Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Board of Directors (the "Board") of SanDisk Corporation (the "Registrant") had previously approved, subject to stockholder approval, an amendment to Article IV, Section C.4 of the Registrant's Amended and Restated Certificate of Incorporation to eliminate cumulative voting for directors (the "Amendment"). The Registrant's stockholders approved the Amendment at the annual stockholders meeting held on May 27, 2009. On May 27, 2009, the Registrant filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation effectuating the Amendment. A copy of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

Effective May 27, 2009, the Board approved an amendment to Article II,
Section 11 of the Registrant's Amended and Restated Bylaws to provide for a director election standard under which, in uncontested elections, a nominee for director shall be elected or re-elected by the affirmative vote of a majority of the votes cast at a meeting of stockholders. A copy of the Amended and Restated Bylaws of the Registrant is filed herewith as Exhibit 3.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of SanDisk Corporation dated May 27, 2009. 3.2 Amended and Restated Bylaws of SanDisk Corporation dated May 27, 2009.

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