As filed with the Securities and Exchange Commission on October 31, 1996

                                                        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)

                               2550 Garcia Avenue
                            Mountain View, CA 94043
                                 (415) 960-1300
   (Address and telephone number of Registrant's principal executive offices)

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

                         1989 FRENCH STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                                Scott G. McNealy
                                   President
                             SUN MICROSYSTEMS, INC.
                               2550 Garcia Avenue
                            Mountain View, CA 94043
                                 (415) 960-1300
           (Name, address and telephone number of agent for service)

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

                                    Copy to:

                               Judith M. O'Brien
                       WILSON, SONSINI, GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
<PAGE>
<TABLE>

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                        Proposed                                         
                                                                        Maximum          Proposed     
                                                         Amount         Offering          Maximum          Amount of    
                                                         to be          Price Per        Aggregate        Registration  
Title of Securities to be Registered                    Registered        Share         Offering Price        Fee        
------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>              <C>             <C>                  <C>
Common Stock, $.00067 par value, to be issued
pursuant to the 1989 French Stock Option. . . . . .   150,000 shares   $58.6875(1)     $8,803,125.00(1)     $2,667.62
------------------------------------------------------------------------------------------------------------------------
<FN>

(1)  Estimated  in  accordance  with  Rule 457 (c)  solely  for the  purpose  of
     calculating  the  registration  fee on the basis of the average of the high
     and low price for the  Common  Stock as  reported  on the  Nasdaq  National
     Market System on October 29, 1996.
</FN>
</TABLE>
<PAGE>

        The  contents of the  Registrant's  Forms S-8  Registration  Statements,
Registration  No.'s  33-28505 and  33-51129,  dated May 3, 1989 and November 22,
1993,  respectively,   relating  to  the  1989  French  Stock  Option  Plan  are
incorporated herein by reference.

            PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 8.  Exhibits

        Exhibit
        Number          Documents
        -------         ---------

        4.1     1989 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 (see 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 Mountain View, State of
California, on this 30th day of October, 1996.

                                   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           October 30, 1996
---------------------------    of Directors, President         
       (Scott G. McNealy)      and Chief Executive Officer     
                               (Principal Executive Officer)   
                               
  /s/  MICHAEL E. LEHMAN       Vice President and              October 30, 1996
---------------------------    Chief Financial Officer       
      (Michael E. Lehman)      (Principal Financial Officer) 
                               
  /s/  GEORGE REYES            Vice President and              October 30, 1996
---------------------------    Controller (Principal 
      (George Reyes)           Accounting Officer)   
                               
  /s/  L. JOHN DOERR           Director                        October 30, 1996
---------------------------
      (L. John Doerr)

  /s/  ROBERT J. FISHER        Director                        October 30, 1996
---------------------------
      (Robert J. Fisher)

  /s/  JUDITH L. ESTRIN        Director                        October 30, 1996
---------------------------
      (Judith L. Estrin)

  /s/  ROBERT L. LONG          Director                        October 30, 1996
---------------------------
      (Robert L. Long)

  /s/  M. KENNETH OSHMAN       Director                        October 30, 1996
---------------------------
      (M. Kenneth Oshman)

---------------------------    Director                        October 30, 1996
      (A. Michael Spence)

                                      II-3

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





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



                       Registration Statement on Form S-8

                             SUN MICROSYSTEMS, INC.

                                October 31, 1996
<PAGE>

                             SUN MICROSYSTEMS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                               INDEX TO EXHIBITS

        Exhibit
        Number          Description
        -------         -----------

        4.1     1989 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-3)
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 9271}]
{"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": "333-15179", "film-number": "96651094"}, "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 October 31, 1996

                                                        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)

                               2550 Garcia Avenue
                            Mountain View, CA 94043
                                 (415) 960-1300
   (Address and telephone number of Registrant's principal executive offices)

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

                         1989 FRENCH STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                                Scott G. McNealy
                                   President
                             SUN MICROSYSTEMS, INC.
                               2550 Garcia Avenue
                            Mountain View, CA 94043
                                 (415) 960-1300
           (Name, address and telephone number of agent for service)

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

                                    Copy to:

                               Judith M. O'Brien
                       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         Offering Price        Fee        
------------------------------------------------------------------------------------------------------------------------
Common Stock, $.00067 par value, to be issued
pursuant to the 1989 French Stock Option. . . . . .   150,000 shares   $58.6875(1)     $8,803,125.00(1)     $2,667.62
------------------------------------------------------------------------------------------------------------------------
(1)  Estimated  in  accordance  with  Rule 457 (c)  solely  for the  purpose  of
     calculating  the  registration  fee on the basis of the average of the high
     and low price for the  Common  Stock as  reported  on the  Nasdaq  National
     Market System on October 29, 1996.
The  contents of the  Registrant's  Forms S-8  Registration  Statements,
Registration  No.'s  33-28505 and  33-51129,  dated May 3, 1989 and November 22,
1993,  respectively,   relating  to  the  1989  French  Stock  Option  Plan  are
incorporated herein by reference.

            PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 8.  Exhibits

        Exhibit
        Number          Documents
        -------         ---------

        4.1     1989 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 (see 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 Mountain View, State of
California, on this 30th day of October, 1996.

                                   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           October 30, 1996
---------------------------    of Directors, President         
       (Scott G. McNealy)      and Chief Executive Officer     
                               (Principal Executive Officer)   
                               
  /s/  MICHAEL E. LEHMAN       Vice President and              October 30, 1996
---------------------------    Chief Financial Officer       
      (Michael E. Lehman)      (Principal Financial Officer) 
                               
  /s/  GEORGE REYES            Vice President and              October 30, 1996
---------------------------    Controller (Principal 
      (George Reyes)           Accounting Officer)   
                               
  /s/  L. JOHN DOERR           Director                        October 30, 1996
---------------------------
      (L. John Doerr)

  /s/  ROBERT J. FISHER        Director                        October 30, 1996
---------------------------
      (Robert J. Fisher)

  /s/  JUDITH L. ESTRIN        Director                        October 30, 1996
---------------------------
      (Judith L. Estrin)

  /s/  ROBERT L. LONG          Director                        October 30, 1996
---------------------------
      (Robert L. Long)

  /s/  M. KENNETH OSHMAN       Director                        October 30, 1996
---------------------------
      (M. Kenneth Oshman)

---------------------------    Director                        October 30, 1996
      (A. Michael Spence)

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

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

                       Registration Statement on Form S-8

                             SUN MICROSYSTEMS, INC.

                                October 31, 1996
SUN MICROSYSTEMS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                               INDEX TO EXHIBITS

        Exhibit
        Number          Description
        -------         -----------

        4.1     1989 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-3)