in accordance with the terms and provisions of
this Section II.C. No additional approval of the Board or any committee of the
Board shall be required at the time of the actual option surrender and cash
distribution.

            D. The grant of options under the Plan shall in no way affect the
right of the Corporation to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.


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                                  ARTICLE THREE
                                  MISCELLANEOUS

      I. EFFECTIVE DATE AND TERM OF THE PLAN

            A. The Plan became effective on the November 7, 1995 Effective Date
after adoption by the Board on July 25, 1995 and approval by the Corporation's
stockholders in August 1995.

            B. The Plan was amended on February 10, 1997 (the "February 1997
Amendment") to effect the following changes: (i) increase the number of shares
of Common Stock authorized for issuance over the term of the Plan by an
additional 100,000 shares, (ii) allow unvested shares issued under the Plan and
subsequently repurchased by the Corporation at the option exercise price paid
per share to be reissued under the Plan and (iii) effect a series of technical
changes to the provisions of the Plan (including stockholder approval
requirements) in order to take advantage of the recent amendments to Rule 16b-3
of the Securities Exchange Act of 1934 which exempts certain officer and
director transactions under the Plan from the short-swing liability provisions
of the Federal securities laws. The February 1997 Amendment was approved by the
stockholders at the 1997 Annual Meeting. The Plan was amended on December 17,
1998 (the "December 1998 Amendment") to effect the following changes: (i)
increase the number of shares of Common Stock authorized for issuance over the
term of the Plan by an additional 400,000 shares, (ii) implement the automatic
share increase provisions of Section IV.B of Article One, (iii) increase the
size of the initial grants to non-employee Board members from 32,000 to 64,000
shares of Common Stock and (iv) increase the size of the annual grants to
non-employee Board members from 8,000 to 16,000 shares of Common Stock. The
December 1998 Amendment was approved by the stockholders at the 1999 Annual
Meeting. All option grants made prior to the December 1998 Amendment shall
remain outstanding in accordance with the terms and conditions of the respective
instruments evidencing those options or issuances, and nothing in the December
1998 Amendment shall be deemed to modify or in any way affect those outstanding
options or issuances. Subject to the foregoing limitations, options may be
granted under the Plan at any time before the date fixed herein for the
termination of the Plan.

            C. The Plan shall terminate upon the earliest of (i) July 24, 2005,
(ii) the date on which all shares available for issuance under the Plan shall
have been issued or cancelled pursuant to the exercise or cash-out of the
options under the Plan or (iii) the termination of all outstanding options in
connection with a Corporate Transaction. Upon such Plan termination, all


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option grants and unvested stock issuances outstanding on such date shall
thereafter continue to have force and effect in accordance with the provisions
of the documents evidencing such grants or issuances.

      II. AMENDMENT OF THE PLAN

            The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects. However, no such amendment or
modification shall adversely affect the rights and obligations with respect to
options or unvested stock issuances at the time outstanding under the Plan
unless the Optionee consents to such amendment or modification. In addition,
certain amendments may require stockholder approval pursuant to applicable laws
or regulations.

      III. USE OF PROCEEDS

            Any cash proceeds received by the Corporation from the sale of
shares of Common Stock under the Plan shall be used for general corporate
purposes.

      IV. REGULATORY APPROVALS

            A. The implementation of the Plan, the granting of any option under
the Plan and the issuance of any shares of Common Stock upon the exercise of any
option shall be subject to the Corporation's procurement of all approvals and
permits required by regulatory authorities having jurisdiction over the Plan,
the options granted under it and the shares of Common Stock issued pursuant to
it.

            B. No shares of Common Stock or other assets shall be issued or
delivered under the Plan unless and until there shall have been compliance with
all applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the shares
of Common Stock issuable under the Plan, and all applicable listing requirements
of any stock exchange (or the Nasdaq National Market, if applicable) on which
Common Stock is then listed for trading.

      V. NO EMPLOYMENT/SERVICE RIGHTS

            Nothing in the Plan shall confer upon the Optionee any right to
continue in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Corporation (or any Parent or
Subsidiary employing or retaining such person) and the Corporation's
stockholders or of the Optionee, which rights are hereby expressly reserved by
each, to terminate such person's Service at any time for any reason, with or
without cause.


