FORM 6-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of the Securities

Exchange Act of 1934

For the 20^th of July, 2005

M-SYSTEMS FLASH DISK PIONEERS LTD.

(Translation of registrant's name in English)

7 Atir Yeda St.

Kfar Saba 44425, Israel

(Address of principal executive offices)

Indicate by check mark whether registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F

Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether registrant by furnishing the information contained in this Form is also thereby furnishing the information to the commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with rule 12g3-2(b):

82-___________________.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		M-Systems Flash Disk Pioneers, Ltd.
		(Registrant)
Date:	July 20^th, 2005	By:	/s/ Etan Mogilner
			Associate General Counsel

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FOR IMMEDIATE RELEASE

M-Systems Flash Disk Pioneers Ltd. is furnishing this Form 6-K/A for the sole purpose of amending the tables that were included in the Company's Form 6-K dated April 20, 2005. These amendments consist of (i) deleting the word "Audited" which previously appeared in the columns headed "December 31, 2004" and "Year Ended December 31, 2004," (ii) deleting the words "Three months ended" and "Year ended" from the headings to the Consolidated Balance Sheets, and (iii) adding a footnote to each table indicating that the figures as of December 31, 2004 and for the year then ended, are derived from the audited financial statements of the Company for the year ended December 31, 2004. Other than the amendments noted above, no amendments have been made to the tables.

(Tables to Follow)

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M-SYSTEMS FLASH DISK PIONEERS LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands, except share and per share data

			Three months ended		Year Ended
			March 31,		December 31,
			2005	2004	2004***
			Unaudited

Revenues*			$ 95,918	$ 63,548	$ 347,551

Costs and expenses:
Cost of goods sold			72,367	47,022	264,799
Research and development, net			8,206	4,629	24,834
Selling and marketing**			8,554	7,480	31,077
General and administrative			2,208	1,464	6,771

Total costs and expenses			91,335	60,595	327,481

Operating income			4,583	2,953	20,070
Financial and other income, net			1,516	711	4,080

Net income			$ 6,099	$ 3,664	$ 24,150

Basic net earnings per share			$ 0.17	$ 0.12	$ 0.71

Diluted net earnings per share			$ 0.16	$ 0.11	$ 0.66

Weighted average number of shares used in computing basic net earnings per share			35,748,892	31,354,098	34,195,642

Weighted average number of shares used in computing diluted net earnings per share			38,915,901	34,455,969	36,823,118

	(*)	Revenues for the three months ended March 31, 2005 and March 31, 2004, and for the twelve months ended December 31, 2004, include license fees and royalties and income generated from a venture, accounted for under the equity method, in the amounts of $ 6,555, $ 4,947, and $ 36,853 respectively.

	(**)	Selling and marketing expenses for the three months ended March 31, 2005, include equity losses generated from U3, in the amount of $ 687.

	(***)	The figures set forth in the above table, for the year ended December 31, 2004 are derived from the audited financial statements of the Company for the year ended December 31, 2004.

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____ 5 ____ M-SYSTEMS FLASH DISK PIONEERS LTD.
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands, except share and per share data


			March 31,			December 31,
			2005	2004		2004*
			Unaudited

ASSETS
Cash, cash equivalents, short-term bank deposits and marketable securities			$ 263,091		$ 201,224		$ 174,713
Trade receivables			45,601		18,593		41,503
Other accounts receivable and prepaid expenses			3,968		3,669		3,962
Inventories			51,239		80,400		56,160
Severance pay funds			3,698		2,614		3,397
Long-term investments			19,802		12,785		20,171
Property and equipment, net			21,513		18,025		20,203
Other assets and deferred charges, net			2,342		555		1,340

Total assets			$ 411,254		$ 337,865		$ 321,449

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade payables			$ 33,747		$ 52,353		$ 25,515
Deferred revenues			3,048		29,192		4,625
Other accounts payable and accrued expenses			23,680		12,268		21,493

Total current liabilities			60,475		93,813		51,633

Long-term liabilities:
Convertible senior notes			71,301		---		---
Accrued severance pay and other long term liabilities			5,122		3,296		4,751

Total long-term liabilities			76,423		3,296		4,751

SHAREHOLDERS` EQUITY
Share capital			10		10		10
Additional paid-in capital			300,288		293,273		297,096
Accumulated deficit			(25,942)		(52,527)		(32,041)

Total shareholders' equity			274,356		240,756		265,065

Total liabilities and shareholders' equity			$ 411,254		$ 337,865		$ 321,449

	(*)	The figures, set forth in the above table, as of December 31, 2004, are derived from the audited financial statements of the Company for the year ended December 31,2004.

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M-SYSTEMS FLASH DISK PIONEERS LTD 6-K/A