POWER OF ATTORNEY


	KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Sharon Spehar, Stock Plan Administrator, Charles
Van Orden, Vice President and General Counsel and Megan Comport,
Associate General Counsel and each of them, his true and lawful attorney-
in-fact to:

		(1)	execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of SanDisk Corporation
(the "Corporation"), any and all Form 3, 4 and 5 reports
required to be filed by the undersigned in accordance with Section 16(a)
of the Securities Exchange Act of 1934 and the rules thereunder;

		(2)	do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4 or 5 report and timely file such report with
the United States Securities and Exchange Commission and any stock
exchange or similar authority; and

		(3)	take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such attorney-in-
fact, may be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned, pursuant to this
Power of Attorney, shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in his discretion.

	The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform each and every act and thing
whatsoever requisite, necessary, and proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or his substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and
the rights and powers herein granted.  The undersigned acknowledges that
no such attorney-in-fact, in serving in such capacity at the request of
the undersigned, is hereby assuming, nor is the Corporation hereby
assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.

	This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Form 3, 4 and 5 reports
with respect to the undersigned's holdings of and transactions in
securities issued by the Corporation, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


		IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 29th day of August, 2003.



Signature
/s/ Michael Gray

Michael Gray
Print Name


BPHPA1\SJD\0157682.WP
11/29/95