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)       April 18, 1997
                                                 ---------------------------


                               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.)





<PAGE>



Item 5.  Other Events.

                  On  April  18,  1997,   the  Board  of  Directors  of  SanDisk
Corporation (the "Company")  declared a dividend of one preferred share purchase
right (a "Right") for each outstanding  share of common stock,  $0.001 par value
(the "Common Shares"), of the Company. The dividend is payable on April 28, 1997
(the  "Record  Date") to the  stockholders  of record on that  date.  Each Right
entitles the registered holder to purchase from the Company one one-hundredth of
a share of Series A Junior Participating  Preferred Stock, $0.001 par value (the
"Preferred  Shares"),  of the Company at a price of $65.00 per one one-hundredth
of a  Preferred  Share  (the  "Purchase  Price"),  subject  to  adjustment.  The
description  and terms of the  Rights are set forth in a Rights  Agreement  (the
"Rights  Agreement")  between the Company and Harris Trust and Savings  Bank, as
Rights Agent (the "Rights Agent").


                  Until  the  earlier  to occur of (i) ten  (10)  business  days
following  a public  announcement  that a  person  or  group  of  affiliated  or
associated persons (an "Acquiring Person") have acquired beneficial ownership of
15% or more of the outstanding  Common Shares or (ii) ten (10) business days (or
such later date as may be determined  by action of the Board of Directors  prior
to  such  time  as  any  Person  becomes  an  Acquiring  Person)  following  the
commencement  of, or  announcement  of an  intention  to make, a tender offer or
exchange  offer  the  consummation  of  which  would  result  in the  beneficial
ownership by a person or group of 15% or more of such outstanding  Common Shares
(the earlier of such dates being  called the  "Distribution  Date"),  the Rights
will  be  evidenced,  with  respect  to  any of the  Common  Share  certificates
outstanding as of the Record Date, by such Common Share certificate.

                  The Rights  Agreement  provides that,  until the  Distribution
Date, the Rights will be transferred with and only with the Common Shares. Until
the Distribution Date (or earlier  redemption or expiration of the Rights),  new
Common Share  certificates  issued after the Record Date,  upon  transfer or new
issuance of Common  Shares,  will  contain a notation  incorporating  the Rights
Agreement by reference.  Until the Distribution  Date (or earlier  redemption or
expiration of the Rights),  the surrender for transfer of any  certificates  for
Common  Shares  outstanding  as of the  Record  Date  will also  constitute  the
transfer of the Rights  associated  with the Common Shares  represented  by such
certificate.  As soon as practicable  following the Distribution Date,  separate
certificates  evidencing  the Rights  ("Right  Certificates")  will be mailed to
holders  of record of the  Common  Shares  as of the  close of  business  on the
Distribution Date and such separate Right  Certificates  alone will evidence the
Rights.

                  The Rights are not exercisable  until the  Distribution  Date.
The Rights  will  expire at the close of  business on April 28, 2007 (the "Final
Expiration  Date"),  unless the Final  Expiration Date is extended or unless the
Rights are earlier redeemed by the Company, in each case as described below.

                  The Purchase Price payable, and the number of Preferred Shares
or other  securities  or  property  issuable,  upon  exercise  of the Rights are
subject to adjustment from time to time to prevent  dilution (i) in the event of
a stock dividend on, or a subdivision,  combination or reclassification  of, the
Preferred  Shares,  (ii) upon the grant to  holders of the  Preferred  Shares of
certain  rights or warrants to subscribe for or purchase  Preferred  Shares at a
price, or securities  convertible into Preferred Shares with a conversion price,
less than the then current market price of the Preferred  Shares,  or (iii) upon
the distribution to holders of the Preferred Shares of evidences of indebtedness
or assets  (excluding  regular  periodic cash  dividends paid out of earnings or
retained  earnings or dividends  payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).

                  The  number  of  outstanding  Rights  and  the  number  of one
one-hundredths  of a Preferred  Share  issuable  upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or  subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.


