Registration No. 33-_______

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                            FORM S-8
                UNDER THE SECURITIES ACT OF 1933

                 STORAGE TECHNOLOGY CORPORATION
      -----------------------------------------------------
     (Exact name of registrant as specified in its charter)

              Delaware                             84-0593263
 ---------------------------------            -------------------
  (State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)                Identification No.)


2270 SOUTH 88TH STREET, LOUISVILLE, COLORADO           80028-4309
- --------------------------------------------        -------------
(Address of Principal Executive Offices)               (Zip Code)


     1989 LONG-TERM STOCK INCENTIVE PLAN OF NETWORK SYSTEMS CORPORATION
 1988 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN OF NETWORK SYSTEMS CORPORATION
 1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN OF NETWORK SYSTEMS CORPORATION
           VITALINK 1982 INCENTIVE STOCK OPTION PLAN
                VITALINK 1990 STOCK OPTION PLAN
- ----------------------------------------------------------------------------
                    (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

                                    Proposed       Proposed
   Title of                         Maximum        Maximum
  Securities          Amount        Offering      Aggregate     Amount of
    to be             to be        Price Per      Offering     Registration
Registered(1)     Registered (2)   Share (3)       Price(1)       Fee
- ----------------------------------------------------------------------------
Common stock
 $.10 par value      484,514         $51.57      $17,489,487    $6,030.90

(1)  Includes preferred stock purchase rights issued in connection therewith.
(2)  These shares are reserved for issuance pursuant to the above-referenced
stock option plans (the "Plans").  The additional shares of Common Stock that
may become available for purchase in accordance with the provisions of the
Plans 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
recapitalization, 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.
- -----------------------------------------------------------------------------

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>
                            PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    The content of the Company's Annual Report on Form 10-K for the fiscal
year ended December 30, 1994, Current Report on Form 8-K dated January 26,
1995, Current Report on Form 8-K dated March 17, 1995, Current Report on Form
8-K dated April 3, 1995, Current Report on Form 8-K/A dated April 7, 1995,
Current Report on Form 8-K/A dated April 12, 1995, and the Company's
Registration Statements on Form 8-A dated August 13, 1981, August 23, 1990
and February 8, 1993, are incorporated by reference into this Registration
Statement. All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the termination of the offering shall be
deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents.   Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.

    The Company will provide without charge to each person to whom a copy of
this Registration Statement is delivered, on the written or oral request of
such person, a copy of any or all of the documents referred to above which
have been or may be incorporated by reference into this Registration
Statement, other then certain exhibits to such documents.  Requests for such
copies shall be directed to Corporate Communications, Storage Technology
Corporation, 2270 South 88th Street, Louisville, Colorado  80028-4310
(telephone: (303) 673-5020).

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Section 102(b)(7) of the Delaware Corporation Law ("Delaware Law")
provides that the certificate of incorporation may include a provision which
eliminates or limits the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability for (i) any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) payment of an improper dividend under Section 174 of the Delaware
Law, or (iv) any transaction from which the director derived an improper
personal benefit.

    The Company's Restated Certificate of Incorporation provides that a
director shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director to the extent
permitted by Delaware Law.  In addition, the Restated Certificate of
Incorporation provides that no repeal or modification of such provisions
shall eliminate or reduce any right or protection of a director of the
Company existing at the time of such repeal or modification

    Section 145 of Delaware Corporation Law grants corporations the power to
indemnify their directors, officers, employees and agents in accordance with
the provisions set forth herein.  The Company's Restated Certificate of
Incorporation provides for indemnification of such person to the same extent
permitted by Delaware Law.



ITEM 8.  EXHIBITS

Exhibit No.                         Description
- -----------              -----------------------------------

   4.1       Specimen Certificate of Common Stock, $0.10 par value of
             Registrant (filed as Exhibit (c)(2) as to the Registrant's
             Current Report on Form 8-K dated June 2, 1989, and incorporated
             herein by reference).

   4.2       Indenture dated as of May 31, 1990, between Storage
             Technology Corporation and Manufacturers Hanover Trust Company
             of California, Trustee, relating to the Company's 8% Convertible
             Subordinated Debentures due May 31, 2015 (filed as Exhibit 4.6
             to the Company's Registration Statement on Form S-3 filed May
             11, 1990, File No. 33-34876, and incorporated herein by
             reference).

   4.3       Registration Statement of the Registrant on Form 8-A dated
             August 13, 1981 (filed as Exhibit 4.7 to the Registrant's
             Registration Statement on Form S-3 filed January 29, 1993, File
             No. 33-57678, and incorporated herein by reference).

   4.4       Registration Statement of the Registrant on Form 8-A dated
             August 23, 1990 (filed as Exhibit 4.8 to the Registrants'
             Registration Statement on Form S-3 filed January 29, 1993, File
             No. 33-57678, and incorporated herein by reference).

