To Our Employees: As we continue to build our Company, we…

To Our Employees:

        As we continue to build our Company, we desire to strengthen our reputation
as an organization with the highest ethical standards. We have done business and
will continue to do business with others with the requirement of practicing the
highest levels of integrity, honesty and fair dealing. Further, we must always engage
in lawful conduct. This means that we must always comply with the spirit and the
letter of the laws and regulations throughout the world that govern our business.
We consider these requirements to be the core of our value system. We continue to
adhere to this value system so that our stockholders, fellow employees and business
partners will equate the name "SanDisk" with excellence, accountability and
trustworthiness.

       The message I have for our employees is that it is essential that we all know
how to apply these rules of ethics in the workplace. For that reason, we have
created the SanDisk Worldwide Code of Business Conduct and Ethics.

        This Code of Ethics is intended to provide each of us with a roadmap to
ensure our daily compliance with laws and regulations and with our standards of
ethical business conduct. No Code of Ethics can provide definitive answers to all
questions or anticipate every ethical question that may present itself. For this we
rely on each person's good sense of what is required to adhere to these standards,
including a sense of when it is proper to seek guidance on the appropriate course of
conduct. Accordingly, within this document we have provided you with suggestions
of who to contact at SanDisk to help answer questions.

        Let me emphasize that this Code of Ethics shall apply to all employees,
including our executive officers and Board of Directors. No matter what country you
work in, or what your level of employment is within SanDisk, this Code of Ethics
applies to you. Violations of the Code of Ethics will be investigated and acted upon
in each and every case. Our reputation and continued success depends on all of us
making this Code of Ethics a part of our daily work life!

      Thank you for your commitment and adherence to the SanDisk Worldwide
Code of Business Conduct and Ethics.


Sincerely,



Eli Harari
Chairman and
Chief Executive Officer
        SanDisk Worldwide Code of Business Conduct and Ethics

I      Introduction

        The SanDisk Worldwide Code of Business Conduct and Ethics ("Code of
Ethics") is intended to ensure compliance with legal requirements and our standards
of business conduct and ethics. All Company employees are expected to read and
understand this Code of Ethics, uphold the rules and standards set forth herein,
comply with all applicable policies and procedures, and ensure that all agents and
contractors are aware of, understand and adhere to these rules and standards.
Because the principles described in this Code of Ethics are general in nature, you
should also review all applicable SanDisk policies and procedures for more specific
instructions, and contact the Human Resources Department or the Legal Department
if you have any questions.

       Please sign the acknowledgment form at the end of this document and return
the form to the Human Resources Department indicating that you have received,
read, understand and agree to comply with this Code of Ethics. The signed
acknowledgment form will be kept in your personnel file. Each year you will be
asked to sign an acknowledgment form indicating your continued understanding of
the Code of Ethics.

II     Administration of the Code of Ethics

       All managers are responsible for enforcement of the Code of Ethics within
their respective departments. SanDisk's General Counsel is the corporate officer
who will administer our overall compliance program. Any failure to adhere to the
standards outlined in this Code of Ethics must be reported directly to the General
Counsel, the Vice President of Human Resources, the Chief Financial Officer, or the
Internal Audit Department. Alternatively, violations of the Code of Ethics may be
reported to Ethics Point, Inc. on a confidential (or if you choose, an anonymous)
basis (see Section XVI) without fear of retribution. Employees, officers, directors,
contractors and agents of SanDisk Corporation, a Delaware Corporation, and its
subsidiaries (collectively "SanDisk" or the "Company"), are expected to read and
understand this Code of Ethics and adhere to its principles. In addition, our
employees, including our officers and our directors, as well as our contractors and
consultants are required to comply with all other applicable policies and procedures
of SanDisk.