                                       2.
<PAGE>


                  Preferred Shares  purchasable upon exercise of the Rights will
not be  redeemable.  Each  Preferred  Share  will be  entitled  to an  aggregate
dividend of 100 times the dividend  declared per Common  Share.  In the event of
liquidation,  the  holders  of the  Preferred  Shares  will  be  entitled  to an
aggregate payment of 100 times the payment made per Common Share. Each Preferred
Share will have 100 votes,  voting together with the Common Shares.  Finally, in
the event of any merger,  consolidation  or other  transaction  in which  Common
Shares are exchanged, each Preferred Share will be entitled to receive 100 times
the amount received per Common Share.
These rights are protected by customary antidilution provisions.

                  Because  of the  nature  of the  Preferred  Shares'  dividend,
liquidation and voting rights, the value of the one one-hundredth  interest in a
Preferred Share  purchasable upon exercise of each Right should  approximate the
value of one Common Share.

                  In the  event  that,  following  the  Distribution  Date,  the
Company is acquired in a merger or other business  combination  transaction,  or
50% or more of its  consolidated  assets  or  earning  power  are  sold,  proper
provision will be made so that each holder of a Right will  thereafter  have the
right to receive,  upon the exercise  thereof at the then current exercise price
of the Right,  that number of shares of common  stock of the  acquiring  company
which at the time of such  transaction will have a market value of two times the
exercise price of the Right.

                  In the  event  that  any  person  or group  of  affiliated  or
associated  persons  becomes  the  beneficial  owner  of  15%  or  more  of  the
outstanding  Common  Shares  (except  pursuant to a tender  offer for all of the
Common Shares at a price and on terms determined by a majority of the Continuing
Directors to be fair to and  otherwise in the best  interests of the Company and
its stockholders),  each holder of a Right, other than Rights beneficially owned
by the Acquiring  Person (which will  thereafter be void),  will thereafter have
the right to receive upon exercise that number of Common Shares (or cash,  other
securities or property) having a market value of two times the exercise price of
the Right.

                  At any time  after  the  acquisition  by a person  or group of
affiliated or associated  persons of beneficial  ownership of 15% or more of the
outstanding  Common Shares and prior to the  acquisition by such person or group
of 50% or more of the outstanding  Common Shares,  the Board of Directors of the
Company may exchange  the Rights  (other than the Rights owned by such person or
group which have become void),  in whole or in part, at an exchange ratio of one
Common Share (or a fraction of a Preferred Share having equivalent market value)
per Right (subject to adjustment).

                  With certain  exceptions,  no adjustment in the Purchase Price
will be required until cumulative  adjustments require an adjustment of at least
1% in such Purchase Price. No fractional  Preferred Shares will be issued (other
than fractions which are integral  multiples of one one-hundredth of a Preferred
Share,  which may, at the  election of the Company,  be evidenced by  depositary
receipts) and, in lieu thereof,  an adjustment in cash will be made based on the
market price of the  Preferred  Shares on the last trading day prior to the date
of exercise.

                  At any time prior to the tenth  (10th)  business day after the
Distribution  Date  (unless  the Board of  Directors  extends  such ten (10) day
period),  the Board of  Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $0.01 per Right (the  "Redemption  Price"),  upon
the approval of a majority of the  Continuing  Directors.  The redemption of the
Rights may be made effective at such time on such basis and with such conditions
as the Board of Directors in its sole discretion may establish. Immediately upon
any  redemption of the Rights,  the right to exercise the Rights will  terminate
and the only right of the holders of Rights  will be to receive  the  Redemption
Price. The Rights are also redeemable under other  circumstances as specified in
the Rights Agreement.

                  The  terms  of the  Rights  may be  amended  by the  Board  of
Directors of the Company without the consent of the holders of the Rights,  upon
the approval of a majority of the Continuing  Directors,  including an amendment
to lower certain thresholds  described above to not less than the greater of (i)
any percentage

                                       3.
<PAGE>


greater than the largest  percentage of the outstanding Common Shares then known
to the Company to be beneficially  owned by any person or group of affiliated or
associated  persons and (ii) 15%,  except  that from and after the  Distribution
Date no such amendment may adversely  affect the interests of the holders of the
Rights.