   4.5       Rights Agreement dated as of August 20, 1990, between
             Storage Technology Corporation and First Fidelity Bank, N.A.,
             New Jersey, Rights Agent, (filed as Exhibit 4.1 to the Company's
             Current Report on Form 8-K on August 20, 1990, and  incorporated
             herein by reference).

   4.6       Certificate of Designations of Series B Junior
             Participating Preferred Stock (filed as Exhibit A to Exhibit 4.1
             to the Registrant's Current Report on Form 8-K filed with the
             Commission on August 8, 1990, and incorporated herein by
             reference).

   4.7       Certificate for $3.50 Convertible Exchangeable Preferred
             Stock (filed as Exhibit 4.11 to the Registrants Registration
             Statement on Form S-3 filed January 29, 1993, File No. 33-57678,
             and incorporated herein by reference).

   4.8       Certificate of Designations of $3.50 Convertible
             Exchangeable Preferred Stock (filed as Exhibit 4.12 to the
             Registrants Registration Statement on Form S-3 filed January 29,
             1993, File No. 33-57678, and incorporated herein by reference).

   4.9       Indenture between the Registrant and American Stock
             Transfer and Trust Company, as Trustee, relating to the
             Registrant's 8% Convertible Subordinated Debentures due 2008,
             (filed as Exhibit 4.13 to the Registrants Registration Statement
             on Form S-3 filed January 29, 1993, File No. 33-57678, and
             incorporated herein by reference).

   4.10      Form of 8% Convertible Subordinated Debentures due 2008
             (filed as Exhibit 4.13 to the Registrant's Registration
             Statement on Form S-3 filed January 29, 1993, File No. 33-57678,
             and incorporated herein by reference).

   4.11      Form of Note Agreement dated as of August 30, 1991 relating
             to Registrant's 9.53% Senior Secured Notes due August 31, 1996
             (filed as Exhibit 4(e) to the Registrant's Registration
             Statement on Form S-4 filed October 25, 1991, File No. 33-43536,
             and incorporated herein by reference).

   4.12      Amendment No. 1 and Waiver to Note Agreement dated as of
             April 1, 1994 relating to the Registrant's 9.53% Senior Secured
             Notes due August 31, 1996 (filed as Exhibit 10.1 to the
             Registrant's Quarterly Report on Form 10-Q for the quarter ended
             April 1, 1994, and incorporated herein by reference).

   4.13      Amendment No. 2 and Waiver to Note Agreement dated as of
             April 2, 1994 relating to the Registrant's 9.53% Senior Secured
             Notes due August 31, 1996 (filed as Exhibit 10.2 to the
             Registrant's Quarterly Report on Form 10-Q for the quarter ended
             July 1, 1994, and incorporated herein by reference).

   4.14      Registration Statement on Form 8-A, dated February 8, 1993
             (filed with the Commission and incorporated by reference).

   5.1       Opinion of Counsel.

  23.1       Consent of Price Waterhouse LLP.

  23.2       Consent of Ernst & Young LLP.

  23.3       Consent of Counsel.





ITEM 9.  UNDERTAKINGS

1.  The undersigned registrant hereby undertakes:

    (a)  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.

    (b)  That, for the purpose of determining any liability under the
    Securities Act of 1933, 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 the time shall be
    deemed to be the initial bona fide offering thereof.

    (c)  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.

2.  The undersigned registrant hereby undertakes that, for purposes of
    determining any liability under the Securities Act of 1933, each filing
    of the registrant's annual report pursuant to section 13(a) or section
    15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
    filing of an employee benefit plan's annual report pursuant to section
    15(d) of the Securities Exchange Act of 1934) 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 the time shall be deemed to be the
    initial bona fide offering thereof.

3.  Insofar as indemnification of liabilities arising under the Securities
    Act of 1933 may be permitted to directors, officers and controlling
    persons of the registrant pursuant to the foregoing provisions, or
    otherwise, the registrant has been advised that in the opinion of the
    Securities and Exchange Commission such indemnification is against public
    policy as expressed in the 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 Act
    and will governed by the final adjudication of such issue.




<PAGE>
                          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 8th day of September 1994.