III    Accuracy of Books and Records; Public Reports

       It is the policy of the Company to maintain all books, records and accounts in
reasonable detail and in accordance with generally accepted accounting principles
(GAAP) in order to accurately reflect all of the Company's transactions.          The
Company is required to maintain at all times a system of internal controls in order to
comply with the Sarbanes-Oxley Act of 2002. Further, we have a legal, moral and
ethical responsibility to provide full, fair, accurate, timely and understandable
disclosure regarding our business and financial condition in the periodic reports we



                                          2
are required to file with the United States Securities and Exchange Commission. Our
obligations under this section are of paramount importance. SanDisk expects all of
its personnel to take this responsibility very seriously and to provide prompt and
accurate answers to inquiries related to SanDisk's public disclosure requirements.
We rely on our employees to maintain books, records and accounts in reasonable
detail to accurately and fairly reflect all of the Company's transactions, and to retain
relevant documentation in accordance with Company records policies. Employees
must never, under any circumstance, engage in inaccurate, false or misleading
record keeping, even if one might believe the consequences of the inaccuracy would
be harmless. This policy of full, fair, accurate and timely recording of information
also extends to employees' maintenance of payroll time reports, expense reports,
credit card transactions and other Company record keeping.

       No false or artificial entries shall be made in the books and records of
SanDisk. No individual shall ever engage in any arrangement that results in such a
prohibited act.

       SanDisk's revenue recognition policy sets forth a prohibition on "side letters"
(written or oral agreements with customers that would modify or supercede the
terms of current or previous purchase orders or contracts with the customer).

        If you ever become aware of or suspect non-compliance with any of these
obligations, you must immediately report such information, including your
suspicions, to the Legal Department, the Human Resources Department or the
Internal Audit Department (alternatively, you may make a report through Ethics
Point, Inc. using the procedure described in Section XVI).

IV      SanDisk Code of Ethics for Financial Executives

         Certain employees have special duties to assure that our public filings provide
full, fair, accurate, timely and understandable information. The President and Chief
Executive Officer and the Chief Financial Officer bear a special responsibility for
promoting integrity throughout the organization. Because of their special roles,
these individuals are bound by the following Code of Ethics for Financial Executives.
Each agrees that he or she will adhere to and advocate the following principles and
responsibilities governing their professional and ethical conduct:

     A. To act with honesty and integrity, avoiding actual or apparent conflicts of
        interest in personal and professional relationships;

     B. To provide information that is accurate, complete, objective, relevant, timely
        and understandable to ensure full, fair, accurate, timely and understandable
        disclosure in reports and documents that SanDisk files with, or submits to,
        government agencies and in other public communications;

     C. To comply with all rules and regulations of federal, state, provincial and local
        governments, and other appropriate private and public regulatory agencies;

     D. To act in good faith, responsibly, with due care, competence and diligence,
        without misrepresenting material facts or allowing their independent
        judgment to be subordinated;




                                            3
    E. To respect the confidentiality of information acquired in the course of their
       work except when authorized or otherwise legally obligated to disclose.
       Confidential information acquired in the course of their work is not used for
       personal advantage;

    F. To share knowledge         and    maintain   skills   important   and   relevant   to
       stockholders' needs;

    G. To proactively promote ethical behavior as a responsible partner among peers
       in their work environment and their community;

    H. To achieve responsible use of and control over all assets and resources
       employed or entrusted to them; and

    I.   To promptly report to the Chairperson of the Audit Committee any conduct
         that they believe to be in violation of law, this Code of Ethics or of any
         provision of the SanDisk Code of Ethics for Financial Executives, including any
         transaction or relationship that reasonably could be expected to give rise to
         such a conflict.

V        Conflicts of Interest

        Employees may not participate in any activities that could conflict with their
responsibilities at SanDisk. A conflict of interest may arise when the personal
interests or activities of an employee (or a person having a close personal
relationship with the employee) appear to or may influence that employee's ability to
act in the best interests of SanDisk. As used in this Code of Ethics, a person or
persons "having a close personal relationship with the employee" refers to any and
all of the employee's spouse, or person living in a spousal (including same sex) or
familial fashion with the employee, siblings, children, parents, grandparents, step
relationships, in-laws and any persons living in the same home with the employee.

         A.     Outside Employment.

        Employees may not work for a supplier, reseller, customer or competitor
while working for SanDisk or do any work for, or provide assistance to, any third
party that may adversely affect their performance or judgment on the job. To avoid
a conflict of interest, employees should not use SanDisk time, facilities or materials
for outside employment that is not related to their job at SanDisk.