                  Until a Right is exercised,  the holder thereof, as such, will
have no rights as a stockholder of the Company,  including,  without limitation,
the right to vote or to receive dividends.

                  The Rights have certain anti-takeover effects. The Rights will
cause  substantial  dilution  to a person or group that  attempts to acquire the
Company  on terms not  approved  by the  Company's  Board of  Directors,  except
pursuant  to an offer  conditioned  on a  substantial  number  of  Rights  being
acquired.  The Rights  should not  interfere  with any merger or other  business
combination  approved by the Board of Directors since the Rights may be redeemed
by the Company at the Redemption Price prior to the occurrence of a Distribution
Date.

                  The Rights Agreement,  dated as of April 18, 1997, between the
Company and the Rights Agent,  specifying  the terms of the Rights,  is attached
hereto as an exhibit and is  incorporated  herein by  reference.  The  foregoing
description  of the Rights is  qualified  in its  entirety by  reference to such
exhibit.  The Certificate of Designation  for the Series A Junior  Participating
Preferred Stock is attached hereto as an exhibit.  The foregoing  description of
the Series A Junior  Participating  Preferred Stock is qualified in its entirety
by reference to such exhibit.


Item 7.   Exhibits.


         3.5      Certificate   of   Designation   for  the   Series   A  Junior
                  Participating  Preferred  Stock,  as filed  with the  Delaware
                  Secretary of State on April 24, 1997.

         4.8      Form of Rights Agreement,  dated as of April 18, 1997, between
                  the Company and Harris Trust and Savings Bank,  which includes
                  the form of Certificate of Designation for the Series A Junior
                  Participating  Preferred Stock as Exhibit A, the form of Right
                  Certificate as Exhibit B and the Summary of Rights to Purchase
                  Preferred   Shares  as  Exhibit  C.  Pursuant  to  the  Rights
                  Agreement, printed Right Certificates will not be mailed until
                  as soon as  practicable  after the earlier of the tenth (10th)
                  business day after public  announcement that a person or group
                  has acquired beneficial ownership of 15% or more of the Common
                  Shares or the tenth (10th) business day (or such later date as
                  may be determined by action of the Board of Directors) after a
                  person  commences,  or announces its intention to commence,  a
                  tender offer or exchange offer the consummation of which would
                  result in the beneficial ownership by a person or group of 15%
                  or more of the Common Shares.



                                       4.
<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 thereunto duly authorized.


                                                     SANDISK CORPORATION



DATE:  April 28, 1997                     By:  /s/ Cindy Burgdorf
                                               -----------------------
                                               Name:   Cindy Burgdorf
                                               Title:  Chief Financial Officer




<PAGE>



                                  EXHIBIT INDEX


Exhibit
Number                              Document Description

     3.5          Certificate   of   Designation   for  the   Series   A  Junior
                  Participating  Preferred  Stock,  as filed  with the  Delaware
                  Secretary of State on April 24, 1997.

     4.8          Form of Rights Agreement,  dated as of April 18, 1997, between
                  the Company and Harris Trust and Savings Bank,  which includes
                  the form of Certificate of Designation for the Series A Junior
                  Participating  Preferred Stock as Exhibit A, the form of Right
                  Certificate as Exhibit B and the Summary of Rights to Purchase
                  Preferred   Shares  as  Exhibit  C.  Pursuant  to  the  Rights
                  Agreement, printed Right Certificates will not be mailed until
                  as soon as  practicable  after the earlier of the tenth (10th)
                  business day after public  announcement that a person or group
                  has acquired beneficial ownership of 15% or more of the Common
                  Shares or the tenth (10th) business day (or such later date as
                  may be determined by action of the Board of Directors) after a
                  person  commences,  or announces its intention to commence,  a
                  tender offer or exchange offer the consummation of which would
                  result in the beneficial ownership by a person or group of 15%
                  or more of the Common Shares.
[{"type": "8-K", "sequence": "1", "description": "REPORT ON FORM 8-K", "secsgml_size_bytes": 16496}]
{"company-data": {"conformed-name": "SANDISK CORP", "cik": "0001000180", "assigned-sic": "3572", "irs-number": "770191793", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26734", "film-number": "97588649"}, "business-address": {"street1": "3270 JAY ST", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4085620500"}, "mail-address": {"street1": "3270 JAY ST", "city": "SANTA CLARA", "state": "CA", "zip": "95054"}}
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)       April 18, 1997
                                                 ---------------------------

                               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.

