As filed with the Securities and Exchange Commission on August 29, 1997
                                                    Registration No.____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                             SUN MICROSYSTEMS, INC.
             (Exact Name of Registrant as specified in its charter)

          Delaware                                             94-2805249
(State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                          Identification Number)


                              901 San Antonio Road
                               Palo Alto, CA 94303
                        (Address, including zip code, of
                    Registrant's Principal Executive Offices)

      SUN MICROSYSTEMS, INC. U.S. NON-QUALIFIED DEFERRED COMPENSATION PLAN
                            (Full Title of the Plan)

                                Scott G. McNealy
                                    President
                             SUN MICROSYSTEMS, INC.
                              901 San Antonio Road
                               Palo Alto, CA 94303
                                 (650) 960-1300
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                                    COPY TO:
                              David J. Segre, Esq.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94304
                                 (650) 493-9300

================================================================================

<PAGE>

<TABLE>
                                     CALCULATION OF REGISTRATION FEE
<CAPTION>
=======================================================================================================
                                           Proposed Maximum      Proposed Maximum          Amount of
 Title of Securities      Amount to be    Offering Price Per    Aggregate Offering       Registration
  to be Registered         Registered           Share                 Price                  Fee
-------------------------------------------------------------------------------------------------------
<S>                        <C>                   <C>              <C>                    <C>        
Deferred Compensation      $20,000,000           100%             $ 20,000,000(2)         $  6,061.00
Obligations(1)


-------------------------------------------------------------------------------------------------------

<FN>
--------

     (1) The Deferred Compensation  Obligations are unsecured obligations of Sun Microsystems,  Inc. to
pay deferred compensation in the future in accordance with the terms of the Sun Microsystems, Inc. U.S.
Non-Qualified  Deferred  Compensation Plan, as amended effective October 1, 1997, for a select group of
Eligible Employees and Board Members.

     (2) Estimated solely for the purpose of determining the registration fee.
</FN>
</TABLE>
                                      1-A
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Information Incorporated by Reference.

     There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange   Commission  (the   "Commission")  by  Sun  Microsystems,   Inc.  (the
"Registrant"):

1.       The Registrant's Annual Report on Form 10-K for the year ended June 30,
         1996, filed pursuant to Section 13(a) of the Exchange Act.

2.       The Registrant's  Reports on Form 10-Q filed May 12, 1997, February 12,
         1997 and  November  13,  1996  pursuant  to  Section 13 of 15(d) of the
         Exchange Act.

3.       All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
         13(c),  14 and  15(d)  of the  Exchange  Act  after  the  date  of this
         Registration  Statement  and prior to the  filing  of a  post-effective
         amendment which indicates that all securities offered have been sold or
         which deregisters all securities then remaining unsold, shall be deemed
         to be incorporated by reference in this  Registration  Statement and to
         be part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

     Under the Sun Microsystems,  Inc. U.S.  Non-Qualified Deferred Compensation
Plan,  as amended  and  restated  effective  October 1, 1997 (the  "Plan"),  the
Registrant  will  provide  Eligible  Employees  and Board  Members,  as  defined
therein,  the  opportunity  to  enter  into  agreements  for the  deferral  of a
specified  amount or  percentage  of their cash  compensation  derived from base
salary and  incentive  bonus awards or, in the case of Eligible  Board  Members,
from retainer payments.  The Registrant will enter into a trust agreement with a
trustee under an irrevocable trust (the "Trust"), the amounts allocated to which
and the earnings thereon shall be used to satisfy the obligations of the Company
under such agreements (the  "Obligations").  The Trust will be a "grantor trust"
for state and federal income tax purposes,  and the assets of the Trust shall at
all times be subject to the claims of the general creditors of the Company.

     The amount of  compensation to be deferred by each  participating  Eligible
Employee or Board Member  (individually,  a "Participant" and collectively,  the
"Participants")  will be  determined  in  accordance  with  the  Plan  based  on
elections  by each  Participant.  Each  Obligation  will be payable on a date or
dates selected by each  Participant at the time of enrollment.  The  Obligations
will be indexed to two or more  investment  funds  selected by the Benefits Plan
Committee  (the  "Committee")  appointed by the Board of Directors to administer
the Plan, and such selected  investment funds may vary from time to time, but in
no event more  frequently  than  quarterly.  A Participant may select his or her
investment  options for new deferrals or contributions once per calendar quarter
to  become  effective  as of  the  first  day  of the  following  quarter.  Each
Participant's  Obligation  will be adjusted to reflect the  positive or negative
investment result of the selected investment option.  Additionally,  any balance
in a deferred  compensation  account that existed prior to the effective date of
the amended and restated  Plan shall be credited  quarterly to reflect  interest
earned on the deferral in an amount determined by

                                        2

<PAGE>


the Committee;  provided,  however, that Participants may elect to have earnings
and losses on such accounts credited as a new deferral or contribution.