         B.     Outside Directorships.

       Without prior consent of the Company's Board of Directors, employees may
not serve as a member of the Board of Directors or in any similar capacity of any
company that competes with SanDisk. Although it may be permissible to serve as a
director of a SanDisk supplier, reseller, customer or other business partner,
employees must first obtain approval from SanDisk's President and Chief executive
Officer before accepting such a directorship or other similar position. SanDisk's
executive officers, including the President and CEO, must first obtain the consent of
the Nominating and Corporate Governance Committee of the Board of Directors
before accepting a new directorship position.       Any compensation received for
performance of duties as an outside director must be commensurate with the
assumed responsibilities for the company in question. When a SanDisk employee


                                             4
serves as an outside director of another company at the request of SanDisk
management, for example, in the case where SanDisk has made an equity
investment in a business partner or similar company, the SanDisk employee is not
permitted to receive compensation for services provided as an outside director.

C.     Investments.

        An employee may not own, directly or indirectly, a significant financial
interest in any business entity that does or seeks to do business with, or is in
competition with, SanDisk, unless he or she first obtains approval from the President
and Chief Executive Officer or the General Counsel. For this purpose, "a significant
financial interest" would include, for example, ownership by an employee or a person
having a close personal relationship with the employee, of more than 1% of the
outstanding securities or capital value of a corporation or other entity that is publicly
traded or more than 5% of the outstanding securities or capital value of a
corporation or other entity that is not publicly traded or an investment that is so
large either in absolute dollars or percentage of the individual's total investment
portfolio that it could create the appearance of a conflict of interest.

       D.     Related Person Transactions.

        Employees should avoid conducting SanDisk business with a person having a
close personal relationship with that employee, or with a business in which a person
having a close personal relationship with that employee is associated in any
significant role.

       You must fully disclose the nature of a related person transaction to your Vice
President who in turn will report the matter to the office of the General Counsel. Any
such relationships will be reviewed in accordance with SanDisk's Related Person
Transactions Policy and Procedures. Related person transactions involving SanDisk's
executive officers and/or the Board of Directors must be reviewed and acted upon in
accordance with SanDisk's Related Person Transactions Policy and Procedures. To
the extent required under applicable accounting rules, applicable law and
regulations, and securities market rules, SanDisk shall report related person
transactions.

       E.     Consultants and Agents.

       Whenever it becomes necessary to engage the services of an individual or
firm to consult for or represent SanDisk, managers should take care to ensure that
no conflicts of interest exist between the Company and the person or firm to be
retained. Consultants and agents of SanDisk shall maintain reputable business
standards and must be qualified to perform the desired services. Agreements with
consultants and agents must be in writing and signed by an authorized officer of the
Company. No employee may indirectly, through a consultant or agent, do anything
prohibited under this Code of Ethics or other SanDisk policies or procedures.

       Prior to engaging overseas consultants and agents, a due diligence process
must be undertaken that identifies the ownership and reputation of the entity as well
as securing a commitment to abide by all relevant anti-corruption laws, including the
United States Foreign Corrupt Practices Act and provides for inspection of the
consultant's or agent's business records by the Company.




                                           5
F.     Gifts and Entertainment.

       SanDisk employees and persons having a close personal relationship with
SanDisk employees must not give or receive valuable gifts (including gifts of
equipment, money or equivalents, discounts, personal services, use of facilities or
any other favored personal treatment) to or from any person associated with
SanDisk's suppliers, resellers, customers, competitors or other business partners.
This includes accepting the opportunity to buy `friends and family shares' from a
company where the SanDisk employee is now or is likely to become involved in the
evaluation, recommendation, negotiation or approval of current or prospective
business with that company.

        This is not intended to preclude SanDisk from receiving or evaluating
appropriate complimentary products or services. Nor is it intended to preclude
SanDisk from making a gift of equipment or Company products to a company or
organization, provided that the gift is openly given, with full knowledge by the
company or organization, and is consistent with applicable law. Inexpensive gifts
(under $50 dollars in value and which may never be in the form of cash or cash
equivalents), infrequent business meals, events that provide relevant continuing
education as a substantive component of the event, celebratory events and
entertainment, provided that they are neither excessive nor create an appearance of
impropriety, do not violate this policy. However, no employee may accept tickets or
invitations to entertainment when the prospective host will not be present at the
event with the employee. There must always be a business benefit or purpose for
accepting any gift or participating in a supplier-sponsored activity, and the gift or the
event must not influence, nor appear to influence, vendor or customer selection,
purchasing or other SanDisk business decisions. Notwithstanding the foregoing,
nothing of value may be given to foreign officials in contravention of relevant anti-
corruption laws, including the United States Foreign Corrupt Practices Act. (See
Section XII of this Code of Ethics). Questions regarding whether a particular
payment or gift violates this Code of Ethics are to be directed to the Human
Resources Department.

