Press Releases

SanDisk to Offer $1 Billion of Convertible Senior Notes

May 8, 2006

SUNNYVALE, CA, May 8, 2006 - SanDisk® Corporation (NASDAQ: SNDK), the world's largest supplier of flash memory data storage card products, announced today that it plans to sell $1 billion principal amount of Convertible Senior Notes due in 2013 pursuant to a registration statement filed with the Securities and Exchange Commission today. In addition, the Company expects to grant the underwriters an option to purchase up to an additional $150 million principal amount of Notes from the Company to cover overallotments.

The net proceeds of the offering will be used for general corporate purposes, including capital expenditures for new and existing manufacturing facilities, development of new technologies, general working capital and other non-manufacturing capital expenditures. Proceeds may also be used to fund strategic investments or acquisitions of products, technologies or complementary businesses. No commitments or agreements have currently been made for any specific acquisitions. In order to reduce the potential dilution from conversion of the Notes, the Company intends to use a portion of the net proceeds of the offering to enter into one or more hedging transactions on its common stock with the underwriters and/or their affiliates.

Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. are the joint book running managers for the offering and Thomas Weisel Partners LLC is serving as a co-manager for the offering.

About the Offering
A preliminary prospectus supplement related to the offering will be filed with the Securities and Exchange Commission and will be available on the SEC's website www.sec.gov. Printed copies of the preliminary prospectus supplement relating to the offering may also be obtained from Morgan Stanley & Co. Incorporated, Prospectus Department, 180 Varick Street, New York, NY 10014 (telephone no. 212-761-6775) and Goldman, Sachs & Co., Attn: Prospectus Department, 85 Broad Street, New York, New York 10004.

The Company has filed a registration statement (including a prospectus and prospectus supplement) with the SEC for the offering. Before you invest, you should read the prospectus and prospectus supplement to that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and the offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by calling, if you are a retail investor, toll-free 1-800-584-6837 or if you are an institutional investor by calling toll-free 1-866-718-1649.

About SanDisk
SanDisk, the world's largest supplier of flash memory data storage card products, designs, manufactures and markets industry-standard, solid-state data, digital imaging and audio storage products using its patented, high density flash memory and controller technology.  SanDisk is based in Sunnyvale, CA.

Forward-Looking Statements
Statements contained in this press release that are not historical facts, including statements regarding the Company's intended use of proceeds from the offering, may be considered forward-looking statements as that item is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Many of these risks and uncertainties cannot be predicted with accuracy and some might not even be anticipated. Some of the factors that could significantly impact the forward-looking statements in this press release are discussed in the Company's reports filed with the Securities and Exchange Commission. Any forward-looking statement is qualified by reference to these risks and factors. These risks and factors are not exclusive, and the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this release except as required by law. Additional information regarding these and other factors may be contained in the Company's SEC filings, including without limitation, the prospectus supplement relating to this offering, the Company's Form 10-K for its fiscal year ended January 1, 2006, and its Form 10-Q for the fiscal quarter ended April 2, 2006. The Company's filings are available from the Securities and Exchange Commission or may be obtained on the Company's website at www.sandisk.com.

SanDisk's web site/home page address: http://www.sandisk.com.
SanDisk and the SanDisk logo are trademarks of SanDisk Corporation, registered in the U.S. and other countries.

Media:       
Mike Wong
SanDisk Corporation
mwong@SanDisk.com
(408) 548-0223

Investors:
Lori Barker Padon
SanDisk Corporation
lbarker@SanDisk.com
(408) 542-9565

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