     A  Participant's  right or the right of any other person to the Obligations
is not subject to option nor assignable by voluntary or  involuntary  assignment
or by  operation,  including  without  limitation  to  bankruptcy,  garnishment,
attachment or other creditor's process.

     The Obligations are not subject to redemption,  in whole or in part,  prior
to the distribution dates specified by each Participant  without  application to
the  Committee,  and any  adjustment  thereto  shall be  determined  at the sole
discretion  of the  Committee.  A ten percent (10%) penalty will be assessed for
any such adjustment, other than adjustments made in the event of a Participant's
Total  Disability  or  Unforeseeable  Emergency,  as  defined  in the Plan.  The
Registrant  reserves  the  right  to amend or  terminate  the Plan at any  time;
provided,  however,  that no such action  shall reduce a  Participant's  account
under the Plan without the Participant's written consent.


Item 5.  Interests of Named Experts and Counsel.

     Not applicable.


Item 6.  Indemnification of Directors and Officers.

     Section 145 of the General  Corporation  Law of the State of  Delaware,  as
amended,  provides that under certain  circumstances a corporation may indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding  whether  civil,
criminal,  administrative or investigative, by reason of the fact that he or she
is or was a  director,  officer,  employee  or agent of the Company or is or was
serving at its  request in such  capacity  in another  corporation  or  business
association,  against expenses (including attorneys' fees), judgments, fines and
amounts paid in  settlement  actually and  reasonably  incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best  interests  of the Company  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     Section 11 of the Restated  Certificate of  Incorporation of the Registrant
provides in effect that, subject to certain limited  exceptions,  the Registrant
shall indemnify its directors and officers to the extent authorized or permitted
by the General  Corporation  Law of the State of  Delaware.  The  directors  and
officers of the Registrant are insured under policies of insurance maintained by
the  Company,  subject to the limits of the  policies,  against  certain  losses
arising from any claims made against them by reason of being or having been such
directors or officers.  Like  indemnification  and insurance is also provided to
those  employees of the Registrant who serve as  administrators  of the Plan. In
addition,  the Company  has entered  into  contracts  with all of its  directors
providing  for  indemnification  of such persons by the  Registrant  to the full
extent authorized or permitted by law, subject to certain limited exceptions.

                                        3

<PAGE>


Item 7.  Exemption from Registration Claimed.

     Not applicable.


Item 8.  Exhibits.

 Number                               Document
 ------                               --------
  4.1             Sun   Microsystems,    Inc.   U.S.    Non-Qualified   Deferred
                  Compensation  Plan, as amended and restated  effective October
                  1, 1997.

  5.1             Opinion  of Wilson  Sonsini  Goodrich  & Rosati,  Professional
                  Corporation,  with respect to the  legality of the  securities
                  being registered.

 23.1             Consent of Counsel (contained in Exhibit 5.1).

 23.2             Consent of Ernst & Young LLP, Independent Auditors.

 24.1             Power of Attorney (See page 6).


Item 9.  Undertakings.

     (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  registration  statement  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the

                                      4
<PAGE>


securities being  registered,  the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant,
Sun Microsystems, Inc., certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Palo Alto,  State of California,  on August 28,
1997.

                                      Sun Microsystems, Inc.


                                      By:       /s/ Michael E. Lehman
                                                --------------------------------
                                                Michael E. Lehman
                                                Vice President and Chief 
                                                Financial Officer

                                        5

<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints Scott G. McNealy and Michael E. Lehman,
jointly  and  severally,  his or her  attorneys-in-fact,  each with the power of
substitution,  for him or her in any and all capacities,  to sign any amendments
to this  Registration  Statement on Form S-8 and to file the same, with exhibits
thereto and other  documents in con nection  therewith,  with the Securities and
Exchange  Commission,  hereby  ratifying  and  confirming  all that each of said
attorneys-in-fact,  or his or her substitute or substitutes,  may do or cause to
be done by virtue hereof.