                  On  April  18,  1997,   the  Board  of  Directors  of  SanDisk
Corporation (the "Company")  declared a dividend of one preferred share purchase
right (a "Right") for each outstanding  share of common stock,  $0.001 par value
(the "Common Shares"), of the Company. The dividend is payable on April 28, 1997
(the  "Record  Date") to the  stockholders  of record on that  date.  Each Right
entitles the registered holder to purchase from the Company one one-hundredth of
a share of Series A Junior Participating  Preferred Stock, $0.001 par value (the
"Preferred  Shares"),  of the Company at a price of $65.00 per one one-hundredth
of a  Preferred  Share  (the  "Purchase  Price"),  subject  to  adjustment.  The
description  and terms of the  Rights are set forth in a Rights  Agreement  (the
"Rights  Agreement")  between the Company and Harris Trust and Savings  Bank, as
Rights Agent (the "Rights Agent").

                  Until  the  earlier  to occur of (i) ten  (10)  business  days
following  a public  announcement  that a  person  or  group  of  affiliated  or
associated persons (an "Acquiring Person") have acquired beneficial ownership of
15% or more of the outstanding  Common Shares or (ii) ten (10) business days (or
such later date as may be determined  by action of the Board of Directors  prior
to  such  time  as  any  Person  becomes  an  Acquiring  Person)  following  the
commencement  of, or  announcement  of an  intention  to make, a tender offer or
exchange  offer  the  consummation  of  which  would  result  in the  beneficial
ownership by a person or group of 15% or more of such outstanding  Common Shares
(the earlier of such dates being  called the  "Distribution  Date"),  the Rights
will  be  evidenced,  with  respect  to  any of the  Common  Share  certificates
outstanding as of the Record Date, by such Common Share certificate.

                  The Rights  Agreement  provides that,  until the  Distribution
Date, the Rights will be transferred with and only with the Common Shares. Until
the Distribution Date (or earlier  redemption or expiration of the Rights),  new
Common Share  certificates  issued after the Record Date,  upon  transfer or new
issuance of Common  Shares,  will  contain a notation  incorporating  the Rights
Agreement by reference.  Until the Distribution  Date (or earlier  redemption or
expiration of the Rights),  the surrender for transfer of any  certificates  for
Common  Shares  outstanding  as of the  Record  Date  will also  constitute  the
transfer of the Rights  associated  with the Common Shares  represented  by such
certificate.  As soon as practicable  following the Distribution Date,  separate
certificates  evidencing  the Rights  ("Right  Certificates")  will be mailed to
holders  of record of the  Common  Shares  as of the  close of  business  on the
Distribution Date and such separate Right  Certificates  alone will evidence the
Rights.

                  The Rights are not exercisable  until the  Distribution  Date.
The Rights  will  expire at the close of  business on April 28, 2007 (the "Final
Expiration  Date"),  unless the Final  Expiration Date is extended or unless the
Rights are earlier redeemed by the Company, in each case as described below.

                  The Purchase Price payable, and the number of Preferred Shares
or other  securities  or  property  issuable,  upon  exercise  of the Rights are
subject to adjustment from time to time to prevent  dilution (i) in the event of
a stock dividend on, or a subdivision,  combination or reclassification  of, the
Preferred  Shares,  (ii) upon the grant to  holders of the  Preferred  Shares of
certain  rights or warrants to subscribe for or purchase  Preferred  Shares at a
price, or securities  convertible into Preferred Shares with a conversion price,
less than the then current market price of the Preferred  Shares,  or (iii) upon
the distribution to holders of the Preferred Shares of evidences of indebtedness
or assets  (excluding  regular  periodic cash  dividends paid out of earnings or
retained  earnings or dividends  payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).

