SPECIMEN SanDisk Corporation TRANSFER FEE: $25.00 PER NEW CERTIFICATE ISSUED

EXHIBIT 4.1

SPECIMEN

SanDisk Corporation

TRANSFER FEE: $25.00 PER NEW CERTIFICATE ISSUED

This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between SanDisk Corporation and Computershare Trust Company, Inc., dated as of September 15, 2003 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of SanDisk Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. SanDisk Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights issued to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) may become null and void.

The following abbreviations when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM		-as tenants in common				UNIF GIFT MIN ACT- _________Custodian_________
TEN ENT		-as tenants by the entireties				(Cust)                       (Minor)
JT TEN		-as joint tenants with right of survivorship  and not as tenants in common				Under Uniform Gifts to Minors Act ________________                                                                        (State)

Additional abbreviations may also be used though not in the above list.

For Value Received, _____________________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)

Shares

of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

attorney-in-fact

to transfer the said stock on the books of the within-named Corporation, with full power of substitution in the premises.

Dated

NOTICE:  THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

Signature(s) Guaranteed:

The signature(s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved signature guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15.