<TABLE>
     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<CAPTION>
      SIGNATURE                                     TITLE                              DATE
--------------------------------------------------------------------------------------------------
<S>                                  <C>                                          <C> 
/s/ Scott G. McNealy                 Chairman of the Board of Directors,          August 28, 1997
-------------------------------      President and Chief Executive
Scott G. McNealy                     Officer  (Principal Executive Officer)

/s/Michael E. Lehman                 Vice President and Chief Financial           August 28, 1997
-------------------------------      Officer (Principal Financial Officer)
Michael E. Lehman              

/s/ George Reyes                     Vice President and Controller                August 28, 1997
-------------------------------      (Principal Accounting Officer)
George Reyes                   

/s/ L. John Doerr                    Director                                     August 28, 1997
-------------------------------
L. John Doerr

/s/ Judith L. Estrin                 Director                                     August 28, 1997
-------------------------------
Judith L. Estrin

/s/ Robert J. Fisher                 Director                                     August 28, 1997
-------------------------------
Robert J. Fisher

/s/ Robert L. Long                   Director                                     August 28, 1997
-------------------------------
Robert L. Long

/s/ M. Kenneth Oshman                Director                                     August 28, 1997
-------------------------------
M. Kenneth Oshman

/s/ A. Michael Spence                Director                                     August 28, 1997
-------------------------------
A. Michael Spence

</TABLE>
                                                     6

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

--------------------------------------------------------------------------------

                                    EXHIBITS

--------------------------------------------------------------------------------


                       Registration Statement on Form S-8

                             Sun Microsystems, Inc.

                                 August 29, 1997


                                      

<PAGE>


                                INDEX TO EXHIBITS

Exhibit
 Number                               Description
 ------                               -----------
  4.1             Sun   Microsystems,    Inc.   U.S.    Non-Qualified   Deferred
                  Compensation  Plan, as amended and restated  effective October
                  1, 1997.

  5.1             Opinion  of Wilson  Sonsini  Goodrich  & Rosati,  Professional
                  Corporation,  with respect to being registered.

 23.1             Consent of Counsel (contained in Exhibit 5.1).

 23.2             Consent of Ernst & Young LLP, Independent Auditors.

 24.1             Power of Attorney (See page 6).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19134}]
{"company-data": {"conformed-name": "SUN MICROSYSTEMS INC", "cik": "0000709519", "assigned-sic": "3571", "irs-number": "942805249", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34651", "film-number": "97672866"}, "business-address": {"street1": "901 SAN ANTONIO ROAD", "city": "PALO ALTO", "state": "CA", "zip": "94303", "phone": "4159601300"}, "mail-address": {"street1": "901 SAN ANTONIO ROAD", "city": "PALO ALTO", "state": "CA", "zip": "94303"}}
As filed with the Securities and Exchange Commission on August 29, 1997
                                                    Registration No.____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                             SUN MICROSYSTEMS, INC.
             (Exact Name of Registrant as specified in its charter)

          Delaware                                             94-2805249
(State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                          Identification Number)

                              901 San Antonio Road
                               Palo Alto, CA 94303
                        (Address, including zip code, of
                    Registrant's Principal Executive Offices)

      SUN MICROSYSTEMS, INC. U.S. NON-QUALIFIED DEFERRED COMPENSATION PLAN
                            (Full Title of the Plan)

                                Scott G. McNealy
                                    President
                             SUN MICROSYSTEMS, INC.
                              901 San Antonio Road
                               Palo Alto, CA 94303
                                 (650) 960-1300
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    COPY TO:
                              David J. Segre, Esq.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94304
                                 (650) 493-9300

================================================================================
CALCULATION OF REGISTRATION FEE
=======================================================================================================
                                           Proposed Maximum      Proposed Maximum          Amount of
 Title of Securities      Amount to be    Offering Price Per    Aggregate Offering       Registration
  to be Registered         Registered           Share                 Price                  Fee
-------------------------------------------------------------------------------------------------------
Deferred Compensation      $20,000,000           100%             $ 20,000,000(2)         $  6,061.00
Obligations(1)

-------------------------------------------------------------------------------------------------------
--------

     (1) The Deferred Compensation  Obligations are unsecured obligations of Sun Microsystems,  Inc. to
pay deferred compensation in the future in accordance with the terms of the Sun Microsystems, Inc. U.S.
Non-Qualified  Deferred  Compensation Plan, as amended effective October 1, 1997, for a select group of
Eligible Employees and Board Members.

