content: <PAGE>
  
                         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)   August 13, 1999
                                                     ---------------------------
  
  
                                SANDISK CORPORATION
  ------------------------------------------------------------------------------
                (Exact name of registrant as specified in charter)
  
  <TABLE>
  <CAPTION>
  
  
  <S>                                 <C>                    <C>
           Delaware                   0-26734                77-0191793
  ------------------------------------------------------------------------------
  (State or other jurisdiction    (Commission            (IRS Employer
       of incorporation)          File Number)          Identification No.)
  
  </TABLE>
  140 Caspian Court, Sunnyvale, California                    94089
  ------------------------------------------------------------------------------
  (Address of principal executive offices)                  (Zip Code)
  
  
  
  Registrant's telephone number, including area code     (408) 542-0500
                                                    ----------------------------
  
  
  
                                     None
  ------------------------------------------------------------------------------
           (Former name or former address, if changed since last report.)
  <PAGE>
  
  Item 5.  Other Events.
           ------------
  
   Third Quarter Results
  
     Total revenues for the quarter ended September 30, 1999 were $67.5 million,
  an increase of 29% from $52.5 million for the quarter ended June 30, 1999.
  Product revenue for the third quarter of 1999 was $57.6 million, an increase of
  36% from $42.3 million in the previous quarter, which was due primarily to
  increased sales of our CompactFlash and MultiMediaCard products.
  
     Total unit shipments increased 24% during the third quarter compared to the
  previous quarter. CompactFlash revenues represented 63% of our third quarter
  product revenues, up from 56% in the prior quarter, while FlashDisk products
  accounted for 20% of product revenues, down from 28% in the prior quarter.
  MultiMediaCard unit sales grew 66% and represented 9% of our product revenues
  compared to 6% in the previous quarter. Overall average selling prices per unit
  were flat for the second consecutive quarter as price declines were offset by a
  shift in product mix to higher capacity cards. The average selling price per
  megabyte of capacity shipped declined by 19% quarter to quarter, while the
  average capacity per unit shipped increased 23%.
  
     Approximately 74% of SanDisk's sales in the third quarter of 1999 came from
  the consumer market, with the remainder coming from industrial and
  telecommunications customers. Our top 10 customers represented 55% of product
  revenue in the third quarter.
  
     License and royalty revenue for the third quarter was $9.9 million, down
  slightly from the previous quarter. License and royalty revenue represented 15%
  of total revenue in the third quarter of 1999 compared to 20% in the previous
  quarter.
  
     In the quarter ended September 30, 1999, total gross margin was 35% compared
  to 41% in the previous quarter. Product gross margin decreased to 24% of
  product revenues from 27% in the previous quarter. The decrease in product
  gross margin was primarily due to lower than anticipated yields on our 128
  megabit and MultiMediaCard stacked die products, increased manufacturing costs
  due to spot shortages of critical components experienced during the quarter and
  a decline of 19% in the average selling price per megabyte.
  
     Operating expenses for the quarter ended September 30, 1999, were $16.7
  million, an increase of 14% from $14.7 million in the prior quarter. The
  increase was primarily due to higher research and development expenses for
  advanced technologies, increased salaries and payroll related expenses, and
  increased commissions and marketing expenses. Third quarter operating expenses
  represented 25% of total revenues compared to 28% in the prior quarter. We
  expect expenses to increase in absolute dollars in the fourth quarter as we
  continue to accelerate our investments in research and development to support
  the 256 megabit and MultiMediaCard production ramp up and in sales and
  marketing for the expansion of the retail channel in our U.S., Japanese and
  European markets.
  
     Interest and other income was $2.8 million compared to $1.5 million in the
  previous quarter due primarily to foreign exchange gains experienced during the
  quarter on our Japanese yen based assets.
  
     Net income in the quarter was $6.5 million, an increase of 14% from $5.7
  million in the previous quarter. Basic earnings per share was $0.24 and diluted
  earnings per share was $0.21 for the quarter, compared to basic earnings per
  share of $0.21 and diluted earnings per share of $0.19 in the second quarter of
  1999.
  
     On October 13, 1999, we issued a press release announcing our third quarter
  results. A copy of this press release is attached hereto as Exhibit 99.1 and
  incorporated herein by reference.
  