                  The  number  of  outstanding  Rights  and  the  number  of one
one-hundredths  of a Preferred  Share  issuable  upon exercise of each Right are
also subject to adjustment in the event of a stock split of the Common Shares or
a stock dividend on the Common Shares payable in Common Shares or  subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.

                                       2.
Preferred Shares  purchasable upon exercise of the Rights will
not be  redeemable.  Each  Preferred  Share  will be  entitled  to an  aggregate
dividend of 100 times the dividend  declared per Common  Share.  In the event of
liquidation,  the  holders  of the  Preferred  Shares  will  be  entitled  to an
aggregate payment of 100 times the payment made per Common Share. Each Preferred
Share will have 100 votes,  voting together with the Common Shares.  Finally, in
the event of any merger,  consolidation  or other  transaction  in which  Common
Shares are exchanged, each Preferred Share will be entitled to receive 100 times
the amount received per Common Share.
These rights are protected by customary antidilution provisions.

                  Because  of the  nature  of the  Preferred  Shares'  dividend,
liquidation and voting rights, the value of the one one-hundredth  interest in a
Preferred Share  purchasable upon exercise of each Right should  approximate the
value of one Common Share.

                  In the  event  that,  following  the  Distribution  Date,  the
Company is acquired in a merger or other business  combination  transaction,  or
50% or more of its  consolidated  assets  or  earning  power  are  sold,  proper
provision will be made so that each holder of a Right will  thereafter  have the
right to receive,  upon the exercise  thereof at the then current exercise price
of the Right,  that number of shares of common  stock of the  acquiring  company
which at the time of such  transaction will have a market value of two times the
exercise price of the Right.

                  In the  event  that  any  person  or group  of  affiliated  or
associated  persons  becomes  the  beneficial  owner  of  15%  or  more  of  the
outstanding  Common  Shares  (except  pursuant to a tender  offer for all of the
Common Shares at a price and on terms determined by a majority of the Continuing
Directors to be fair to and  otherwise in the best  interests of the Company and
its stockholders),  each holder of a Right, other than Rights beneficially owned
by the Acquiring  Person (which will  thereafter be void),  will thereafter have
the right to receive upon exercise that number of Common Shares (or cash,  other
securities or property) having a market value of two times the exercise price of
the Right.

                  At any time  after  the  acquisition  by a person  or group of
affiliated or associated  persons of beneficial  ownership of 15% or more of the
outstanding  Common Shares and prior to the  acquisition by such person or group
of 50% or more of the outstanding  Common Shares,  the Board of Directors of the
Company may exchange  the Rights  (other than the Rights owned by such person or
group which have become void),  in whole or in part, at an exchange ratio of one
Common Share (or a fraction of a Preferred Share having equivalent market value)
per Right (subject to adjustment).

                  With certain  exceptions,  no adjustment in the Purchase Price
will be required until cumulative  adjustments require an adjustment of at least
1% in such Purchase Price. No fractional  Preferred Shares will be issued (other
than fractions which are integral  multiples of one one-hundredth of a Preferred
Share,  which may, at the  election of the Company,  be evidenced by  depositary
receipts) and, in lieu thereof,  an adjustment in cash will be made based on the
market price of the  Preferred  Shares on the last trading day prior to the date
of exercise.

                  At any time prior to the tenth  (10th)  business day after the
Distribution  Date  (unless  the Board of  Directors  extends  such ten (10) day
period),  the Board of  Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $0.01 per Right (the  "Redemption  Price"),  upon
the approval of a majority of the  Continuing  Directors.  The redemption of the
Rights may be made effective at such time on such basis and with such conditions
as the Board of Directors in its sole discretion may establish. Immediately upon
any  redemption of the Rights,  the right to exercise the Rights will  terminate
and the only right of the holders of Rights  will be to receive  the  Redemption
Price. The Rights are also redeemable under other  circumstances as specified in
the Rights Agreement.

                  The  terms  of the  Rights  may be  amended  by the  Board  of
Directors of the Company without the consent of the holders of the Rights,  upon
the approval of a majority of the Continuing  Directors,  including an amendment
to lower certain thresholds  described above to not less than the greater of (i)
any percentage

                                       3.
greater than the largest  percentage of the outstanding Common Shares then known
to the Company to be beneficially  owned by any person or group of affiliated or
associated  persons and (ii) 15%,  except  that from and after the  Distribution
Date no such amendment may adversely  affect the interests of the holders of the
Rights.

