Page 1 of 11
                                                                               
                                                      Registration No. 33-51764
- -------------------------------------------------------------------------------
                                                                                
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                   FORM S-8
                          POST-EFFECTIVE AMENDMENT TO
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                                                                               
                                       
                        STORAGE TECHNOLOGY CORPORATION
                      ----------------------------------                       
              (Exact name of issuer as specified in its charter)
                                                                               
                                                                               
           Delaware                                       84-0593263           
- ------------------------------             ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)                                                 
                                                                               
2270 South 88th Street, Louisville, Colorado                         80028-4309
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices)                             (Zip Code)
                                                                               
       AMENDED AND RESTATED STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
                   -----------------------------------------
                           (Full title of the Plan)
                                                                               
                           Lizbeth J. Stenmark, Esq.
                                Senior Counsel
                        Storage Technology Corporation
                            2270 South 88th Street
                       Louisville, Colorado  80028-4309
                   -----------------------------------------                   
                    (Name and address of agent for service)
                                                                               
                                (303) 673-7919
                             --------------------                              
         (Telephone number, including area code, of agent for service)
                                                                               
                        CALCULATION OF REGISTRATION FEE
                                                                               
Title of                               Proposed Maximum    Proposed Maximum    
Securities to      Amount to           Offering Price      Aggregate Amount    
be Registered(1)   be Registered (2)   Per Share (3)       of Offering Price(1)
- -------------------------------------------------------------------------------
Common stock                                                                   
$.10 par value     180,000             $24.875             $4,477,500          
                                                                               
Amount of                                                                      
Registration                                                                   
Fee                                                                            
- -------------                                                                  
$1,543.97                                                                      
                                                                               
(1)  Includes preferred stock purchase rights issued in connection therewith.  
                                                                               
(2)  These shares are reserved for issuance pursuant to the above-referenced 
stock option plan (the "Plan").  The additional shares of Common Stock that may
become available for purchase in accordance with the provisions of the Plan in 
the event of certain changes in the outstanding shares of Common Stock of 
Storage Technology Corporation, including, among other things, stock dividends,
stock splits, reverse stock splits, reorganizations and recapitalizations, are 
also being registered.                                                         
                                                                               
(3)  Determined pursuant to Rule 457(h) of the Securities Act of 1933, as 
amended, based on the prices at which the options relating to such shares may 
be exercised.                                                                  


PAGE
<PAGE>
                                                                   Page 2 of 11
                                                                               
                                                                               
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this 
registration statement also covers an indeterminate amount of interests to be 
offered or sold pursuant to the employee benefit plan described herein.

PAGE
<PAGE>
                                                                   Page 3 of 11
                                                                               
                    INCORPORATION OF DOCUMENTS BY REFERENCE
                                                                               
                                                                               
                                                                               
                                                                               
       The contents of Registration Statement on Form S-8, Registration Nos. 
33-32235, 33-42817 and 33-51764, dated November 9, 1989, September 18, 1991 and
September 9, 1992, respectively, are hereby incorporated by reference.         
                                                                               
                                                                               


PAGE
<PAGE>
                                                                   Page 4 of 11
                                                                               
                                    PART II
                                                                               
                                                                               
                                                                               
ITEM 8.  EXHIBITS                                                              
                                                                               
                                                                               
         5.1             Opinion of Counsel                                    
                                                                               
         23.1            Consent of Price Waterhouse LLP                       
                                                                               
         23.2            Consent of Ernst & Young LLP                          
                                                                               
         23.3            Consent of Counsel                                    
                                                                               


PAGE
<PAGE>
                                                                   Page 5 of 11
                                                                               
                                  SIGNATURES
                                                                               
                                                                               
                                                                               
         Pursuant to the requirements of the Securities Act of 1933, the 
registrant 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 Louisville, State of Colorado, on the 19th day 
of July 1996.                                                                  
                                                                               
