As filed with the Securities and Exchange Commission on August 28, 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 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)

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

                             Sun Microsystems, Inc.
                      Equity Compensation Acquisition 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, CA 94304
                                 (650) 493-9300
<PAGE>
<TABLE>

                                 CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------
<CAPTION>
                                                     Proposed
                                                      Maximum     Proposed
                                         Amount      Offering      Maximum        Amount of
                                         to be        Price       Aggregate      Registration
Title of Securities to be Registered   Registered    Per Share  Offering Price       Fee
-----------------------------------------------------------------------------------------------
<S>                                    <C>           <C>          <C>              <C>
Common Stock, no par value             1,150,000     $49.9375     $57,428,125      $17,403
-----------------------------------------------------------------------------------------------

<FN>

(1)  The Proposed  Maximum  Offering  Price Per Share was estimated  pursuant to
     Rule 457(h) under the Securities  Act of 1933, as amended (the  "Securities
     Act")  solely for the purpose of  calculating  the  registration  fee.  The
     average of the high and the low price on August 26, 1997, was $49.9375.

(2)  Pursuant to Section 6(b) of the Securities Act.
</FN>
</TABLE>

<PAGE>

         The  contents  of the  Registrant's  Form S-8  Registration  Statement,
Registration  No.  333-09867,  dated  August 9,  1996,  relating  to the  Equity
Compensation Acquisition Plan are incorporated herein by reference.

            PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit
Number                              Documents
------                              ---------
4.1            Equity Compensation Acquisition 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-3)



                                      II-1

<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 22nd day of August, 1997.


                            SUN MICROSYSTEMS, INC.



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


                                      II-2

<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.

         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 22, 1997
---------------------   President and Chief Executive Officer
Scott G. McNealy        (Principal Executive Officer)



/s/ Michael E. Lehman   Vice President and Chief Financial       August 22, 1997
---------------------   Officer (Principal Financial Officer)
Michael E. Lehman


/s/ George Reyes        Vice President and Corporate Controller  August 22, 1997
---------------------   (Principal Accounting Officer)
George Reyes


/s/ L. John Doerr       Director                                 August 22, 1997
---------------------
L. John Doerr


/s/ Robert J. Fisher    Director                                 August 22, 1997
---------------------
Robert J. Fisher


/s/ Judith L. Estrin    Director                                 August 22, 1997
---------------------
Judith L. Estrin


/s/ Robert L. Long      Director                                 August 22, 1997
---------------------
Robert L. Long


/s/ M. Kenneth Oshman   Director                                 August 22, 1997
---------------------
M. Kenneth Oshman


/s/ A. Michael Spence   Director                                 August 22, 1997
---------------------
A. Michael Spence


                                      II-3
<PAGE>









                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



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



                       Registration Statement on Form S-8

                             SUN MICROSYSTEMS, INC.

                                 August 27, 1997





                                      II-4


<PAGE>


                             SUN MICROSYSTEMS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

Exhibit
Number                          Description
------                          -----------
4.1           Equity Compensation Acquisition 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-3)



                                      II-5
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 8866}]
{"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": "333-34543", "film-number": "97672038"}, "business-address": {"street1": "2550 GARCIA AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043-1100", "phone": "4159601300"}, "mail-address": {"street1": "2550 GARCIA AVENUE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043-1100"}}
As filed with the Securities and Exchange Commission on August 28, 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 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)

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

                             Sun Microsystems, Inc.
                      Equity Compensation Acquisition 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, CA 94304
                                 (650) 493-9300
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------
Proposed
                                                      Maximum     Proposed
                                         Amount      Offering      Maximum        Amount of
                                         to be        Price       Aggregate      Registration
Title of Securities to be Registered   Registered    Per Share  Offering Price       Fee
-----------------------------------------------------------------------------------------------
Common Stock, no par value             1,150,000     $49.9375     $57,428,125      $17,403
-----------------------------------------------------------------------------------------------
(1)  The Proposed  Maximum  Offering  Price Per Share was estimated  pursuant to
     Rule 457(h) under the Securities  Act of 1933, as amended (the  "Securities
     Act")  solely for the purpose of  calculating  the  registration  fee.  The
     average of the high and the low price on August 26, 1997, was $49.9375.

(2)  Pursuant to Section 6(b) of the Securities Act.
The  contents  of the  Registrant's  Form S-8  Registration  Statement,
Registration  No.  333-09867,  dated  August 9,  1996,  relating  to the  Equity
Compensation Acquisition Plan are incorporated herein by reference.

            PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit
Number                              Documents
------                              ---------
4.1            Equity Compensation Acquisition 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-3)

                                      II-1
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 22nd day of August, 1997.

                            SUN MICROSYSTEMS, INC.

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

                                      II-2
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,      August 22, 1997
---------------------   President and Chief Executive Officer
Scott G. McNealy        (Principal Executive Officer)

/s/ Michael E. Lehman   Vice President and Chief Financial       August 22, 1997
---------------------   Officer (Principal Financial Officer)
Michael E. Lehman

/s/ George Reyes        Vice President and Corporate Controller  August 22, 1997
---------------------   (Principal Accounting Officer)
George Reyes

/s/ L. John Doerr       Director                                 August 22, 1997
---------------------
L. John Doerr

/s/ Robert J. Fisher    Director                                 August 22, 1997
---------------------
Robert J. Fisher

/s/ Judith L. Estrin    Director                                 August 22, 1997
---------------------
Judith L. Estrin

/s/ Robert L. Long      Director                                 August 22, 1997
---------------------
Robert L. Long

/s/ M. Kenneth Oshman   Director                                 August 22, 1997
---------------------
M. Kenneth Oshman

/s/ A. Michael Spence   Director                                 August 22, 1997
---------------------
A. Michael Spence

                                      II-3
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                       Registration Statement on Form S-8

                             SUN MICROSYSTEMS, INC.

                                 August 27, 1997

                                      II-4
SUN MICROSYSTEMS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

Exhibit
Number                          Description
------                          -----------
4.1           Equity Compensation Acquisition 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-3)

                                      II-5