  Matsushita and Toshiba Collaboration
  
     On August 25, 1999, SanDisk announced a collaboration with Matsushita and
  Toshiba under which we will jointly develop and promote a next generation flash
  memory card called the Secure Digital Memory Card. The Secure Digital Memory
  Card is an enhanced version of our MultiMediaCard that will incorporate
  advanced security and copyright protection features required by the emerging
  markets for the electronic distribution of music, video and other copyrighted
  works.
  
     Under the terms of this cooperation, we, along with Matsushita and Toshiba,
  will establish a licensing entity that will license the Secure Digital Memory
  Card to both memory card manufacturers and manufacturers of consumer
  electronics devices, including MP3 portable music players. In addition,
  Matsushita and Toshiba will sell their own Secure Digital Memory Card products.
  A memorandum of understanding has been signed by the three companies with
  respect to this collaboration and negotiations for a definitive agreement are
  underway, but we cannot assure you that these negotiations will be successful
  or that we, Matsushita and Toshiba will enter into a definitive agreement.
  
     The Secure Digital Memory Card will incorporate a number of new features,
  including Secure Digital Music Initiative, or SDMI, compliant security and copy
  protection, a mechanical write protect switch and a high data transfer rate.
  The Secure Digital Memory Card is slightly thicker and uses a different
  interface than our MultiMediaCard. Because of these differences, the Secure
  Digital Memory Card will not work in current products that include a
  MultiMediaCard slot. However, our MultiMediaCard products are forward
  compatible and will work in Secure Digital Memory Card slots. We expect to
  begin shipping our Secure Digital Memory Card products in 32 and 64 megabyte
  capacities in the second quarter of 2000. We cannot assure you that the Secure
  Digital Memory Card will gain widespread adoption by consumers, be supported by
  content providers or that it will be able to compete successfully against
  alternative card formats, such as Sony's Memory Stick.
  
   Toshiba Memorandum of Understanding
  
     In October 1999, we entered into a nonbinding memorandum of understanding
  with Toshiba providing for the joint development and manufacturing of 512
  megabit and 1 gigabit flash memory chips and Secure Digital Memory Card
  controllers. As part of this collaboration, we and Toshiba plan to employ
  Toshiba's future 0.16 micron and 0.13 micron NAND flash integrated circuit
  manufacturing technology and our multilevel cell flash and controller system
  technology. Further, we and Toshiba intend to form and fund a joint venture to
  equip and operate a silicon wafer manufacturing line in Virginia. In addition,
  the joint venture may purchase wafers from a fabrication facility in Japan to
  meet the parties' wafer requirements. The cost of equipping the Virginia wafer
  manufacturing line is estimated at between $700 million and $800 million. We, as
  part of our 50% ownership of the joint venture, expect to invest up to $150
  million in cash, and, if necessary, guarantee equipment lease lines for an
  additional $250 million. We and Toshiba will each separately market and sell any
  products developed and manufactured under this relationship. We do not expect
  any material revenues from the 512 megabit technology for at least one year and
  from the 1 gigabit technology for at least two years. A definitive agreement
  based upon this memorandum of understanding is being negotiated and is expected
  to be concluded by January 2000, subject to final approval by our board of
  directors and that of Toshiba. We cannot assure you that we will successfully
  negotiate and enter into a definitive agreement relating to this joint venture.
  Moreover, once entered into, there are a number of risks applicable to this
  venture which could affect its success including risks relating to funding,
  output capacity, timely development of the 512 megabit and 1 gigabit flash
  memory chips and higher than usual expenses during the equipping, startup and
  production phases.
  
     Effects of Taiwan Earthquake
  
     In September 1999, both USIC and USC, the foundries that currently produce
  all of our flash memory wafers, were damaged and temporarily shut down by an
  earthquake in Taiwan. As a result, 8 to 10% of the silicon wafers in production
  at the time of the earthquake had to be discarded and no new wafers could be
  manufactured for 11 days, resulting in the loss or destruction of a portion of
  our fourth quarter wafer supply. We expect that our existing silicon wafer
  inventory, combined with our planned output from USIC and USC, will allow us to
  ship more megabytes in the fourth quarter of 1999 than in the third quarter of
  1999. However, due to this disruption in wafer supply, we expect fourth quarter
  financial results to be affected by spot shortages and increased expediting
  costs and that our quarter-over-quarter revenue growth rate in the fourth
  quarter will be lower than in the third quarter. This expectation
  is based, however, on the assumption that resumed production will continue at
  historical rates. Additional earthquakes, aftershocks or other natural
  disasters in Taiwan could preclude us from obtaining an adequate supply of
  wafers to fill customer orders, and could significantly harm our business,
  financial condition and results of operations.
  