                  Until a Right is exercised,  the holder thereof, as such, will
have no rights as a stockholder of the Company,  including,  without limitation,
the right to vote or to receive dividends.

                  The Rights have certain anti-takeover effects. The Rights will
cause  substantial  dilution  to a person or group that  attempts to acquire the
Company  on terms not  approved  by the  Company's  Board of  Directors,  except
pursuant  to an offer  conditioned  on a  substantial  number  of  Rights  being
acquired.  The Rights  should not  interfere  with any merger or other  business
combination  approved by the Board of Directors since the Rights may be redeemed
by the Company at the Redemption Price prior to the occurrence of a Distribution
Date.

                  The Rights Agreement,  dated as of April 18, 1997, between the
Company and the Rights Agent,  specifying  the terms of the Rights,  is attached
hereto as an exhibit and is  incorporated  herein by  reference.  The  foregoing
description  of the Rights is  qualified  in its  entirety by  reference to such
exhibit.  The Certificate of Designation  for the Series A Junior  Participating
Preferred Stock is attached hereto as an exhibit.  The foregoing  description of
the Series A Junior  Participating  Preferred Stock is qualified in its entirety
by reference to such exhibit.

Item 7.   Exhibits.

         3.5      Certificate   of   Designation   for  the   Series   A  Junior
                  Participating  Preferred  Stock,  as filed  with the  Delaware
                  Secretary of State on April 24, 1997.

         4.8      Form of Rights Agreement,  dated as of April 18, 1997, between
                  the Company and Harris Trust and Savings Bank,  which includes
                  the form of Certificate of Designation for the Series A Junior
                  Participating  Preferred Stock as Exhibit A, the form of Right
                  Certificate as Exhibit B and the Summary of Rights to Purchase
                  Preferred   Shares  as  Exhibit  C.  Pursuant  to  the  Rights
                  Agreement, printed Right Certificates will not be mailed until
                  as soon as  practicable  after the earlier of the tenth (10th)
                  business day after public  announcement that a person or group
                  has acquired beneficial ownership of 15% or more of the Common
                  Shares or the tenth (10th) business day (or such later date as
                  may be determined by action of the Board of Directors) after a
                  person  commences,  or announces its intention to commence,  a
                  tender offer or exchange offer the consummation of which would
                  result in the beneficial ownership by a person or group of 15%
                  or more of the Common Shares.

                                       4.
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 thereunto duly authorized.

                                                     SANDISK CORPORATION

DATE:  April 28, 1997                     By:  /s/ Cindy Burgdorf
                                               -----------------------
                                               Name:   Cindy Burgdorf
                                               Title:  Chief Financial Officer
EXHIBIT INDEX

Exhibit
Number                              Document Description

     3.5          Certificate   of   Designation   for  the   Series   A  Junior
                  Participating  Preferred  Stock,  as filed  with the  Delaware
                  Secretary of State on April 24, 1997.

     4.8          Form of Rights Agreement,  dated as of April 18, 1997, between
                  the Company and Harris Trust and Savings Bank,  which includes
                  the form of Certificate of Designation for the Series A Junior
                  Participating  Preferred Stock as Exhibit A, the form of Right
                  Certificate as Exhibit B and the Summary of Rights to Purchase
                  Preferred   Shares  as  Exhibit  C.  Pursuant  to  the  Rights
                  Agreement, printed Right Certificates will not be mailed until
                  as soon as  practicable  after the earlier of the tenth (10th)
                  business day after public  announcement that a person or group
                  has acquired beneficial ownership of 15% or more of the Common
                  Shares or the tenth (10th) business day (or such later date as
                  may be determined by action of the Board of Directors) after a
                  person  commences,  or announces its intention to commence,  a
                  tender offer or exchange offer the consummation of which would
                  result in the beneficial ownership by a person or group of 15%
                  or more of the Common Shares.