SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HARARI ELIYAHOU ET AL

(Last)

(First)

(Middle)

140 CASPIAN COURT

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SANDISK CORP [ SNDK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/02/2005		M⁽¹⁾		75,000	A	$4.9375	3,180,906⁽⁴⁾⁽⁵⁾	I	By Trust⁽³⁾
Common Stock	09/02/2005		S⁽²⁾		22,471	D	$37.85	3,158,435⁽⁴⁾⁽⁵⁾	I	By Trust⁽³⁾
Common Stock	09/02/2005		S⁽²⁾		28,100	D	$37.96	3,130,335⁽⁴⁾⁽⁵⁾	I	By Trust⁽³⁾
Common Stock	09/02/2005		S⁽²⁾		14,429	D	$38.05	3,115,906⁽⁴⁾⁽⁵⁾	I	By Trust⁽³⁾
Common Stock	09/02/2005		S⁽²⁾		4,000	D	$38.2	3,111,906⁽⁴⁾⁽⁵⁾	I	By Trust⁽³⁾
Common Stock	09/02/2005		S⁽²⁾		6,000	D	$38.3	3,105,906⁽⁴⁾⁽⁵⁾	I	By Trust⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$4.9375	09/02/2005		M⁽¹⁾			75,000	12/16/2001	12/15/2007	Common Stock	75,000	$0	187,716	D

Explanation of Responses:

1. The transaction was effected by the reporting person pursuant to a Rule 10b-5(1) sales plan effective as of September 1, 2005.

2. The sale was effected by the Harari family trust pursuant to a Rule 10-b-5(1) sales plan effective as of September 1, 2005.

3. These shares are held by a trust, The Harari Family U/T/A dated December 22, 1994, an irrevocable trust, of which Dr. Harari is Trustee.

4. The reporting person also holds 16,982 shares directly.

5. The reporting person has additional indirect ownership: (a) 201,972 shares are held by the Harari childrens' trust of which Dr. Harari is Trustee and his children are the beneficial owners; (b) 45,332 shares are owned by Dr. Harari's son and Dr. Harari disclaims beneficial ownership of these shares.

Remarks:

	Sharon L. Spehar Attorney In Fact for Eliyahou Harari	09/06/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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