As filed with the Securities and Exchange Commission on August 9, 1996
                                                    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)

                               2550 Garcia Avenue
                             Mountain View, CA 94043
                        (Address, including zip code, 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.
                               2550 Garcia Avenue
                             Mountain View, CA 94043
                                 (415) 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
                                 (415) 493-9300
================================================================================

<PAGE>
<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>
===================================================================================================================

                                                       Proposed Maximum        Proposed Maximum        Amount of
      Title of Securities          Amount to be       Offering Price Per      Aggregate Offering     Registration
        to be Registered            Registered               Share                  Price                 Fee
- -------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                <C>                   <C>                   <C>           
Common Stock, no par value            485,000            $  53.19(1)           $ 25,797,150.00(1)    $  8,895.57(2)
                                                                            
Totals                                485,000            $  53.19(1)           $ 25,797,150.00(1)    $  8,895.57(2)
- -------------------------------------------------------------------------------------------------------------------
<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
bid and asked price on Tuesday, August 6, 1996, was $53.19.

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

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Information Incorporated by Reference.

         There  are  hereby  incorporated  by  reference  in  this  Registration
Statement the  following  documents and  information  heretofore  filed with the
Securities and Exchange Commission (the "Commission") by the Registrant:

         1.       The description of the Registrant's  Common Stock contained in
                  the Registrant's  Registration  Statement on Form 8-A filed on
                  November 7, 1995 pursuant to Section  12(g) of the  Securities
                  Exchange Act of 1934, as amended (the "Exchange Act"), and the
                  description of the  Registrant's  Common Share Purchase Rights
                  contained in the Registrants'  Registration  Statement on Form
                  8-A filed on November 7, 1995 pursuant to Section 12(g) of the
                  Exchange Act,  including any amendment or report filed for the
                  purpose of updating such descriptions.

         2.       The Registrant's Annual Report on Form 10-K for the year ended
                  June 30, 1995, filed pursuant to Section 13(a) of the Exchange
                  Act.

         3.       The Registrant's Report on Form 8-K filed on February 26, 1996
                  with the  Commission  pursuant to Rules  13(e)-11 and 15(d)-11
                  promulgated   under  the   Exchange   Act,   as  well  as  the
                  Registrant's  Report on Form 8-K filed on November 7, 1995 and
                  on July  11,  1995  with  the  Commission  pursuant  to  Rules
                  13(e)-11 and 15(d)-11 promulgated under the Exchange Act.

         4.       The  Registrant's  definitive  proxy statement dated September
                  27, 1995, and September 20, 1995,  prepared in connection with
                  the Company's Annual Meeting of Shareholders  held on November
                  1, 1995, and filed pursuant to Section 14 of the Exchange Act.

         5.       The Registrant's  Quarterly Reports on Form 10-Q dated May 14,
                  1996,  February 12, 1996 and November 11, 1995, filed pursuant
                  to Section 13 of 15(d) of the Exchange Act.

         6.       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.



                                      II-1
<PAGE>


Item 5.          Interests of Named Experts and Counsel.

         Not applicable.


Item 6.          Indemnification of Directors and Officers.

         Not applicable.

Item 7.          Exemption from Registration Claimed.

         Not applicable.

Item 8.          Exhibits.

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

   4.1            Sun Microsystems,  Inc. Equity Compensation  Acquisition Plan,
                  and forms 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 II-4).


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


                                      II-2
<PAGE>

report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the 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 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 Mountain View, State of
California, on August 9, 1996.

                                    Sun Microsystems, Inc.


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



                                      II-3
<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,              August 8, 1996
Scott G. McNealy                               President and Chief Executive Officer            --------------
                                               (Principal Executive Officer)

/s/ Michael E. Lehman
- -------------------------------------          Vice President and Chief Financial               August 8, 1996  
Michael E. Lehman                              Officer, (Principal Financial Officer)           --------------  
                                                                                               
/s/ George Reyes
- -------------------------------------          Vice President and Controller                    August 8, 1996  
George Reyes                                   (Principal Accounting Officer)                   --------------  
                                                                                               
/s/ L. John Doerr
- -------------------------------------          Director                                         August 8, 1996  
L. John Doerr                                                                                   --------------  
                                                                                               
/s/ Judith L. Estrin
- -------------------------------------          Director                                         August 8, 1996  
Judith L. Estrin                                                                                --------------  
                                                                                                
/s/ Robert J. Fisher
- -------------------------------------          Director                                         August 8, 1996  
Robert J. Fisher                                                                                --------------  
                                                                                                
/s/ Robert L. Long
- -------------------------------------          Director                                         August 8, 1996  
Robert L. Long                                                                                  --------------  
                                                                                                
/s/ M. Kenneth Oshman
- -------------------------------------          Director                                         August 8, 1996  
M. Kenneth Oshman                                                                               --------------  
                                                                                                
/s/ A. Michael Spence
- -------------------------------------          Director                                         August 8, 1996  
A. Michael Spence                                                                               --------------  


</TABLE>


                                      II-4

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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


                                    EXHIBITS

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


                       Registration Statement on Form S-8

                             Sun Microsystems, Inc.

                                 August 9, 1996






                                      II-5


<PAGE>



                                INDEX TO EXHIBITS
                                ------------------



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

     4.1          Sun Microsystems,  Inc. Equity Compensation  Acquisition Plan,
                  and forms of agreement used thereunder.

     5.1          Opinion  of Wilson  Sonsini  Goodrich  & Rosati,  Professional
                  Corporation, with respect to 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 II-4).