       G.     Industry Associations.

        Memberships, including director positions, in industry associations generally
do not present financial conflicts of interest. However, such positions may pose
significant non-financial conflicts for SanDisk or create the appearance of such a
conflict and could create risk for SanDisk's intellectual property interests.
Accordingly, no membership, including a director position, shall be entered into, or
even applied for, by SanDisk employees, without the express prior written approval
of the employee's Vice President and the General Counsel. Any such approved
associations must also have charter statements and operate under rules that are
consistent with antitrust laws.

       H.    Employment and Supervision of Persons Having a Close Relationship
with SanDisk Employees.

       SanDisk prohibits, without approval of the Vice President of Human
Resources, the employment of any person having a close personal relationship with
another SanDisk employee, in positions or assignments within the same department
or in positions that have a financial dependence or influence (e.g., an auditing and
control relationship, or a supervisor and subordinate relationship). If a question


                                           6
arises about whether an employment position comes within the scope of this
provision, the Human Resources Department is responsible for determining whether
an applicant or transferee will be eligible for the employment position.         If a
relationship within the scope of this provision exists or develops between two
employees, the employee in the senior position must bring this to the attention of his
or her supervisor. SanDisk may separate individuals covered by this provision at the
earliest possible time, either by reassignment or by termination of employment.

       I.     Corporate Opportunity.

       Employees, officers and directors may not exploit for their own personal gain
opportunities that are discovered through the use of SanDisk property, information
or position unless the opportunity is disclosed fully to SanDisk's Board of Directors
and the Board of Directors declines to pursue such opportunity. Contact the General
Counsel when you have questions about this provision. The General Counsel is
charged with the responsibility to report questions under this Section to the Board of
Directors.

       Further, employees, officers and directors must advance the legitimate
interests of SanDisk when the opportunity to do so arises.

       J.     Other Situations.

       Because other conflicts may arise, it would be impractical to attempt to list all
possible situations. If a proposed transaction or situation raises any questions or
doubts in your mind, you should consult the Human Resources Department or the
Legal Department for guidance.

VI     Insider Trading

        Employees may have the opportunity to learn or gain access to information
about SanDisk or companies with which we do business that is unavailable to the
public.   Without limitation, this information could include financial information,
operating developments within the Company or within a company with which we do
business or proposed business activities with other companies. Such information
may be "insider information" within the meaning of U.S. federal and state securities
law. Consultants and other persons the Company hires to perform services for
SanDisk may also learn or gain access to "insider information." The U.S. federal
securities laws apply to those persons as well if inside information is used to make
investment decisions.     Refer to the SanDisk Insider Trading Policy for further
information, requirements and instructions.

        Employees must not buy or sell on behalf of themselves or others SanDisk
stock or the stock of companies with which we do business while in possession of
insider information. In addition, employees may not disclose to persons outside of
SanDisk any such information. This includes communications with persons having a
close personal relationship with SanDisk employees.

       Insider trading is a crime, currently penalized by fines of up to $5,000,000
and twenty years in jail for individuals. Civil penalties currently include a fine of up
to three times the profits made (or losses avoided) from the trading, disgorgement
of any profits made, injunctions against future violations and private lawsuits.




                                           7
       You should be aware that stock market surveillance techniques are becoming
increasingly sophisticated.     The chance that U.S. federal or other regulatory
authorities will detect and prosecute even small-level trading is significant. Insider
trading rules are strictly enforced, even in instances when the financial transactions
seem small.

VII    Our Relationship With People and Entities Outside of SanDisk

       A.     Consumers.

        First and foremost, our reputation and our brand name have been built upon
and will continue to be built upon the quality of our products. Our commitment to
quality is essential to the continued growth and success of SanDisk. We set the
highest standards for manufacturing quality and performance for our
products. We are committed to ensuring that consumers can continue to trust
SanDisk products for their reliability, quality and superior performance. Thus, we
must always strive to manufacture products that meet or exceed our performance
and quality standards. Our success depends upon consumer satisfaction, trust and
goodwill. We recognize the importance of anticipating and assuring responsiveness
to consumer needs and preferences in our products. We believe that consumer
opinions, concerns and inquiries communicated to the Company regarding our
products are important sources of information.        When a consumer expresses
dissatisfaction, we address the problem promptly, courteously and fairly and make
every reasonable effort to sustain or regain the consumer's goodwill and his or her
continued purchase of SanDisk products.