     Developments regarding Seagate Technology, Inc.
  
     As of August 6, 1999, Seagate Technology, Inc., our largest stockholder,
  beneficially owned 6,141,374 shares, or 22.5%, of our common stock. In October
  1999, Seagate determined that it would not proceed with its proposed sale of
  250,000 shares of our common stock in our proposed public offering of 3,000,000
  shares of common stock or its proposed sale of $200,000,000 of our common stock
  through the SanDisk PEPS Trust to holders of Premium Exchangeable Participating
  Shares, or PEPS, of the trust. Seagate has agreed not to sell or otherwise
  transfer 5,141,374 of its shares for a period of 90 days after the date of the
  final prospectus relating to the proposed offering. Other than our directors,
  executive officers and Seagate, no other stockholder is bound by a lock-up
  agreement with the underwriters. If Seagate were to sell all or part of the
  remaining 1,000,000 shares during this 90 day lock-up period, or the remainder
  of its shares after this period, or other stockholders were to sell their
  shares, the price of our common stock could fall significantly. In addition,
  sales of a significant amount of our common stock in the open market by Seagate
  or other significant stockholders could make it more difficult for us to sell
  equity or equity-related securities in the future at a time and price that we
  deem appropriate. If this were to occur, and we were unable to raise capital
  through other means, our business, financial condition and results of operations
  could be materially harmed.
  
     On August 13, 1999, Thomas F. Mulvaney resigned from the board of directors
  of SanDisk Corporation.
  
  <TABLE>
  <CAPTION>
  
  <S>       <C>
  Item 7.   Exhibits.
            --------
  
    99.1    Press Release, dated October 13, 1999.
  </TABLE>
  <PAGE>
  
                                     SIGNATURE
  
    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.
  
  
  
                                SANDISK CORPORATION
  
  
  
  DATE:  October 21, 1999       By: /s/ Cindy Burgdorf
                                    -----------------------------------------
                                    Name:  Cindy Burgdorf
                                    Title:  Chief Financial Officer
  <PAGE>
  
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  
    <S>                                 <C>
    Exhibit                             Document Description
     Number                             --------------------
    --------
  
      99.1                              Press Release, dated October 13, 1999.
  
  </TABLE>
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text: 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)   August 13, 1999
                                                     ---------------------------
  
                                SANDISK CORPORATION
  ------------------------------------------------------------------------------
                (Exact name of registrant as specified in charter)
  Delaware                   0-26734                77-0191793
  ------------------------------------------------------------------------------
  (State or other jurisdiction    (Commission            (IRS Employer
       of incorporation)          File Number)          Identification No.)
  140 Caspian Court, Sunnyvale, California                    94089
  ------------------------------------------------------------------------------
  (Address of principal executive offices)                  (Zip Code)
  
  Registrant's telephone number, including area code     (408) 542-0500
                                                    ----------------------------
  
                                     None
  ------------------------------------------------------------------------------
           (Former name or former address, if changed since last report.)
  Item 5.  Other Events.
           ------------
  
   Third Quarter Results
  
     Total revenues for the quarter ended September 30, 1999 were $67.5 million,
  an increase of 29% from $52.5 million for the quarter ended June 30, 1999.
  Product revenue for the third quarter of 1999 was $57.6 million, an increase of
  36% from $42.3 million in the previous quarter, which was due primarily to
  increased sales of our CompactFlash and MultiMediaCard products.
  
     Total unit shipments increased 24% during the third quarter compared to the
  previous quarter. CompactFlash revenues represented 63% of our third quarter
  product revenues, up from 56% in the prior quarter, while FlashDisk products
  accounted for 20% of product revenues, down from 28% in the prior quarter.
  MultiMediaCard unit sales grew 66% and represented 9% of our product revenues
  compared to 6% in the previous quarter. Overall average selling prices per unit
  were flat for the second consecutive quarter as price declines were offset by a
  shift in product mix to higher capacity cards. The average selling price per
  megabyte of capacity shipped declined by 19% quarter to quarter, while the
  average capacity per unit shipped increased 23%.
  
     Approximately 74% of SanDisk's sales in the third quarter of 1999 came from
  the consumer market, with the remainder coming from industrial and
  telecommunications customers. Our top 10 customers represented 55% of product
  revenue in the third quarter.
  
