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                                                                     Exhibit 4.3


                            CERTIFICATE OF AMENDMENT
                 OF THE RESTATED CERTIFICATE OF INCORPORATION OF
                               SANDISK CORPORATION
                             a Delaware Corporation

     The undersigned, Eli Harari and Charles Van Orden, hereby certify that:

     ONE:  They are the duly elected and acting President and Secretary,
respectively, of said corporation.

     TWO:  The Amended and Restated Certificate of Incorporation of said
corporation, filed on November 13, 1995, as amended by the Certificate of
Designations of said corporation, filed on April 24, 1997 and by the Certificate
of Amendment of said corporation filed on December 13, 1999, shall be amended as
set forth in this Certificate of Amendment.

     THREE:  Section A of ARTICLE IV of the Amended and Restated Certificate of
Incorporation is amended to read in its entirety as follows:

          "A.  Classes of Stock.  This corporation is authorized to issue two
               ----------------
     classes of stock to be designated, respectively, "Common Stock" and
     "Preferred Stock." The total number of shares that the corporation is
     authorized to issue is Four Hundred Four Million (404,000,000) shares, par
     value $0.001 per share. Four Hundred Million (400,000,000) shares shall be
     Common Stock and Four Million (4,000,000) shares shall be Preferred Stock.

                                      * * *

     FOUR:  The foregoing Certificate of Amendment has been duly approved by the
Board of Directors of the Corporation.

     FIVE:  The foregoing Certificate of Amendment has been duly approved by the
requisite number of shares of the Corporation in accordance with Section 242 of
the Delaware General Corporation Law. The total number of shares entitled to
vote with respect to the foregoing amendment was 66,531,812 shares of Common
Stock. The number of shares voting in favor of the foregoing amendment equaled
or exceeded the vote required, such required vote being a majority of the
outstanding shares of Common Stock. No shares of Preferred Stock are
outstanding.


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     IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment on May 11, 2000.

                                   /s/ Eli Harari
                                   ---------------------------------------------
                                   Eli Harari
                                   President


                                   /s/ Charles Van Orden
                                   ---------------------------------------------
                                   Charles Van Orden
                                   Secretary


     The undersigned certify under penalty of perjury that they have read the
foregoing Certificate of Amendment and know the contents thereof, and that the
statements therein are true.

     Executed at Sunnyvale, California, on May 11, 2000.


                                   /s/ Eli Harari
                                   ---------------------------------------------
                                   Eli Harari

                                   /s/ Charles Van Orden
                                   ---------------------------------------------
                                   Charles Van Orden