As filed with the Securities and Exchange Commission on October 17, 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)

                   INTEGRITY ARTS, INC. 1996 STOCK OPTION 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
                                        Amount to      Proposed Maximum             Maximum              Amount of
      Title of Securities                   be        Offering Price Per      Aggregate Offering      Registration
        to be Registered               Registered(#)         Share                   Price                  Fee
--------------------------------------------------------------------------------------------------------------------
<S>                                        <C>           <C>                     <C>                      <C>    
Common Stock of the                        46,774        $44.8125(1)             $2,096,059.90            $635.17
Company to be issued upon
exercise of options granted
under the Integrity Arts, Inc.
1996 Stock Option Plan
<FN>
---------------------------

(1)   Estimated  pursuant to Rule 457(c) under the  Securities  Act of 1933,  as
      amended (the "Act") based on the average between the high and low price as
      reported on the Nasdaq NMS on October 13, 1997.
</FN>
</TABLE>



<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" or the "Company"):

         1.       The  Registrant's  Annual  Report on Form 10-K,  as amended on
                  Form 10-K/A,  for the year ended June 30, 1997, filed pursuant
                  to Section  13(a) of the  Securities  Exchange Act of 1934, as
                  amended (the "Exchange Act").

         2.       The Company's  Registration  Statement on Form 8-A relating to
                  the Common Stock which became effective  December 23, 1986, as
                  amended.

         3.       The Company's  Registration  Statement on Form 8-A relating to
                  the  Company's  Common  Share  Purchase  Rights  which  became
                  effective on July 22, 1989, as amended.


         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.

         Not applicable.


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

                                        2

<PAGE>


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 certain 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.


Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.



    Number                            Document
---------------     ------------------------------------------------------------

4.1                 Integrity  Arts,  Inc. 1996 Stock Option Plan,  and form  of
                    agreement used thereunder.

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 5).



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

                                        3

<PAGE>



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 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 October 17, 1997.

                               Sun Microsystems, Inc.


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


                                        4

<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  connection  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,          October 17, 1997
Scott G. McNealy                                    President and Chief Executive
                                                    Officer (Principal Executive Officer)

/s/ Michael E. Lehman                          
----------------------------------------------      Vice President and Chief Financial           October 17, 1997
Michael E. Lehman                                   Officer (Principal Financial Officer)

/s/ George Reyes                              
----------------------------------------------      Vice President and Controller                October 17, 1997
George Reyes                                        (Principal Accounting Officer)

/s/ L. John Doerr                             
----------------------------------------------      Director                                     October 17, 1997
L. John Doerr

/s/ Judith L. Estrin
----------------------------------------------      Director                                     October 17, 1997
Judith L. Estrin

/s/ Robert J. Fisher
----------------------------------------------      Director                                     October 17, 1997
Robert J. Fisher

/s/ Robert L. Long
----------------------------------------------      Director                                     October 17, 1997
Robert L. Long

/s/ M. Kenneth Oshman
----------------------------------------------      Director                                     October 17, 1997
M. Kenneth Oshman

/s/ A. Michael Spence
----------------------------------------------      Director                                     October 17, 1997
A. Michael Spence

</TABLE>


                                                                    5

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                             Sun Microsystems, Inc.

                                October 17, 1997



                                        

<PAGE>



                                INDEX TO EXHIBITS



  Exhibit                          Description
  Number
---------  ---------------------------------------------------------------------
   4.1     Integrity Arts, Inc. 1996 Stock Option Plan, and form  of agreement
           used thereunder.

   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 5).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16238}]
{"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": "333-38163", "film-number": "97697497"}, "business-address": {"street1": "901 SAN ANTONIO ROAD", "city": "PALO ALTO", "state": "CA", "zip": "94303", "phone": "6509601300"}, "mail-address": {"street1": "901 SAN ANTONIO ROAD", "city": "PALO ALTO", "state": "CA", "zip": "94303"}}
As filed with the Securities and Exchange Commission on October 17, 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)

                   INTEGRITY ARTS, INC. 1996 STOCK OPTION 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
                                        Amount to      Proposed Maximum             Maximum              Amount of
      Title of Securities                   be        Offering Price Per      Aggregate Offering      Registration
        to be Registered               Registered(#)         Share                   Price                  Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock of the                        46,774        $44.8125(1)             $2,096,059.90            $635.17
Company to be issued upon
exercise of options granted
under the Integrity Arts, Inc.
1996 Stock Option Plan
---------------------------

(1)   Estimated  pursuant to Rule 457(c) under the  Securities  Act of 1933,  as
      amended (the "Act") based on the average between the high and low price as
      reported on the Nasdaq NMS on October 13, 1997.
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" or the "Company"):

         1.       The  Registrant's  Annual  Report on Form 10-K,  as amended on
                  Form 10-K/A,  for the year ended June 30, 1997, filed pursuant
                  to Section  13(a) of the  Securities  Exchange Act of 1934, as
                  amended (the "Exchange Act").

         2.       The Company's  Registration  Statement on Form 8-A relating to
                  the Common Stock which became effective  December 23, 1986, as
                  amended.

         3.       The Company's  Registration  Statement on Form 8-A relating to
                  the  Company's  Common  Share  Purchase  Rights  which  became
                  effective on July 22, 1989, as amended.

         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.

         Not applicable.

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

                                        2
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 certain 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.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

    Number                            Document
---------------     ------------------------------------------------------------

4.1                 Integrity  Arts,  Inc. 1996 Stock Option Plan,  and form  of
                    agreement used thereunder.

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 5).

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

                                        3
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 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 October 17, 1997.

                               Sun Microsystems, Inc.

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

                                        4
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  connection  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,          October 17, 1997
Scott G. McNealy                                    President and Chief Executive
                                                    Officer (Principal Executive Officer)

/s/ Michael E. Lehman                          
----------------------------------------------      Vice President and Chief Financial           October 17, 1997
Michael E. Lehman                                   Officer (Principal Financial Officer)

/s/ George Reyes                              
----------------------------------------------      Vice President and Controller                October 17, 1997
George Reyes                                        (Principal Accounting Officer)

/s/ L. John Doerr                             
----------------------------------------------      Director                                     October 17, 1997
L. John Doerr

/s/ Judith L. Estrin
----------------------------------------------      Director                                     October 17, 1997
Judith L. Estrin

/s/ Robert J. Fisher
----------------------------------------------      Director                                     October 17, 1997
Robert J. Fisher

/s/ Robert L. Long
----------------------------------------------      Director                                     October 17, 1997
Robert L. Long

/s/ M. Kenneth Oshman
----------------------------------------------      Director                                     October 17, 1997
M. Kenneth Oshman

/s/ A. Michael Spence
----------------------------------------------      Director                                     October 17, 1997
A. Michael Spence
5
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                             Sun Microsystems, Inc.

                                October 17, 1997
INDEX TO EXHIBITS

  Exhibit                          Description
  Number
---------  ---------------------------------------------------------------------
   4.1     Integrity Arts, Inc. 1996 Stock Option Plan, and form  of agreement
           used thereunder.

   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 5).