     License and royalty revenue for the third quarter was $9.9 million, down
  slightly from the previous quarter. License and royalty revenue represented 15%
  of total revenue in the third quarter of 1999 compared to 20% in the previous
  quarter.
  
     In the quarter ended September 30, 1999, total gross margin was 35% compared
  to 41% in the previous quarter. Product gross margin decreased to 24% of
  product revenues from 27% in the previous quarter. The decrease in product
  gross margin was primarily due to lower than anticipated yields on our 128
  megabit and MultiMediaCard stacked die products, increased manufacturing costs
  due to spot shortages of critical components experienced during the quarter and
  a decline of 19% in the average selling price per megabyte.
  
     Operating expenses for the quarter ended September 30, 1999, were $16.7
  million, an increase of 14% from $14.7 million in the prior quarter. The
  increase was primarily due to higher research and development expenses for
  advanced technologies, increased salaries and payroll related expenses, and
  increased commissions and marketing expenses. Third quarter operating expenses
  represented 25% of total revenues compared to 28% in the prior quarter. We
  expect expenses to increase in absolute dollars in the fourth quarter as we
  continue to accelerate our investments in research and development to support
  the 256 megabit and MultiMediaCard production ramp up and in sales and
  marketing for the expansion of the retail channel in our U.S., Japanese and
  European markets.
  
     Interest and other income was $2.8 million compared to $1.5 million in the
  previous quarter due primarily to foreign exchange gains experienced during the
  quarter on our Japanese yen based assets.
  
     Net income in the quarter was $6.5 million, an increase of 14% from $5.7
  million in the previous quarter. Basic earnings per share was $0.24 and diluted
  earnings per share was $0.21 for the quarter, compared to basic earnings per
  share of $0.21 and diluted earnings per share of $0.19 in the second quarter of
  1999.
  
     On October 13, 1999, we issued a press release announcing our third quarter
  results. A copy of this press release is attached hereto as Exhibit 99.1 and
  incorporated herein by reference.
  
  Matsushita and Toshiba Collaboration
  
     On August 25, 1999, SanDisk announced a collaboration with Matsushita and
  Toshiba under which we will jointly develop and promote a next generation flash
  memory card called the Secure Digital Memory Card. The Secure Digital Memory
  Card is an enhanced version of our MultiMediaCard that will incorporate
  advanced security and copyright protection features required by the emerging
  markets for the electronic distribution of music, video and other copyrighted
  works.
  
     Under the terms of this cooperation, we, along with Matsushita and Toshiba,
  will establish a licensing entity that will license the Secure Digital Memory
  Card to both memory card manufacturers and manufacturers of consumer
  electronics devices, including MP3 portable music players. In addition,
  Matsushita and Toshiba will sell their own Secure Digital Memory Card products.
  A memorandum of understanding has been signed by the three companies with
  respect to this collaboration and negotiations for a definitive agreement are
  underway, but we cannot assure you that these negotiations will be successful
  or that we, Matsushita and Toshiba will enter into a definitive agreement.
  
     The Secure Digital Memory Card will incorporate a number of new features,
  including Secure Digital Music Initiative, or SDMI, compliant security and copy
  protection, a mechanical write protect switch and a high data transfer rate.
  The Secure Digital Memory Card is slightly thicker and uses a different
  interface than our MultiMediaCard. Because of these differences, the Secure
  Digital Memory Card will not work in current products that include a
  MultiMediaCard slot. However, our MultiMediaCard products are forward
  compatible and will work in Secure Digital Memory Card slots. We expect to
  begin shipping our Secure Digital Memory Card products in 32 and 64 megabyte
  capacities in the second quarter of 2000. We cannot assure you that the Secure
  Digital Memory Card will gain widespread adoption by consumers, be supported by
  content providers or that it will be able to compete successfully against
  alternative card formats, such as Sony's Memory Stick.
  