       B.     Suppliers and Business Customers.

        Our aim in conducting our purchasing operations is to assure continuing,
reliable sources of supply, whether it be for memory, controllers, components,
accessories, assembly, test and fulfillment services or for any other of the products
supplied through our complex supply chain or services required to run our business.
Honest dealing with our business customers and suppliers is essential to sound,
lasting relationships. We view our suppliers as our business partners. We give all
potential suppliers fair and uniform consideration. Decisions shall always be based
on objective criteria such as price and quality as well as a supplier's reliability and
integrity. Kickbacks, bribes or similar payments of any sort are prohibited. Any
offer of such inducements must be reported immediately to your supervisor, the
applicable SanDisk Vice President and to the General Counsel.

      Remember this when you are put in contact with a supplier or business
customer of SanDisk: You represent SanDisk. Always act in a manner that
demonstrates the highest level of integrity, honesty and fair dealing.

       C.     The Global Community.

       SanDisk strives to be a contributing member of the global community. We
are a citizen of each locality where we are established to do business, and like
individual citizens, we have a responsibility to support the community. It is our goal
to take part in projects to further the welfare of our local communities and thus be a
good and contributing citizen.




                                          8
       D.     Our Stockholders.

       We must always strive to serve the best interests of our stockholders--to
provide consistent growth, profitability and a fair rate of return on their investment,
to maintain our position as a leading supplier of flash memory card products, to
protect stockholder investments and to provide full, fair and accurate disclosure in
our public reports. We believe our efforts in these areas will continue to build
stockholder value.

VIII   Protection of Company Assets

       Employees are authorized to use Company assets, facilities and services only
for lawful, proper and authorized purposes. SanDisk equipment, systems, facilities,
corporate credit cards and supplies must be used only for conducting SanDisk
business. Employees are personally responsible not only for protecting SanDisk
property entrusted to them, but also for helping to protect SanDisk's assets in
general. Employees should be alert to any situations or incidents that could lead to
the loss, misuse or theft of SanDisk property.

        SanDisk regularly furnishes its employees with equipment necessary to
efficiently and effectively do their jobs. Employees must care for that equipment and
use it responsibly for SanDisk business purposes. Incidental use of the equipment
for personal reasons should be kept to a minimum and cannot interfere with
SanDisk's business. Employees who use SanDisk equipment at their home or offsite
must take precautions to protect SanDisk property from theft or damage. While
computers and other electronic devices are made accessible to employees to assist
them to perform their jobs, all such equipment must remain fully accessible to
SanDisk and remains the property of SanDisk.

        If you become aware of any loss, misuse or theft of SanDisk assets, or even
the possibility of such an event occurring, you must immediately report such
situations to the Security Department, the Human Resources Department, the Legal
Department, the Internal Audit Department, or to your manager (alternatively, you
may make a report through Ethics Point, Inc. as described in Section XVI).

       SanDisk's policy is to ensure that incidents of fraud and theft related to
SanDisk assets are promptly investigated, reported and, where appropriate,
prosecuted. Any suspected incident should be immediately reported to the Security
Department (alternatively, you may make a report through Ethics Point, Inc. as
described in Section XVI).

IX     Confidential Information

        SanDisk's assets include confidential information relating to the present or
planned business of the Company that has not been released publicly by authorized
Company representatives. Confidential information includes, for example, trade
secrets and know-how, inventions, research and development programs, products,
pricing, personnel information, financial data, customer, reseller and supplier
information as well as sales and marketing programs. All SanDisk employees and
contractors sign the SanDisk Proprietary Information and Inventions Agreement
("PIIA") upon commencement of employment. The PIIA covers employees' duties
with respect to the protection of SanDisk confidential information. Employees must
not disclose confidential information to persons or companies outside of SanDisk


                                          9
unless such persons legitimately need the information in order to work with SanDisk
and the SanDisk employee has been properly authorized by management to provide
such information. Obligations of confidentiality to SanDisk continue after termination
of employment with SanDisk. SanDisk has a standard non-disclosure agreement
suitable for most types of business disclosures. Contact the Company's Legal
Department for assistance in obtaining the correct agreement.

