CommissionFile No. 0-28694

* *

**SECURITIES AND EXCHANGE COMMISSION**

### WASHINGTON, D.C. 20549

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**FORM 20-F/A**

**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF**

**THE SECURITIES EXCHANGE ACT OF 1934**

## For the fiscalyear ended December 31, 2002

** **

**M-SYSTEMS FLASH DISK PIONEERS LTD.**

(Exact name of Registrant as specified in its charterand translation of Registrant`s name into English)

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**Israel**

(Jurisdiction of incorporation or organization)

### 7 Atir Yeda St., Kfar  Saba, Israel 44425

(Address of principal executive offices)

** **

Securities registered or to be registered pursuant to Section12(b) of the Act:
| **Title of each  class** | **Name of each  exchange on which registered** |
|--------------------------|------------------------------------------------|
| **N/A**                  | **N/A**                                        |

Securities registered or to be registered pursuant to Section12(g) of the Act:

**OrdinaryShares, nominal value 0.001 New Israeli Shekel per share**

(Title of Class)

Securities for which there is a reporting obligation pursuantto Section 15(d) of the Act:

**None**

(Title of Class)

** **

| Indicate the number of  outstanding shares of each of the issuer`s classes of capital or common stock  as of the close of the period covered by the annual report:                                                                                                                                                                                            |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                          |   | 27,485,361 |
| Indicate by  check mark whether the registrant (1) has filed all reports required to be  filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during  the preceding 12 months (or for such shorter period that the registrant was  required to file such reports), and (2) has been subject to such filing  requirements for the past 90 days: |
|                                                                                                                                                                                                                                                                                                                                                          |   | Yes | X | No |   |
| Indicate by check mark which financial statements the registrant has  elected to follow:                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                          |   | Item 17 |   | Item 18 | X |
|                                                                                                                                                                                                                                                                                                                                                          |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                               |  |  |  |  |  |  |

 

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**EXPLANATORYNOTE**

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**ThisAmendment No. 2 on Form 20-F/A (the "Amended 20-F") speaks as of thefiling date of our Form 20-F for the fiscal year ended December 31, 2002, filedon June 30, 2003 (the "Original 20-F"), except for the certifications whichspeak as of their respective dates and the filing date of the Amended 20-F.Except as specifically indicated, the Amended 20-F has not been updated toreflect events occurring subsequent to the filing of the Original 20-F.  **

** **

**ThisAmended 20-F has been filed for the sole purpose of adding the additionalexhibits noted in Item 19 below as being filed herewith.**

 

 

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# ITEM 19.  EXHIBITS 

** **
| 1.1     | *             | M-Systems` Memorandum of  Association, as amended                                                                                                                                                                                             |
|---------|---------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.2     | **            | M-Systems` Articles of  Association, as amended                                                                                                                                                                                               |
| 4(a).1  | ***           | Form of Warrant for Purchase of  Ordinary Shares, dated July 23, 1999                                                                                                                                                                         |
| 4(a).2  | **            | Purchase Agreement made as of September 17, 2000 between Fortress U&T Ltd. and M-Systems Flash Disk Pioneers Ltd.                                                                                                                         |
| 4(a).3  | **            | Agreement, dated April 24, 2001, by and between Aspen Real Estate Ltd., Narkis Marom Industrial Buildings  Ltd., and M-Systems Flash Disk Pioneers Ltd., together with an English  summary of the Agreement                                   |
| 4(a).4  | *****  !!     | Development and Supply Agreement  dated April 18, 2001 by and between Atmel Rousset, Atmel Sarl, and M-Systems  Flash Disk Pioneers Ltd.                                                                                                      |
| 4(a).5  | *****  !!     | Master Purchase Agreement dated August 10, 1998 by and between Toshiba America Electronic Components, Inc. and M-Systems,  Inc.                                                                                                               |
| 4(a).6  | *****

  | Amendment to the Master Purchase  Agreement dated August 23, 2002 by and between Toshiba America Electronic  Components, Inc. and M-Systems, Inc., as entered into by and between Toshiba  Corporation and M-Systems Flash Disk Pioneers Ltd. |
| 4(a).7  | *****  !!     | Development and License Agreement  dated June 25, 2002 by and between Toshiba Corporation and M-Systems Flash  Disk Pioneers Ltd.                                                                                                             |
| 4(b)(i) | ****          | Share Purchase Agreement dated May 1st, 2003, by and between M-Systems Flash Disk Pioneers Ltd. and Dr. Hans  Wagner                                                                                                                          |
| 8       | ****          | List of M-Systems` Subsidiaries  and where they are incorporated                                                                                                                                                                              |
| 12(a).1 | *****         | Certification of Chief Executive  Officer pursuant to 18 U.S.C. Section 1350                                                                                                                                                                  |
| 12(a).2 | *****         | Certification of Chief Financial  Officer pursuant to 18 U.S.C. Section 1350                                                                                                                                                                  |

____________________

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| *     | Previously filed as an exhibit to  our Registration Statement on Form F-1, File No. 33-55838, and incorporated  by reference herein.                          |
|-------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **    | Previously filed as an exhibit to  our Annual Report on Form 20-F for the fiscal year ended December 31, 2000, and incorporated by reference herein.          |
| ***   | Previously filed as an exhibit to  our Registration Statement on Form F-1, File No. 333-11450, and incorporated  by reference herein.                         |
| ****  | Previously filed as an exhibit to  our original Annual Report on Form 20-F for the fiscal year ended December 31, 2002, and incorporated by reference herein. |
| ***** | Filed herewith.                                                                                                                                               |
| !!    | Portions of the agreement or  exhibits have been omitted pursuant to a request for confidential treatment  submitted to the SEC.                              |

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SIGNATURES

 

Pursuant to the requirements of Section 12 of theSecurities Exchange Act of 1934, M-Systems hereby certifies that it meets allof the requirements for filing on Form 20-F/A, and that it has duly caused andauthorized the undersigned to sign this Amendment No. 2 to its Annual Report onits behalf on the 12th day of January, 2004.