     (2) Estimated solely for the purpose of determining the registration fee.
1-A
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Information Incorporated by Reference.

     There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange   Commission  (the   "Commission")  by  Sun  Microsystems,   Inc.  (the
"Registrant"):

1.       The Registrant's Annual Report on Form 10-K for the year ended June 30,
         1996, filed pursuant to Section 13(a) of the Exchange Act.

2.       The Registrant's  Reports on Form 10-Q filed May 12, 1997, February 12,
         1997 and  November  13,  1996  pursuant  to  Section 13 of 15(d) of the
         Exchange Act.

3.       All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
         13(c),  14 and  15(d)  of the  Exchange  Act  after  the  date  of this
         Registration  Statement  and prior to the  filing  of a  post-effective
         amendment which indicates that all securities offered have been sold or
         which deregisters all securities then remaining unsold, shall be deemed
         to be incorporated by reference in this  Registration  Statement and to
         be part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

     Under the Sun Microsystems,  Inc. U.S.  Non-Qualified Deferred Compensation
Plan,  as amended  and  restated  effective  October 1, 1997 (the  "Plan"),  the
Registrant  will  provide  Eligible  Employees  and Board  Members,  as  defined
therein,  the  opportunity  to  enter  into  agreements  for the  deferral  of a
specified  amount or  percentage  of their cash  compensation  derived from base
salary and  incentive  bonus awards or, in the case of Eligible  Board  Members,
from retainer payments.  The Registrant will enter into a trust agreement with a
trustee under an irrevocable trust (the "Trust"), the amounts allocated to which
and the earnings thereon shall be used to satisfy the obligations of the Company
under such agreements (the  "Obligations").  The Trust will be a "grantor trust"
for state and federal income tax purposes,  and the assets of the Trust shall at
all times be subject to the claims of the general creditors of the Company.

     The amount of  compensation to be deferred by each  participating  Eligible
Employee or Board Member  (individually,  a "Participant" and collectively,  the
"Participants")  will be  determined  in  accordance  with  the  Plan  based  on
elections  by each  Participant.  Each  Obligation  will be payable on a date or
dates selected by each  Participant at the time of enrollment.  The  Obligations
will be indexed to two or more  investment  funds  selected by the Benefits Plan
Committee  (the  "Committee")  appointed by the Board of Directors to administer
the Plan, and such selected  investment funds may vary from time to time, but in
no event more  frequently  than  quarterly.  A Participant may select his or her
investment  options for new deferrals or contributions once per calendar quarter
to  become  effective  as of  the  first  day  of the  following  quarter.  Each
Participant's  Obligation  will be adjusted to reflect the  positive or negative
investment result of the selected investment option.  Additionally,  any balance
in a deferred  compensation  account that existed prior to the effective date of
the amended and restated  Plan shall be credited  quarterly to reflect  interest
earned on the deferral in an amount determined by

                                        2
the Committee;  provided,  however, that Participants may elect to have earnings
and losses on such accounts credited as a new deferral or contribution.

     A  Participant's  right or the right of any other person to the Obligations
is not subject to option nor assignable by voluntary or  involuntary  assignment
or by  operation,  including  without  limitation  to  bankruptcy,  garnishment,
attachment or other creditor's process.

     The Obligations are not subject to redemption,  in whole or in part,  prior
to the distribution dates specified by each Participant  without  application to
the  Committee,  and any  adjustment  thereto  shall be  determined  at the sole
discretion  of the  Committee.  A ten percent (10%) penalty will be assessed for
any such adjustment, other than adjustments made in the event of a Participant's
Total  Disability  or  Unforeseeable  Emergency,  as  defined  in the Plan.  The
Registrant  reserves  the  right  to amend or  terminate  the Plan at any  time;
provided,  however,  that no such action  shall reduce a  Participant's  account
under the Plan without the Participant's written consent.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the General  Corporation  Law of the State of  Delaware,  as
amended,  provides that under certain  circumstances a corporation may indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding  whether  civil,
criminal,  administrative or investigative, by reason of the fact that he or she
is or was a  director,  officer,  employee  or agent of the Company or is or was
serving at its  request in such  capacity  in another  corporation  or  business
association,  against expenses (including attorneys' fees), judgments, fines and
amounts paid in  settlement  actually and  reasonably  incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best  interests  of the Company  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