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                                    APPENDIX

      The following definitions shall be in effect under the Plan:

      A. Board shall mean the Corporation's Board of Directors.

      B. Change in Control shall mean a change in ownership or control of the
Corporation effected through either of the following transactions:

            (i) the acquisition, directly or indirectly by any person or related
      group of persons (other than the Corporation or a person that directly or
      indirectly controls, is controlled by, or is under common control with,
      the Corporation), of beneficial ownership (within the meaning of Rule
      13d-3 of the 1934 Act) of securities possessing more than fifty percent
      (50%) of the total combined voting power of the Corporation's outstanding
      securities pursuant to a tender or exchange offer made directly to the
      Corporation's stockholders; or

            (ii) a change in the composition of the Board over a period of
      thirty-six (36) consecutive months or less such that a majority of the
      Board members ceases, by reason of one or more contested elections for
      Board membership, to be comprised of individuals who either (A) have been
      Board members continuously since the beginning of such period or (B) have
      been elected or nominated for election as Board members during such period
      by at least a majority of the Board members described in clause (A) who
      were still in office at the time such election or nomination was approved
      by the Board.

      C. Code shall mean the Internal Revenue Code of 1986, as amended.

      D. Common Stock shall mean the Corporation's common stock.

      E. Corporate Transaction shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:

            (i) a merger or consolidation in which securities possessing more
      than fifty percent (50%) of the total combined voting power of the
      Corporation's outstanding securities are transferred to a person or
      persons different from the persons holding those immediately prior to such
      transaction; or

            (ii) the sale, transfer or other disposition of all or substantially
      all of the Corporation's assets in complete liquidation or dissolution of
      the Corporation.

      F. Corporation shall mean SanDisk Corporation, a Delaware corporation.

      G. Effective Date shall mean November 7, 1995, the date on which the
Underwriting Agreement was executed and the initial public offering price of the
Common Stock was established.


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      H. Eligible Director shall mean a non-employee Board member eligible to
participate in the Plan.

      I. Exercise Date shall mean the date on which the Corporation shall have
received written notice of the option exercise.

      J. Fair Market Value per share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:

            (i) If the Common Stock is at the time traded on the Nasdaq National
      Market, then the Fair Market Value shall be the closing selling price per
      share of Common Stock on the date in question, as such price is reported
      by the National Association of Securities Dealers on the Nasdaq National
      Market or any successor system. If there is no closing selling price for
      the Common Stock on the date in question, then the Fair Market Value shall
      be the closing selling price on the last preceding date for which such
      quotation exists.

            (ii) If the Common Stock is at the time listed on any Stock
      Exchange, then the Fair Market Value shall be the closing selling price
      per share of Common Stock on the date in question on the Stock Exchange
      which serves as the primary market for the Common Stock, as such price is
      officially quoted in the composite tape of transactions on such exchange.
      If there is no closing selling price for the Common Stock on the date in
      question, then the Fair Market Value shall be the closing selling price on
      the last preceding date for which such quotation exists.

      K. Hostile Take-Over shall mean a change in ownership of the Corporation
through the direct or indirect acquisition by any person or related group of
persons (other than the Corporation or a person that directly or indirectly
controls, is controlled by, or is under common control with, the Corporation) of
beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
securities possessing more than fifty percent (50%) of the total combined voting
power of the Corporation's outstanding securities pursuant to a tender or
exchange offer made directly to the Corporation's stockholders which the Board
does not recommend such stockholders to accept.

      L. 1934 Act shall mean the Securities Exchange Act of 1934, as amended.

      M. Non-Statutory Option shall mean an option not intended to satisfy the
requirements of Code Section 422.

      N. Optionee shall mean any person to whom an option is granted under the
Plan.

      O. Parent shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.


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      P. Permanent Disability shall mean the inability of the Optionee to
perform his or her usual duties as a Board member by reason of any medically
determinable physical or mental impairment expected to result in death or to be
of continuous duration of twelve (12) months or more.

      Q. Plan shall mean the Corporation's 1995 Non-Employee Directors Stock
Option Plan, as set forth in this document.

      R. Section 16 Insiders shall mean an officer or director of the
Corporation subject to the short-swing profit liabilities of Section 16 of the
1934 Act.

      S. Stock Exchange shall mean either the American Stock Exchange or the New
York Stock Exchange.

      T. Subsidiary shall mean any corporation (other than the Corporation) in
an unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

      U. Take-Over Price shall mean the greater of (i) the Fair Market Value per
share of Common Stock on the date the option is surrendered to the Corporation
in connection with a Hostile Take-Over or (ii) the highest reported price per
share of Common Stock paid by the tender offeror in effecting such Hostile
Take-Over.

      V. Underwriting Agreement shall mean the agreement between the Corporation
and the underwriter or underwriters which managed the initial public offering of
the Common Stock.


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