 

**M-SYSTEMS FLASH DISK PIONEERS LTD.**

 

By: /s/ Dov Moran

Dov Moran,

President and Chief Executive Officer

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CERTIFICATIONS

 

I, Dov Moran,certify that:

 
| 1. | I have  reviewed this annual report on Form 20-F/A of M-Systems Flash Disk Pioneers  Ltd.;                                                                                                                                                                                                                                                                                                  |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2. | Based on my  knowledge, this annual report does not contain any untrue statement of a  material fact or omit to state a material fact necessary to make the  statements made, in light of the circumstances under which such statements  were made, not misleading with respect to the period covered by this annual  report;                                                               |
| 3. | Based on my  knowledge, the financial statements, and other financial information included  in this annual report, fairly present in all material respects the financial  condition, results of operations and cash flows of the registrant as of, and  for, the periods presented in this annual report;                                                                                   |
| 4. | The  registrant's other certifying officers and I are responsible for establishing  and maintaining disclosure controls and procedures (as defined in Exchange  Act Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                                                                                   |
| a) | designed such  disclosure controls and procedures to ensure that material information  relating to the registrant, including its consolidated subsidiaries, is made  known to us by others within those entities, particularly during the period  in which this annual report is being prepared;                                                                                            |
| b) | evaluated the  effectiveness of the registrant's disclosure controls and procedures as of a  date within 90 days prior to the filing date of this annual report (the  "Evaluation Date"); and                                                                                                                                                                                     |
| c) | presented in  this annual report our conclusions about the effectiveness of the disclosure  controls and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                                                                                                      |
| 5. | The  registrant's other certifying officers and I have disclosed, based on our  most recent evaluation, to the registrant's auditors and the audit committee  of registrant's Board of Directors (or persons performing the equivalent function):                                                                                                                                           |
| a) | all  significant deficiencies in the design or operation of internal controls  which could adversely affect the registrant's ability to record, process,  summarize and report financial data and have identified for the registrant's  auditors any material weaknesses in internal controls; and                                                                                          |
| b) | any fraud,  whether or not material, that involves management or other employees who have  a significant role in the registrant's internal controls; and                                                                                                                                                                                                                                    |
| 6. | The  registrant's other certifying officers and I have indicated in this annual  report whether or not there were significant changes in internal controls or  in other factors that could significantly affect internal controls subsequent  to the date of our most recent evaluation, including any corrective actions  with regard to significant deficiencies and material weaknesses. |

 

Date: January 12th, 2004            

By: /s/ DovMoran                    

Dov Moran,President and Chief Executive Officer

M-Systems FlashDisk Pioneers Limited 

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I, Ronit Maor,certify that:
| 1. | I have  reviewed this annual report on Form 20-F/A of M-Systems Flash Disk Pioneers  Ltd.;                                                                                                                                                                                                                                                                                                  |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2. | Based on my  knowledge, this annual report does not contain any untrue statement of a  material fact or omit to state a material fact necessary to make the  statements made, in light of the circumstances under which such statements  were made, not misleading with respect to the period covered by this annual  report;                                                               |
| 3. | Based on my  knowledge, the financial statements, and other financial information included  in this annual report, fairly present in all material respects the financial  condition, results of operations and cash flows of the registrant as of, and  for, the periods presented in this annual report;                                                                                   |
| 4. | The  registrant's other certifying officers and I are responsible for establishing  and maintaining disclosure controls and procedures (as defined in Exchange  Act Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                                                                                   |
| a) | designed such  disclosure controls and procedures to ensure that material information  relating to the registrant, including its consolidated subsidiaries, is made  known to us by others within those entities, particularly during the period  in which this annual report is being prepared;                                                                                            |
| b) | evaluated the  effectiveness of the registrant's disclosure controls and procedures as of a  date within 90 days prior to the filing date of this annual report (the  "Evaluation Date"); and                                                                                                                                                                                     |
| c) | presented in  this annual report our conclusions about the effectiveness of the disclosure  controls and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                                                                                                      |
| 5. | The  registrant's other certifying officers and I have disclosed, based on our  most recent evaluation, to the registrant's auditors and the audit committee  of registrant's Board of Directors (or persons performing the equivalent function):                                                                                                                                           |
| a) | all  significant deficiencies in the design or operation of internal controls  which could adversely affect the registrant's ability to record, process,  summarize and report financial data and have identified for the registrant's  auditors any material weaknesses in internal controls; and                                                                                          |
| b) | any fraud,  whether or not material, that involves management or other employees who have  a significant role in the registrant's internal controls; and                                                                                                                                                                                                                                    |
| 6. | The  registrant's other certifying officers and I have indicated in this annual  report whether or not there were significant changes in internal controls or  in other factors that could significantly affect internal controls subsequent  to the date of our most recent evaluation, including any corrective actions  with regard to significant deficiencies and material weaknesses. |

 

 

 

Date: January 12th, 2004            

By: /s/ RonitMaor                    

Ronit Maor, ChiefFinancial Officer

M-Systems FlashDisk Pioneers Limited

 

 

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