                         STORAGE TECHNOLOGY CORPORATION                        
                                                                               
                                                                               
                         By  /s/ David E. Weiss                                
                            ---------------------------------------------------
                             David E. Weiss                                    
                             Chairman of the Board, President and              
                             Chief Executive Officer                           
                                                                               
                                                                               
                                                                               
         Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed below by the following persons in the 
capacities and on the dates indicated:                                         
                                                                               
                                                                               
                                                                               
(a)  /s/ David E. Weiss                                                        
     ---------------------   Chairman of the Board                July 19, 1996
     David E. Weiss          (Director) President                              
                             and Chief Executive Officer                       
                             (Principal Executive Officer)                     
                                                                               
                                                                               
(b)  /s/ David E. Lacey                                                        
     ---------------------   Executive Vice President             July 19, 1996
     David E. Lacey          Chief Financial Officer                           
                             (Principal Financial Officer and                  
                             Principal Accounting Officer)                     
                                                                               


PAGE
<PAGE>
                                                                   Page 6 of 11
                                                                               
                                                                               
                                                                               
     Signature                     Title                     Date              
     ---------                     -----                     ----              
                                                                               
/s/ Judith E.N. Albino *                                                       
- ----------------------            Director                July 19, 1996        
Judith E.N. Albino                                                             
                                                                               
/s/ William L. Armstrong *                                                     
- ------------------------          Director                July 19, 1996        
William L. Armstrong                                                           
                                                                               
/s/ Robert A. Burgin *                                                         
- --------------------              Director                July 19, 1996        
Robert A. Burgin                                                               
                                                                               
/s/ Paul Friedman *                                                            
- -----------------                 Director                July 19, 1996        
Paul Friedman                                                                  
                                                                               
- -----------------                 Director                        
William R. Hoover                                                              
                                                                               
/s/ Stephen J. Keane *                                                         
- --------------------              Director                July 19, 1996        
Stephen J. Keane                                                               
                                                                               
/s/ Robert E. LaBlanc *                                                        
- ---------------------             Director                July 19, 1996        
Robert E. LaBlanc                                                              
                                                                               
/s/ Robert E. Lee *                                                            
- -----------------                 Director                July 19, 1996        
Robert E. Lee                                                                  
                                                                               
/s/ Harrison Shull *                                                           
- ------------------                Director                July 19, 1996        
Harrison Shull                                                                 
                                                                               
/s/ Richard C. Steadman *                                                      
- -----------------------           Director                July 19, 1996        
Richard C. Steadman                                                            
                                                                               
                                                                               
                                                                               
*  By:   /s/ W. Russell Wayman                                                 
         ----------------------------------------                              
         W. Russell Wayman, Attorney-in-fact

PAGE
<PAGE>
                                                                   Page 7 of 11
                                                                               
                                                                               
                                                                               
         Pursuant to the requirements of the Securities Act of 1933, the Human 
Resources and Compensation Committee of the Board of Directors of Storage 
Technology Corporation, as the administrator of the Amended and Restated Stock 
Option Plan for Nonemployee Directors, has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Louisville, State of Colorado, on the 19th day of 
July 1996.                                                                     
                                                                               
STORAGE TECHNOLOGY CORPORATION                                                 
                                                                               
                                                                               
                                                                               
By:      /s/ Laurie Dodd                                                       
      ------------------------------------                                     
         Laurie Dodd                                                           
         Corporate Vice President, Human Resources Development

PAGE
<PAGE>
                                                                   Page 8 of 11
                                                                               
                                 EXHIBIT INDEX
                                                                               
                                                                               
                                                                               
                                                                   Sequential  
Exhibit                  Description                               Page Number 
- -------                  -----------                               ----------- 
                                                                               
                                                                               
5.1              Opinion of Counsel                                    9       
                                                                               
23.1             Consent of Price Waterhouse LLP                       10      
                                                                               
23.2             Consent of Ernst & Young                              11      
                                                                               
23.3             Consent of Counsel is included in Exhibit 5.1                 
                                                                               
<PAGE>

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18411}]
{"company-data": {"conformed-name": "STORAGE TECHNOLOGY CORP", "cik": "0000094673", "assigned-sic": "3572", "irs-number": "840593263", "state-of-incorporation": "DE", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08497", "film-number": "96596997"}, "business-address": {"street1": "2270 S 88TH ST", "city": "LOUISVILLE", "state": "CO", "zip": "80028-4306", "phone": "3036735151"}}
Page 1 of 11
                                                                               