        Innovations and ideas concerning products or manufacturing processes may
be eligible for patent, copyright, trademark or other legal protection. SanDisk has
procedures and programs in place to protect these rights. Employees should become
familiar with these programs and seek legal advice if they have questions.

       Employees should never accept information offered by a third party that is
represented as confidential, or which appears from the context or circumstances to
be confidential, unless an appropriate nondisclosure agreement has been signed with
the party offering the information. Even after a nondisclosure agreement is in place,
the only information received in confidence should be information necessary to
accomplish the business purpose of receiving it in the first place. If more detailed or
extensive confidential information is offered and it is not necessary for the immediate
business purposes, it should be refused or promptly returned. Employees must not
sign a third party's nondisclosure agreement without review and approval by the
SanDisk Legal Department.

        Once a third party's confidential information has been disclosed to SanDisk,
there is an obligation to abide by the terms of the relevant nondisclosure agreement
and limit the information's use to the specific purpose for which it was disclosed.
Employees shall only disseminate received information to other SanDisk employees
(and in certain cases, to SanDisk contractors, if allowed by the applicable
nondisclosure agreement) who have a need to know the information.               Every
employee involved in a potential business relationship with a third party must
understand and strictly observe the restrictions on the use and handling of
confidential information. When in doubt, consult with the Legal Department.

X      Third Party Software and Copyrighted Works

       All software used by SanDisk employees to conduct SanDisk business must be
appropriately licensed and used only in accordance with that license. SanDisk does
not condone making or using illegal or unauthorized copies of any software.

       Copyright laws protect the original expression in, among other things, written
materials, works of art and music, and prohibit their unauthorized duplication,
display, and performance. This means that employees, contractors and agents are
prohibited from and may not reproduce, distribute, or alter copyrighted materials
from books, websites (including the unauthorized downloading of music), trade
journals, computers, software, or magazines, or play discs or videotapes, without
permission of the copyright owner or its authorized agents such as the Copyright
Clearance Center.

XI     Antitrust

        SanDisk vigorously competes both in the United States and in the global
marketplace. However, we will always do business according to the letter and spirit
of all laws that govern and promote free and fair competition. That means we will


                                          10
strictly comply with the antitrust laws of the U.S. and, where applicable, the antitrust
or related laws of any other country. It also means that we will always do business
in a manner that is fair, honest, and ethical.

        The antitrust laws of the United States and similar laws in other countries are
designed to prohibit agreements among companies that fix prices, divide markets,
limit production or otherwise impede or destroy natural market forces. Some of the
most serious antitrust offenses are agreements between competitors in restraint of
trade, such as agreements to fix prices or to allocate customers, territories or
markets. Any such agreement, even an unwritten, informal understanding, may be
unlawful regardless of its perceived commercial reasonableness. Thus, as a general
rule, contacts with competitors should be limited and should always avoid subjects
such as prices or other terms and conditions of sale, customers and suppliers. No
employee shall at any time or under any circumstance enter into an agreement or
understanding, written or oral, express or implied, with any competitor concerning
prices, discounts, other terms or conditions of sale, profit or profit margins, costs,
allocation of product or geographic markets, allocation of customers, limitations on
production, boycotts of customers or suppliers, or bids or the intent to bid or even
discuss or exchange information on these subjects. In some cases, legitimate joint
ventures and licensing arrangements with competitors may permit exceptions to
these rules, subject to review and approval by the Legal Department.

        Relationships with customers, suppliers and resellers can also be subject to a
number of antitrust prohibitions, particularly attempts to restrict a customer's re-
selling activity through resale price maintenance.       Other activities that create
antitrust problems are discrimination in terms and services offered to customers,
exclusive dealings, and tie-in sales. Similarly, resellers of SanDisk products must
remain free to set their own resale terms, including prices at which SanDisk products
will be resold.

        The consequences for SanDisk and its employees of not complying with the
antitrust laws are extremely serious. Violation of some antitrust provisions is a
felony in the United States and can lead to fines and imprisonment for the individuals
involved and to even heavier fines for the Company. Moreover, even in the absence
of a criminal prosecution, civil antitrust suits may be brought to recover treble
damages and attorneys' fees.