                             STORAGE TECHNOLOGY CORPORATION


                             By  /s/RYAL R. POPPA
                                 ------------------------------------
                                 Ryal R. Poppa
                                 Chairman of the Board, President,
                                 Chief Executive Officer and Director



    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/RYAL R. POPPA         Chairman of the Board,        May 2, 1995
    ---------------------     President,Chief Executive
    Ryal R. Poppa             Officer and Director
                              (Principal Executive Officer)



(b)  /s/DAVID E. LACEY        Interim Chief Financial       May 2, 1995
     -------------------      Officer (Principal
     David E. Lacey           Financial Officer)
                              and Corporate Vice President


(c)  /s/MARK D. MCGREGOR      Interim Controller            May 2, 1995
     -------------------      (Principal Accounting
     Mark D. McGregor         Officer), Treasurer and
                              Corporate Vice President





<PAGE>
     Signature                          Title                   Date
    ------------                      --------              ----------

    /s/Judith E.N Albino                Director            May 2, 1995
    ------------------------
    Judith E.N. Albino

    /s/William L. Armstrong             Director            May 2, 1995
    ------------------------
    William L. Armstrong

    /s/Robert A. Burgin                 Director            May 2, 1995
    ------------------------
    Robert A. Burgin

    /s/Paul Friedman                    Director            May 2, 1995
    ------------------------
    Paul Friedman

    /s/Stephen J. Keane                 Director            May 2, 1995
    ------------------------
    Stephen J. Keane

    /s/Robert E. LaBlanc                Director            May 2, 1995
    ------------------------
    Robert E. LaBlanc

    /s/Robert E. Lee                    Director            May 2, 1995
    ------------------------
    Robert E. Lee

    /s/Harrison Shull                   Director            May 2, 1995
    ------------------------
    Harrison Shull

    /s/Richard C. Steadman              Director            May 2, 1995
    ------------------------
    Richard C. Steadman

    /s/Robert C. Wilson                 Director            May 2, 1995
    ------------------------
    Robert C. Wilson


<PAGE>
                         EXHIBIT INDEX


                                                       Sequential
Exhibit         Description                            Page Number
- -------         ----------------                       ------------


5.1        Opinion of Counsel                                 

23.1       Consent of Price Waterhouse LLP                   

23.2       Consent of Ernst & Young LLP                      

23.3       Consent of Counsel is included in Exhibit 5.1
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18191}]
{"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": "033-59165", "film-number": "95535442"}, "business-address": {"street1": "2270 S 88TH ST", "city": "LOUISVILLE", "state": "CO", "zip": "80028-4306", "phone": "3036735151"}}
Registration No. 33-_______

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                            FORM S-8
                UNDER THE SECURITIES ACT OF 1933

                 STORAGE TECHNOLOGY CORPORATION
      -----------------------------------------------------
     (Exact name of registrant as specified in its charter)

              Delaware                             84-0593263
 ---------------------------------            -------------------
  (State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)                Identification No.)

2270 SOUTH 88TH STREET, LOUISVILLE, COLORADO           80028-4309
- --------------------------------------------        -------------
(Address of Principal Executive Offices)               (Zip Code)

     1989 LONG-TERM STOCK INCENTIVE PLAN OF NETWORK SYSTEMS CORPORATION
 1988 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN OF NETWORK SYSTEMS CORPORATION
 1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN OF NETWORK SYSTEMS CORPORATION
           VITALINK 1982 INCENTIVE STOCK OPTION PLAN
                VITALINK 1990 STOCK OPTION PLAN
- ----------------------------------------------------------------------------
                    (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

                                    Proposed       Proposed
   Title of                         Maximum        Maximum
  Securities          Amount        Offering      Aggregate     Amount of
    to be             to be        Price Per      Offering     Registration
Registered(1)     Registered (2)   Share (3)       Price(1)       Fee
- ----------------------------------------------------------------------------
Common stock
 $.10 par value      484,514         $51.57      $17,489,487    $6,030.90

(1)  Includes preferred stock purchase rights issued in connection therewith.
(2)  These shares are reserved for issuance pursuant to the above-referenced
stock option plans (the "Plans").  The additional shares of Common Stock that
may become available for purchase in accordance with the provisions of the
Plans 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
recapitalization, 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.
- -----------------------------------------------------------------------------

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.
PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    The content of the Company's Annual Report on Form 10-K for the fiscal
year ended December 30, 1994, Current Report on Form 8-K dated January 26,
1995, Current Report on Form 8-K dated March 17, 1995, Current Report on Form
8-K dated April 3, 1995, Current Report on Form 8-K/A dated April 7, 1995,
Current Report on Form 8-K/A dated April 12, 1995, and the Company's
Registration Statements on Form 8-A dated August 13, 1981, August 23, 1990
and February 8, 1993, are incorporated by reference into this Registration
Statement. All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the termination of the offering shall be
deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents.   Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.

    The Company will provide without charge to each person to whom a copy of
this Registration Statement is delivered, on the written or oral request of
such person, a copy of any or all of the documents referred to above which
have been or may be incorporated by reference into this Registration
Statement, other then certain exhibits to such documents.  Requests for such
copies shall be directed to Corporate Communications, Storage Technology
Corporation, 2270 South 88th Street, Louisville, Colorado  80028-4310
(telephone: (303) 673-5020).