                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17233}]
{"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": "333-09867", "film-number": "96607108"}, "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 9, 1996
                                                    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)

                               2550 Garcia Avenue
                             Mountain View, CA 94043
                        (Address, including zip code, 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.
                               2550 Garcia Avenue
                             Mountain View, CA 94043
                                 (415) 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
                                 (415) 493-9300
================================================================================
CALCULATION OF REGISTRATION FEE
===================================================================================================================

                                                       Proposed Maximum        Proposed Maximum        Amount of
      Title of Securities          Amount to be       Offering Price Per      Aggregate Offering     Registration
        to be Registered            Registered               Share                  Price                 Fee
- -------------------------------------------------------------------------------------------------------------------
Common Stock, no par value            485,000            $  53.19(1)           $ 25,797,150.00(1)    $  8,895.57(2)
                                                                            
Totals                                485,000            $  53.19(1)           $ 25,797,150.00(1)    $  8,895.57(2)
- -------------------------------------------------------------------------------------------------------------------
(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
bid and asked price on Tuesday, August 6, 1996, was $53.19.

     (2)Pursuant to Section 6(b) of the Securities Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Information Incorporated by Reference.

         There  are  hereby  incorporated  by  reference  in  this  Registration
Statement the  following  documents and  information  heretofore  filed with the
Securities and Exchange Commission (the "Commission") by the Registrant:

         1.       The description of the Registrant's  Common Stock contained in
                  the Registrant's  Registration  Statement on Form 8-A filed on
                  November 7, 1995 pursuant to Section  12(g) of the  Securities
                  Exchange Act of 1934, as amended (the "Exchange Act"), and the
                  description of the  Registrant's  Common Share Purchase Rights
                  contained in the Registrants'  Registration  Statement on Form
                  8-A filed on November 7, 1995 pursuant to Section 12(g) of the
                  Exchange Act,  including any amendment or report filed for the
                  purpose of updating such descriptions.

         2.       The Registrant's Annual Report on Form 10-K for the year ended
                  June 30, 1995, filed pursuant to Section 13(a) of the Exchange
                  Act.

         3.       The Registrant's Report on Form 8-K filed on February 26, 1996
                  with the  Commission  pursuant to Rules  13(e)-11 and 15(d)-11
                  promulgated   under  the   Exchange   Act,   as  well  as  the
                  Registrant's  Report on Form 8-K filed on November 7, 1995 and
                  on July  11,  1995  with  the  Commission  pursuant  to  Rules
                  13(e)-11 and 15(d)-11 promulgated under the Exchange Act.

         4.       The  Registrant's  definitive  proxy statement dated September
                  27, 1995, and September 20, 1995,  prepared in connection with
                  the Company's Annual Meeting of Shareholders  held on November
                  1, 1995, and filed pursuant to Section 14 of the Exchange Act.

         5.       The Registrant's  Quarterly Reports on Form 10-Q dated May 14,
                  1996,  February 12, 1996 and November 11, 1995, filed pursuant
                  to Section 13 of 15(d) of the Exchange Act.

         6.       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.

                                      II-1
Item 5.          Interests of Named Experts and Counsel.

         Not applicable.

Item 6.          Indemnification of Directors and Officers.

         Not applicable.

Item 7.          Exemption from Registration Claimed.

         Not applicable.

Item 8.          Exhibits.

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

   4.1            Sun Microsystems,  Inc. Equity Compensation  Acquisition Plan,
                  and forms 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 II-4).

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

                                      II-2
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the 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 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 Mountain View, State of
California, on August 9, 1996.

                                    Sun Microsystems, Inc.

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

                                      II-3
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 8, 1996
Scott G. McNealy                               President and Chief Executive Officer            --------------
                                               (Principal Executive Officer)

/s/ Michael E. Lehman
- -------------------------------------          Vice President and Chief Financial               August 8, 1996  
Michael E. Lehman                              Officer, (Principal Financial Officer)           --------------  
                                                                                               
/s/ George Reyes
- -------------------------------------          Vice President and Controller                    August 8, 1996  
George Reyes                                   (Principal Accounting Officer)                   --------------  
                                                                                               
/s/ L. John Doerr
- -------------------------------------          Director                                         August 8, 1996  
L. John Doerr                                                                                   --------------  
                                                                                               
/s/ Judith L. Estrin
- -------------------------------------          Director                                         August 8, 1996  
Judith L. Estrin                                                                                --------------  
                                                                                                
/s/ Robert J. Fisher
- -------------------------------------          Director                                         August 8, 1996  
Robert J. Fisher                                                                                --------------  
                                                                                                
/s/ Robert L. Long
- -------------------------------------          Director                                         August 8, 1996  
Robert L. Long                                                                                  --------------  
                                                                                                
/s/ M. Kenneth Oshman
- -------------------------------------          Director                                         August 8, 1996  
M. Kenneth Oshman                                                                               --------------  
                                                                                                
/s/ A. Michael Spence
- -------------------------------------          Director                                         August 8, 1996  
A. Michael Spence                                                                               --------------
II-4
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                             Sun Microsystems, Inc.

                                 August 9, 1996

                                      II-5
INDEX TO EXHIBITS
                                ------------------

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

     4.1          Sun Microsystems,  Inc. Equity Compensation  Acquisition Plan,
                  and forms of agreement used thereunder.

     5.1          Opinion  of Wilson  Sonsini  Goodrich  & Rosati,  Professional
                  Corporation, with respect to 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 II-4).

                                      II-6