XII    International Business

       A.     The U.S. Foreign Corrupt Practices Act ("FCPA").

        SanDisk requires full compliance with the FCPA. The provisions of the FCPA
prohibit giving anything of value to officials of foreign governments in order to obtain
or retain business. Any proposed incentive to be given to government personnel to
secure an improper advantage is prohibited. Further, no contract or agreement may
be made with any business in which a government agency, official or employee holds
a significant interest, without the prior approval of the Legal Department.

        SanDisk, its employees, agents, and consultants in their relations with
governmental agencies, customers or suppliers, will not directly or indirectly engage
in bribery, kickbacks, payoffs or other corrupt business practices.




                                          11
       The FCPA applies to our consultants, sales representatives and agents, as well
as to our employees.

       Facilitating payments that are legal under the FCPA may be made with
advance consultation of the General Counsel so long as such payments are also fully
and accurately documented on the Company's books and records.

       B.     Boycotts.

       Certain countries are engaged in a boycott of Israel. Some countries try to
enforce this boycott in their contracts with U.S. companies. U.S. anti-boycott
regulations are directed at the boycott of Israel and any other secondary boycott of a
country friendly to the U.S. No SanDisk business unit shall agree to a contract,
document or oral request containing language that could be interpreted as an
attempt by any country to enforce such a boycott. Even providing information
pursuant to a customer questionnaire or similar request may constitute a violation of
United States law, which requires that boycott requests be immediately reported to
the government even when a response is not provided, and calls for the imposition of
fines and other penalties on U.S. parent companies in cases where their non-U.S.
subsidiaries violate U.S. anti-boycott regulations.      Therefore, any request for
information must be immediately reported to the Legal Department.

       C.     Export Controls.

        The United States is among a number of countries maintaining controls on the
destinations to which products or software may be exported. The U.S. regulations
are complex and apply both to exports from the United States and to exports of
products from other countries, when those products contain U.S. origin components
or technology. Software created in the United States is subject to these regulations
even if duplicated and packaged abroad. No products or software may be sold in and
no business or other dealing on behalf of the Company may be done with any
person, entity or property related to Cuba, Libya, Iran or Sudan, including nationals
thereof wherever located. In addition, such business activities involving Myanmar,
North Korea, Sierra Leone or Syria may be done only with the prior approval of the
General Counsel. The Company reserves the right to expand or contract the list of
prohibited or restricted countries as appropriate at any time to comply with
applicable law or otherwise. The current list of prohibited or restricted countries can
be obtained from the Operations Department. In some circumstances, an oral
presentation containing technical data made to foreign nationals in the United States
may constitute a controlled export. The Operations Department can provide you
with guidance on whether a proposed technical presentation to foreign nationals may
require a U.S. Government license.

XIII   Media Contact

       The President and Chief Executive Officer has designated specific employees
to communicate matters regarding any SanDisk entity with the news media. If you
are approached for interviews or comments by the press, you must decline comment
and immediately refer such inquiries to the Director of Public Relations or the
Director of Investor Relations. The Company has provided through Ethics Point, Inc.
(as described in Section XVI) a means for communicating issues related to SanDisk's
business and neither the media nor internet chat rooms nor the like are a substitute
or additional means for obtaining redress of issues related to Company business.


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XIV    Waivers of the Provisions of this Code of Ethics

       Any waiver of any provision of this Code of Ethics for a member of SanDisk's
Board of Directors or an executive officer of SanDisk must be approved in writing by
the SanDisk Board of Directors and promptly disclosed to the Company's
stockholders, if and as required by law or the rules of the stock exchange on which
SanDisk's stock is traded. SanDisk's General Counsel or Chief Financial Officer must
approve in writing any waiver of any provision of this Code of Ethics with respect to
any other employee, agent, contractor or consultant.

XV     Duty to Come Forward

        As part of its commitment to ethical and legal behavior, SanDisk requires its
employees to report to SanDisk any actual or apparent violations of law or ethical
standards so that they can be investigated and dealt with appropriately. This
obligation extends to any instance where one suspects, but is uncertain whether, a
violation may be occurring. Failure to comply with the duty to come forward is a
violation of this Code of Ethics and can result in serious disciplinary action, including
possible termination of employment.

