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)        October 22, 1998
                                                 ---------------------------


                               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  October  22,  1998,  the  Board of  Directors  of  SanDisk
Corporation (the "Company") amended its Rights Agreement,  dated April 18, 1997,
by and between the Company and Harris Trust & Savings Bank (the "Agreement"), to
delete "continuing director" provisions throughout the Agreement.

                  The  First  Amendment  to the  Rights  Agreement,  dated as of
October  22,  1998,  between  the  Company  and the  Rights  Agent,  eliminating
"continuing  director"  provisions,  is  attached  hereto as an  exhibit  and is
incorporated herein by reference.  The foregoing  description of the "continuing
director" provisions is qualified in its entirety by reference to such exhibit.


<PAGE>


Item 7.   Exhibits.

Exhibit
Number      Document Description
-------     --------------------------------------------------------------------

  4         The First Amendment to the Rights Agreement, dated as of October22,
            1998, by and between the Company and Harris Trust and Savings Bank.





<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:  January 5, 1999               By: /s/ Cindy Burgdorf   
                                        ----------------------
                                     Name: Cindy Burgdorf
                                     Title: Sr. VP Finance and Administration
                                            and Chief Financial Officer


<PAGE>



                                  EXHIBIT INDEX


Exhibit
Number      Document Description
-------     --------------------------------------------------------------------

  4         The First Amendment to the Rights Agreement, dated as of October22,
            1998, by and between the Company and Harris Trust and Savings Bank.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3316}]
{"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": "99502544"}, "business-address": {"street1": "140 CASPIAN COURT", "city": "SUNNYVALE", "state": "CA", "zip": "94089", "phone": "4085620500"}, "mail-address": {"street1": "140 CASPIAN COURT", "city": "SUNNYVALE", "state": "CA", "zip": "94089"}}
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)        October 22, 1998
                                                 ---------------------------

                               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  October  22,  1998,  the  Board of  Directors  of  SanDisk
Corporation (the "Company") amended its Rights Agreement,  dated April 18, 1997,
by and between the Company and Harris Trust & Savings Bank (the "Agreement"), to
delete "continuing director" provisions throughout the Agreement.

                  The  First  Amendment  to the  Rights  Agreement,  dated as of
October  22,  1998,  between  the  Company  and the  Rights  Agent,  eliminating
"continuing  director"  provisions,  is  attached  hereto as an  exhibit  and is
incorporated herein by reference.  The foregoing  description of the "continuing
director" provisions is qualified in its entirety by reference to such exhibit.
Item 7.   Exhibits.

Exhibit
Number      Document Description
-------     --------------------------------------------------------------------

  4         The First Amendment to the Rights Agreement, dated as of October22,
            1998, by and between the Company and Harris Trust and Savings Bank.
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:  January 5, 1999               By: /s/ Cindy Burgdorf   
                                        ----------------------
                                     Name: Cindy Burgdorf
                                     Title: Sr. VP Finance and Administration
                                            and Chief Financial Officer
EXHIBIT INDEX

Exhibit
Number      Document Description
-------     --------------------------------------------------------------------

  4         The First Amendment to the Rights Agreement, dated as of October22,
            1998, by and between the Company and Harris Trust and Savings Bank.