   Toshiba Memorandum of Understanding
  
     In October 1999, we entered into a nonbinding memorandum of understanding
  with Toshiba providing for the joint development and manufacturing of 512
  megabit and 1 gigabit flash memory chips and Secure Digital Memory Card
  controllers. As part of this collaboration, we and Toshiba plan to employ
  Toshiba's future 0.16 micron and 0.13 micron NAND flash integrated circuit
  manufacturing technology and our multilevel cell flash and controller system
  technology. Further, we and Toshiba intend to form and fund a joint venture to
  equip and operate a silicon wafer manufacturing line in Virginia. In addition,
  the joint venture may purchase wafers from a fabrication facility in Japan to
  meet the parties' wafer requirements. The cost of equipping the Virginia wafer
  manufacturing line is estimated at between $700 million and $800 million. We, as
  part of our 50% ownership of the joint venture, expect to invest up to $150
  million in cash, and, if necessary, guarantee equipment lease lines for an
  additional $250 million. We and Toshiba will each separately market and sell any
  products developed and manufactured under this relationship. We do not expect
  any material revenues from the 512 megabit technology for at least one year and
  from the 1 gigabit technology for at least two years. A definitive agreement
  based upon this memorandum of understanding is being negotiated and is expected
  to be concluded by January 2000, subject to final approval by our board of
  directors and that of Toshiba. We cannot assure you that we will successfully
  negotiate and enter into a definitive agreement relating to this joint venture.
  Moreover, once entered into, there are a number of risks applicable to this
  venture which could affect its success including risks relating to funding,
  output capacity, timely development of the 512 megabit and 1 gigabit flash
  memory chips and higher than usual expenses during the equipping, startup and
  production phases.
  
     Effects of Taiwan Earthquake
  
     In September 1999, both USIC and USC, the foundries that currently produce
  all of our flash memory wafers, were damaged and temporarily shut down by an
  earthquake in Taiwan. As a result, 8 to 10% of the silicon wafers in production
  at the time of the earthquake had to be discarded and no new wafers could be
  manufactured for 11 days, resulting in the loss or destruction of a portion of
  our fourth quarter wafer supply. We expect that our existing silicon wafer
  inventory, combined with our planned output from USIC and USC, will allow us to
  ship more megabytes in the fourth quarter of 1999 than in the third quarter of
  1999. However, due to this disruption in wafer supply, we expect fourth quarter
  financial results to be affected by spot shortages and increased expediting
  costs and that our quarter-over-quarter revenue growth rate in the fourth
  quarter will be lower than in the third quarter. This expectation
  is based, however, on the assumption that resumed production will continue at
  historical rates. Additional earthquakes, aftershocks or other natural
  disasters in Taiwan could preclude us from obtaining an adequate supply of
  wafers to fill customer orders, and could significantly harm our business,
  financial condition and results of operations.
  
     Developments regarding Seagate Technology, Inc.
  
     As of August 6, 1999, Seagate Technology, Inc., our largest stockholder,
  beneficially owned 6,141,374 shares, or 22.5%, of our common stock. In October
  1999, Seagate determined that it would not proceed with its proposed sale of
  250,000 shares of our common stock in our proposed public offering of 3,000,000
  shares of common stock or its proposed sale of $200,000,000 of our common stock
  through the SanDisk PEPS Trust to holders of Premium Exchangeable Participating
  Shares, or PEPS, of the trust. Seagate has agreed not to sell or otherwise
  transfer 5,141,374 of its shares for a period of 90 days after the date of the
  final prospectus relating to the proposed offering. Other than our directors,
  executive officers and Seagate, no other stockholder is bound by a lock-up
  agreement with the underwriters. If Seagate were to sell all or part of the
  remaining 1,000,000 shares during this 90 day lock-up period, or the remainder
  of its shares after this period, or other stockholders were to sell their
  shares, the price of our common stock could fall significantly. In addition,
  sales of a significant amount of our common stock in the open market by Seagate
  or other significant stockholders could make it more difficult for us to sell
  equity or equity-related securities in the future at a time and price that we
  deem appropriate. If this were to occur, and we were unable to raise capital
  through other means, our business, financial condition and results of operations
  could be materially harmed.
  
     On August 13, 1999, Thomas F. Mulvaney resigned from the board of directors
  of SanDisk Corporation.
  Item 7.   Exhibits.
            --------
  
    99.1    Press Release, dated October 13, 1999.
  SIGNATURE
  
    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.
  
                                SANDISK CORPORATION
  
  DATE:  October 21, 1999       By: /s/ Cindy Burgdorf
                                    -----------------------------------------
                                    Name:  Cindy Burgdorf
                                    Title:  Chief Financial Officer
  EXHIBIT INDEX
  Exhibit                             Document Description
     Number                             --------------------
    --------
  
      99.1                              Press Release, dated October 13, 1999.