                                                      Registration No. 33-51764
- -------------------------------------------------------------------------------
                                                                                
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                   FORM S-8
                          POST-EFFECTIVE AMENDMENT TO
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                                                                               
                                       
                        STORAGE TECHNOLOGY CORPORATION
                      ----------------------------------                       
              (Exact name of issuer as specified in its charter)
                                                                               
                                                                               
           Delaware                                       84-0593263           
- ------------------------------             ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)                                                 
                                                                               
2270 South 88th Street, Louisville, Colorado                         80028-4309
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices)                             (Zip Code)
                                                                               
       AMENDED AND RESTATED STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
                   -----------------------------------------
                           (Full title of the Plan)
                                                                               
                           Lizbeth J. Stenmark, Esq.
                                Senior Counsel
                        Storage Technology Corporation
                            2270 South 88th Street
                       Louisville, Colorado  80028-4309
                   -----------------------------------------                   
                    (Name and address of agent for service)
                                                                               
                                (303) 673-7919
                             --------------------                              
         (Telephone number, including area code, of agent for service)
                                                                               
                        CALCULATION OF REGISTRATION FEE
                                                                               
Title of                               Proposed Maximum    Proposed Maximum    
Securities to      Amount to           Offering Price      Aggregate Amount    
be Registered(1)   be Registered (2)   Per Share (3)       of Offering Price(1)
- -------------------------------------------------------------------------------
Common stock                                                                   
$.10 par value     180,000             $24.875             $4,477,500          
                                                                               
Amount of                                                                      
Registration                                                                   
Fee                                                                            
- -------------                                                                  
$1,543.97                                                                      
                                                                               
(1)  Includes preferred stock purchase rights issued in connection therewith.  
                                                                               
(2)  These shares are reserved for issuance pursuant to the above-referenced 
stock option plan (the "Plan").  The additional shares of Common Stock that may
become available for purchase in accordance with the provisions of the Plan in 
the event of certain changes in the outstanding shares of Common Stock of 
Storage Technology Corporation, including, among other things, stock dividends,
stock splits, reverse stock splits, reorganizations and recapitalizations, are 
also being registered.                                                         
                                                                               
(3)  Determined pursuant to Rule 457(h) of the Securities Act of 1933, as 
amended, based on the prices at which the options relating to such shares may 
be exercised.                                                                  

PAGE
Page 2 of 11
                                                                               
                                                                               
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this 
registration statement also covers an indeterminate amount of interests to be 
offered or sold pursuant to the employee benefit plan described herein.

PAGE
Page 3 of 11
                                                                               
                    INCORPORATION OF DOCUMENTS BY REFERENCE
                                                                               
                                                                               
                                                                               
                                                                               
       The contents of Registration Statement on Form S-8, Registration Nos. 
33-32235, 33-42817 and 33-51764, dated November 9, 1989, September 18, 1991 and
September 9, 1992, respectively, are hereby incorporated by reference.         
                                                                               
                                                                               

PAGE
Page 4 of 11
                                                                               
                                    PART II
                                                                               
                                                                               
                                                                               
ITEM 8.  EXHIBITS                                                              
                                                                               
                                                                               
         5.1             Opinion of Counsel                                    
                                                                               
         23.1            Consent of Price Waterhouse LLP                       
                                                                               
         23.2            Consent of Ernst & Young LLP                          
                                                                               
         23.3            Consent of Counsel                                    
                                                                               

PAGE
Page 5 of 11
                                                                               
                                  SIGNATURES
                                                                               
                                                                               
                                                                               