     Section 11 of the Restated  Certificate of  Incorporation of the Registrant
provides in effect that, subject to certain limited  exceptions,  the Registrant
shall indemnify its directors and officers to the extent authorized or permitted
by the General  Corporation  Law of the State of  Delaware.  The  directors  and
officers of the Registrant are insured under policies of insurance maintained by
the  Company,  subject to the limits of the  policies,  against  certain  losses
arising from any claims made against them by reason of being or having been such
directors or officers.  Like  indemnification  and insurance is also provided to
those  employees of the Registrant who serve as  administrators  of the Plan. In
addition,  the Company  has entered  into  contracts  with all of its  directors
providing  for  indemnification  of such persons by the  Registrant  to the full
extent authorized or permitted by law, subject to certain limited exceptions.

                                        3
Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

 Number                               Document
 ------                               --------
  4.1             Sun   Microsystems,    Inc.   U.S.    Non-Qualified   Deferred
                  Compensation  Plan, as amended and restated  effective October
                  1, 1997.

  5.1             Opinion  of Wilson  Sonsini  Goodrich  & Rosati,  Professional
                  Corporation,  with respect to the  legality of the  securities
                  being registered.

 23.1             Consent of Counsel (contained in Exhibit 5.1).

 23.2             Consent of Ernst & Young LLP, Independent Auditors.

 24.1             Power of Attorney (See page 6).

Item 9.  Undertakings.

     (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  registration  statement  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the

                                      4
securities being  registered,  the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant,
Sun Microsystems, Inc., certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Palo Alto,  State of California,  on August 28,
1997.

                                      Sun Microsystems, Inc.

                                      By:       /s/ Michael E. Lehman
                                                --------------------------------
                                                Michael E. Lehman
                                                Vice President and Chief 
                                                Financial Officer

                                        5
POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints Scott G. McNealy and Michael E. Lehman,
jointly  and  severally,  his or her  attorneys-in-fact,  each with the power of
substitution,  for him or her in any and all capacities,  to sign any amendments
to this  Registration  Statement on Form S-8 and to file the same, with exhibits
thereto and other  documents in con nection  therewith,  with the Securities and
Exchange  Commission,  hereby  ratifying  and  confirming  all that each of said
attorneys-in-fact,  or his or her substitute or substitutes,  may do or cause to
be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
SIGNATURE                                     TITLE                              DATE
--------------------------------------------------------------------------------------------------
/s/ Scott G. McNealy                 Chairman of the Board of Directors,          August 28, 1997
-------------------------------      President and Chief Executive
Scott G. McNealy                     Officer  (Principal Executive Officer)

/s/Michael E. Lehman                 Vice President and Chief Financial           August 28, 1997
-------------------------------      Officer (Principal Financial Officer)
Michael E. Lehman              

/s/ George Reyes                     Vice President and Controller                August 28, 1997
-------------------------------      (Principal Accounting Officer)
George Reyes                   

/s/ L. John Doerr                    Director                                     August 28, 1997
-------------------------------
L. John Doerr

/s/ Judith L. Estrin                 Director                                     August 28, 1997
-------------------------------
Judith L. Estrin

/s/ Robert J. Fisher                 Director                                     August 28, 1997
-------------------------------
Robert J. Fisher

/s/ Robert L. Long                   Director                                     August 28, 1997
-------------------------------
Robert L. Long

/s/ M. Kenneth Oshman                Director                                     August 28, 1997
-------------------------------
M. Kenneth Oshman

/s/ A. Michael Spence                Director                                     August 28, 1997
-------------------------------
A. Michael Spence
6
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

--------------------------------------------------------------------------------

                                    EXHIBITS

--------------------------------------------------------------------------------

                       Registration Statement on Form S-8

                             Sun Microsystems, Inc.

                                 August 29, 1997
INDEX TO EXHIBITS

Exhibit
 Number                               Description
 ------                               -----------
  4.1             Sun   Microsystems,    Inc.   U.S.    Non-Qualified   Deferred
                  Compensation  Plan, as amended and restated  effective October
                  1, 1997.

  5.1             Opinion  of Wilson  Sonsini  Goodrich  & Rosati,  Professional
                  Corporation,  with respect to being registered.

 23.1             Consent of Counsel (contained in Exhibit 5.1).

 23.2             Consent of Ernst & Young LLP, Independent Auditors.

 24.1             Power of Attorney (See page 6).