FORM 6-K


                       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 20th of April, 2006

                       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      X               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                            No     X
                      -----------                   ---------

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with rule 12g3-2(b): 82-___________________.


THIS FORM 6-K IS INCORPORATED BY REFERENCE INTO OUR REGISTRATION STATEMENTS ON
FORM S-8 AND FORM F-3 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
(REGISTRATION NO. 333-127467, REGISTRATION NO. 333-126774 AND REGISTRATION NO.
333-129291).


                                    CONTENTS

The following documents, which are attached hereto, relating to the Registrant
are incorporated by reference herein:


99.1  Press release.

99.2  Audited financial statements of M-Systems Flash Disk Pioneers Ltd. for
      the year ended December 31, 2005.

99.3  Management's Discussion and Analysis of Financial Condition and
      Results of Operation.









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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:  April 20, 2006               By: /s/ Donna Gershowitz
       --------------------             --------------------------------------
                                        General Counsel












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