         Pursuant to the requirements of the Securities Act of 1933, the 
registrant 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 Louisville, State of Colorado, on the 19th day 
of July 1996.                                                                  
                                                                               
                         STORAGE TECHNOLOGY CORPORATION                        
                                                                               
                                                                               
                         By  /s/ David E. Weiss                                
                            ---------------------------------------------------
                             David E. Weiss                                    
                             Chairman of the Board, President and              
                             Chief Executive Officer                           
                                                                               
                                                                               
                                                                               
         Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed below by the following persons in the 
capacities and on the dates indicated:                                         
                                                                               
                                                                               
                                                                               
(a)  /s/ David E. Weiss                                                        
     ---------------------   Chairman of the Board                July 19, 1996
     David E. Weiss          (Director) President                              
                             and Chief Executive Officer                       
                             (Principal Executive Officer)                     
                                                                               
                                                                               
(b)  /s/ David E. Lacey                                                        
     ---------------------   Executive Vice President             July 19, 1996
     David E. Lacey          Chief Financial Officer                           
                             (Principal Financial Officer and                  
                             Principal Accounting Officer)                     
                                                                               

PAGE
Page 6 of 11
                                                                               
                                                                               
                                                                               
     Signature                     Title                     Date              
     ---------                     -----                     ----              
                                                                               
/s/ Judith E.N. Albino *                                                       
- ----------------------            Director                July 19, 1996        
Judith E.N. Albino                                                             
                                                                               
/s/ William L. Armstrong *                                                     
- ------------------------          Director                July 19, 1996        
William L. Armstrong                                                           
                                                                               
/s/ Robert A. Burgin *                                                         
- --------------------              Director                July 19, 1996        
Robert A. Burgin                                                               
                                                                               
/s/ Paul Friedman *                                                            
- -----------------                 Director                July 19, 1996        
Paul Friedman                                                                  
                                                                               
- -----------------                 Director                        
William R. Hoover                                                              
                                                                               
/s/ Stephen J. Keane *                                                         
- --------------------              Director                July 19, 1996        
Stephen J. Keane                                                               
                                                                               
/s/ Robert E. LaBlanc *                                                        
- ---------------------             Director                July 19, 1996        
Robert E. LaBlanc                                                              
                                                                               
/s/ Robert E. Lee *                                                            
- -----------------                 Director                July 19, 1996        
Robert E. Lee                                                                  
                                                                               
/s/ Harrison Shull *                                                           
- ------------------                Director                July 19, 1996        
Harrison Shull                                                                 
                                                                               
/s/ Richard C. Steadman *                                                      
- -----------------------           Director                July 19, 1996        
Richard C. Steadman                                                            
                                                                               
                                                                               
                                                                               
*  By:   /s/ W. Russell Wayman                                                 
         ----------------------------------------                              
         W. Russell Wayman, Attorney-in-fact

PAGE
Page 7 of 11
                                                                               
                                                                               
                                                                               
         Pursuant to the requirements of the Securities Act of 1933, the Human 
Resources and Compensation Committee of the Board of Directors of Storage 
Technology Corporation, as the administrator of the Amended and Restated Stock 
Option Plan for Nonemployee Directors, has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Louisville, State of Colorado, on the 19th day of 
July 1996.                                                                     
                                                                               
STORAGE TECHNOLOGY CORPORATION                                                 
                                                                               
                                                                               
                                                                               
By:      /s/ Laurie Dodd                                                       
      ------------------------------------                                     
         Laurie Dodd                                                           
         Corporate Vice President, Human Resources Development

PAGE
Page 8 of 11
                                                                               
                                 EXHIBIT INDEX
                                                                               
                                                                               
                                                                               
                                                                   Sequential  
Exhibit                  Description                               Page Number 
- -------                  -----------                               ----------- 
                                                                               
                                                                               
5.1              Opinion of Counsel                                    9       
                                                                               
23.1             Consent of Price Waterhouse LLP                       10      
                                                                               
23.2             Consent of Ernst & Young                              11      
                                                                               
23.3             Consent of Counsel is included in Exhibit 5.1