        The Company imposes this requirement even on employees who are not
directly violating the Company's ethical and legal standards because any time an
employee or contractor fails to live up to our ethical and legal obligations, our
Company and employees can be profoundly and adversely affected. Penalties and
repercussions from unlawful behavior can be devastating -- for our Company and the
individuals involved. No one can condone such activities and, therefore, anyone
aware of a violation owes a duty to the Company and himself or herself to disclose it.
In addition, management is committed to addressing employees' concerns and wants
to foster openness with employees about ethical and legal issues. Thus, the
Company encourages all employees to report wrongdoing and to ask questions if
they have any concerns about compliance with law or this Code of Ethics. Toward
this end, the Company provides each employee with the following directions.

       A.     Knowing What Issues to Raise and When.

       Bring to management's attention any instance in which you are aware of
unlawful conduct or conduct that violates the standards described in this Code of
Ethics or pending or proposed conduct which you reasonably believe will violate the
standards described herein. Also, raise with management any concern you may
have whether proper procedures are being followed, even though you are not certain
whether legal or ethical standards are being violated. It is also important to let
management know whenever you believe adequate resources or training are not
being provided so as to enable employees to comply with legal standards applicable
to the Company. Raise questions promptly so that the issues can be dealt with
early.




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       B.     Procedures for Raising Issues.

       Normally you should take issues to your immediate supervisor. You may also
       satisfy your obligation to bring issues forward by contacting the:

                         President and Chief Executive Officer; or the
                         Senior Vice President and Chief Financial Officer;
                         or the
                         Vice President, Human Resources; or the
                         Vice President and General Counsel; or the
                         Director of Internal Audit; or by contacting
                         Ethics Point, Inc. (See Section XVI, below)

       C.     Promise of Non-retaliation.

      No discrimination or retaliation against any person who, in good faith, reports
any matter under this Code of Ethics will be tolerated, although coming forward will
not necessarily immunize a person from the consequences of his or her own
misconduct, if any.

XVI    Making Confidential or Anonymous Reports Through Ethics Point

        You may report any matter on a confidential (and, at your choice,
anonymous) basis through Ethics Point, Inc. by going to their website
(http://www.ethicspoint.com) and typing "SanDisk Corporation" in the box that says,
"To File a Report Now" or by calling them toll-free in the United States at 1-866-567-
0636. International access numbers and a confidential fax number for Ethics Point,
Inc. are available at www.sandisk.com.

XVII Investigation of Complaints and Disciplinary Action

        The matters covered in this Code of Ethics are of the utmost importance to
SanDisk, its stockholders and its business partners, and are essential to the
Company's ability to conduct its business in accordance with its stated values. We
expect all of our employees, agents, contractors and consultants to adhere to these
rules in carrying out their duties for the Company.

        All reports of alleged violations under this Code of Ethics will be promptly and
thoroughly investigated, and all information disclosed during the course of the
investigation will remain confidential, except as necessary to conduct the
investigation and take any remedial action, or as required by applicable law. If, at
the conclusion of our investigation, it is determined that a violation of this Code of
Ethics has occurred, we will take prompt remedial action commensurate with the
severity of the offense. This action may include disciplinary action against the
accused party, up to and including termination of employment. Reasonable and
necessary steps will also be taken to prevent any further violations of the policy at
issue.   Where laws have been violated, SanDisk will cooperate fully with the
appropriate authorities. Where the Company has suffered a loss, it may pursue its
remedies against the individuals or entities responsible.

       This Code of Ethics is dated: April 13, 2004, as amended on March 19, 2008.




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                        ACKNOWLEDGMENT OF RECEIPT

        I have received and read the SanDisk Worldwide Code of Business Conduct
and Ethics dated as of April 13, 2004, as amended on March 19, 2008 (hereafter this
"Code of Ethics"). I understand the standards and policies contained in this Code of
Ethics and understand that there may be additional policies, procedures, laws and
regulations that are specific to my job. I agree to comply with this Code of Ethics at
all times during my employment with the Company. I understand that my failure to
comply with these requirements may result in disciplinary action against me, up to
and including termination of my employment with SanDisk.

        If I have questions concerning the meaning or application of this Code of
Ethics, any Company policies, or the legal and regulatory requirements applicable to
my job, I know I can consult my manager, the Human Resources Department or the
Legal Department.

       I further understand that this Code of Ethics may be amended or modified
from time to time by SanDisk.

___________________________________________
Employee Name


___________________________________________
Signature


___________________________________________
Date


Please sign and return this form to the Human Resources Department.




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