As filed with the Securities and Exchange Commission on November 20, 1997
                                                      Registration No. 333-_____
--------------------------------------------------------------------------------

                       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 of Incorporation)                              (I.R.S. Employer
                                                      Identification Number)

                              901 San Antonio Road
                              Palo Alto, CA 94303
                                 (650) 960-1300
   (Address and telephone number of Registrant's principal executive offices)

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

                         1997 FRENCH 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 and telephone number of agent for service)

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

                                    Copy to:

                              David J. Segre, Esq.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050

<PAGE>
<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
                                                                               Proposed
                                                                               Maximum        Proposed
                                                            Amount             Offering       Maximum                Amount of
                                                            to be              Price Per      Aggregate              Registration
 Title of Securities to be Registered                       Registered         Share(1)       Offering Price(1)      Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                <C>            <C>                    <C>
 Common Stock, $0.00067 par value, to be issued upon
 exercise of stock options granted under the 1997 French
 Stock Option Plan .......................................  3,000,000 shares   $31.375        $94,125,000.00         $28,523
------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1)  Estimated  pursuant to Rule 457(h) under the  Securities  Act of 1933, as amended (the "Act") based on the average  between the
     high and low price as reported on  Nasdaq on November 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  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
September 28, 1997, filed pursuant to Section 13(a) of the Exchange Act.

     3. The Company's  Registration Statement on Form 8-A relating to the Common
Stock which became effective October 24, 1986, as amended.

     4.  The  Company's  Registration  Statement  on Form  8-A  relating  to the
Company's  Common Share Purchase Rights which became  effective on May 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  Regisration  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  of the Company  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

                                      II-1

<PAGE>

     Section 11 of the Restated  Certificate of Incorporation  and the Bylaws 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.

4.1    1997 French Stock Option Plan.

5.1    Opinion of Counsel as to legality of 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 (Contained in page II-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.

                                      II-2
<PAGE>

     (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 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.

                                      II-3


<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Sun Microsystems,  Inc., a corporation  organized and existing under the laws of
the State of Delaware,  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 this 20th day
of November, 1997.

                                        SUN MICROSYSTEMS, INC.



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

                                      II-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,                      November 20, 1997
--------------------------------                    President and Chief Executive Officer
Scott G. McNealy                                    (Principal Executive Officer)

/s/ Michael E. Lehman                               Vice President and Chief Financial                       November 20, 1997
--------------------------------                    Officer (Principal Financial Officer)
Michael E. Lehman

/s/ George Reyes                                    Vice President and Corporate Controller                  November 20, 1997
--------------------------------                    (Principal Accounting Officer)
George Reyes

/s/ L. John Doerr                                   Director                                                 November 20, 1997
--------------------------------
L. John Doerr

/s/ Robert J. Fisher                                Director                                                 November 20, 1997
--------------------------------
Robert J. Fisher

/s/ Judith L. Estrin                                Director                                                 November 20, 1997
--------------------------------
Judith L. Estrin

/s/ Robert L. Long                                  Director                                                 November 20, 1997
--------------------------------
Robert L. Long

/s/ M. Kenneth Oshman                               Director                                                 November 20, 1997
--------------------------------
M. Kenneth Oshman

/s/ A. Michael Spence                               Director                                                 November 20, 1997
--------------------------------
A. Michael Spence
</TABLE>

                                                              II-5

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                             ----------------------
                                    EXHIBITS
                             ----------------------


                       Registration Statement on Form S-8

                             SUN MICROSYSTEMS, INC.

                               November 20, 1997

<PAGE>

                             SUN MICROSYSTEMS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

Exhibit
Number                   Description
------                   -----------
4.1       1997 French Stock Option Plan.

5.1       Opinion of Counsel as to legality of 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 (Contained in page II-5).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16166}]
{"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": "333-40675", "film-number": "97725261"}, "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 November 20, 1997
                                                      Registration No. 333-_____
--------------------------------------------------------------------------------

                       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 of Incorporation)                              (I.R.S. Employer
                                                      Identification Number)

                              901 San Antonio Road
                              Palo Alto, CA 94303
                                 (650) 960-1300
   (Address and telephone number of Registrant's principal executive offices)

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

                         1997 FRENCH 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 and telephone number of agent for service)

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

                                    Copy to:

                              David J. Segre, Esq.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
                                                                               Proposed
                                                                               Maximum        Proposed
                                                            Amount             Offering       Maximum                Amount of
                                                            to be              Price Per      Aggregate              Registration
 Title of Securities to be Registered                       Registered         Share(1)       Offering Price(1)      Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.00067 par value, to be issued upon
 exercise of stock options granted under the 1997 French
 Stock Option Plan .......................................  3,000,000 shares   $31.375        $94,125,000.00         $28,523
------------------------------------------------------------------------------------------------------------------------------------
(1)  Estimated  pursuant to Rule 457(h) under the  Securities  Act of 1933, as amended (the "Act") based on the average  between the
     high and low price as reported on  Nasdaq on November 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  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
September 28, 1997, filed pursuant to Section 13(a) of the Exchange Act.

     3. The Company's  Registration Statement on Form 8-A relating to the Common
Stock which became effective October 24, 1986, as amended.

     4.  The  Company's  Registration  Statement  on Form  8-A  relating  to the
Company's  Common Share Purchase Rights which became  effective on May 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  Regisration  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  of the Company  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

                                      II-1
Section 11 of the Restated  Certificate of Incorporation  and the Bylaws 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.

4.1    1997 French Stock Option Plan.

5.1    Opinion of Counsel as to legality of 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 (Contained in page II-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.

                                      II-2
(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 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.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Sun Microsystems,  Inc., a corporation  organized and existing under the laws of
the State of Delaware,  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 this 20th day
of November, 1997.

                                        SUN MICROSYSTEMS, INC.

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

                                      II-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,                      November 20, 1997
--------------------------------                    President and Chief Executive Officer
Scott G. McNealy                                    (Principal Executive Officer)

/s/ Michael E. Lehman                               Vice President and Chief Financial                       November 20, 1997
--------------------------------                    Officer (Principal Financial Officer)
Michael E. Lehman

/s/ George Reyes                                    Vice President and Corporate Controller                  November 20, 1997
--------------------------------                    (Principal Accounting Officer)
George Reyes

/s/ L. John Doerr                                   Director                                                 November 20, 1997
--------------------------------
L. John Doerr

/s/ Robert J. Fisher                                Director                                                 November 20, 1997
--------------------------------
Robert J. Fisher

/s/ Judith L. Estrin                                Director                                                 November 20, 1997
--------------------------------
Judith L. Estrin

/s/ Robert L. Long                                  Director                                                 November 20, 1997
--------------------------------
Robert L. Long

/s/ M. Kenneth Oshman                               Director                                                 November 20, 1997
--------------------------------
M. Kenneth Oshman

/s/ A. Michael Spence                               Director                                                 November 20, 1997
--------------------------------
A. Michael Spence
II-5
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                             ----------------------
                                    EXHIBITS
                             ----------------------

                       Registration Statement on Form S-8

                             SUN MICROSYSTEMS, INC.

                               November 20, 1997
SUN MICROSYSTEMS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

Exhibit
Number                   Description
------                   -----------
4.1       1997 French Stock Option Plan.

5.1       Opinion of Counsel as to legality of 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 (Contained in page II-5).