April 28, 2025

Luis Visoso
Chief Financial Officer
Sandisk Corp.
951 Sandisk Drive
Milpitas, CA 95035

        Re: Sandisk Corp.
            Registration Statement on Form S-1
            Filed April 18, 2025
            File No. 333-286626
Dear Luis Visoso:

       We have conducted a limited review of your registration statement and
have the
following comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Form S-1 filed April 18, 2025
General

1.     We note that the structure of this offering involves the transfer of
shares from Western
       Digital Corporation to creditors of Western Digital Corporation for the
purpose of
       satisfying certain debt obligations. Please identify the third-party
lenders that will
       receive the shares in this debt-for-equity exchange and clarify their
relationship, if
       any, with Sandisk Corporation and/or Western Digital Corporation.
2.     Please explain the purpose of structuring the transaction as a
debt-for-equity exchange
       in this manner. We note that you intend to file a form of an
underwriting agreement.
       Please indicate whether you intend to utilize an underwriter as part of
this offering.
 April 28, 2025
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453
with any
other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:   Shelly A. Heyduk