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Section 102(b)(7) of the Delaware Corporation Law ("Delaware Law")
provides that the certificate of incorporation may include a provision which
eliminates or limits the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability for (i) any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) payment of an improper dividend under Section 174 of the Delaware
Law, or (iv) any transaction from which the director derived an improper
personal benefit.

    The Company's Restated Certificate of Incorporation provides that a
director shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director to the extent
permitted by Delaware Law.  In addition, the Restated Certificate of
Incorporation provides that no repeal or modification of such provisions
shall eliminate or reduce any right or protection of a director of the
Company existing at the time of such repeal or modification

    Section 145 of Delaware Corporation Law grants corporations the power to
indemnify their directors, officers, employees and agents in accordance with
the provisions set forth herein.  The Company's Restated Certificate of
Incorporation provides for indemnification of such person to the same extent
permitted by Delaware Law.

ITEM 8.  EXHIBITS

Exhibit No.                         Description
- -----------              -----------------------------------

   4.1       Specimen Certificate of Common Stock, $0.10 par value of
             Registrant (filed as Exhibit (c)(2) as to the Registrant's
             Current Report on Form 8-K dated June 2, 1989, and incorporated
             herein by reference).

   4.2       Indenture dated as of May 31, 1990, between Storage
             Technology Corporation and Manufacturers Hanover Trust Company
             of California, Trustee, relating to the Company's 8% Convertible
             Subordinated Debentures due May 31, 2015 (filed as Exhibit 4.6
             to the Company's Registration Statement on Form S-3 filed May
             11, 1990, File No. 33-34876, and incorporated herein by
             reference).

   4.3       Registration Statement of the Registrant on Form 8-A dated
             August 13, 1981 (filed as Exhibit 4.7 to the Registrant's
             Registration Statement on Form S-3 filed January 29, 1993, File
             No. 33-57678, and incorporated herein by reference).

   4.4       Registration Statement of the Registrant on Form 8-A dated
             August 23, 1990 (filed as Exhibit 4.8 to the Registrants'
             Registration Statement on Form S-3 filed January 29, 1993, File
             No. 33-57678, and incorporated herein by reference).

   4.5       Rights Agreement dated as of August 20, 1990, between
             Storage Technology Corporation and First Fidelity Bank, N.A.,
             New Jersey, Rights Agent, (filed as Exhibit 4.1 to the Company's
             Current Report on Form 8-K on August 20, 1990, and  incorporated
             herein by reference).

   4.6       Certificate of Designations of Series B Junior
             Participating Preferred Stock (filed as Exhibit A to Exhibit 4.1
             to the Registrant's Current Report on Form 8-K filed with the
             Commission on August 8, 1990, and incorporated herein by
             reference).

   4.7       Certificate for $3.50 Convertible Exchangeable Preferred
             Stock (filed as Exhibit 4.11 to the Registrants Registration
             Statement on Form S-3 filed January 29, 1993, File No. 33-57678,
             and incorporated herein by reference).

   4.8       Certificate of Designations of $3.50 Convertible
             Exchangeable Preferred Stock (filed as Exhibit 4.12 to the
             Registrants Registration Statement on Form S-3 filed January 29,
             1993, File No. 33-57678, and incorporated herein by reference).

   4.9       Indenture between the Registrant and American Stock
             Transfer and Trust Company, as Trustee, relating to the
             Registrant's 8% Convertible Subordinated Debentures due 2008,
             (filed as Exhibit 4.13 to the Registrants Registration Statement
             on Form S-3 filed January 29, 1993, File No. 33-57678, and
             incorporated herein by reference).

   4.10      Form of 8% Convertible Subordinated Debentures due 2008
             (filed as Exhibit 4.13 to the Registrant's Registration
             Statement on Form S-3 filed January 29, 1993, File No. 33-57678,
             and incorporated herein by reference).

   4.11      Form of Note Agreement dated as of August 30, 1991 relating
             to Registrant's 9.53% Senior Secured Notes due August 31, 1996
             (filed as Exhibit 4(e) to the Registrant's Registration
             Statement on Form S-4 filed October 25, 1991, File No. 33-43536,
             and incorporated herein by reference).

   4.12      Amendment No. 1 and Waiver to Note Agreement dated as of
             April 1, 1994 relating to the Registrant's 9.53% Senior Secured
             Notes due August 31, 1996 (filed as Exhibit 10.1 to the
             Registrant's Quarterly Report on Form 10-Q for the quarter ended
             April 1, 1994, and incorporated herein by reference).

   4.13      Amendment No. 2 and Waiver to Note Agreement dated as of
             April 2, 1994 relating to the Registrant's 9.53% Senior Secured
             Notes due August 31, 1996 (filed as Exhibit 10.2 to the
             Registrant's Quarterly Report on Form 10-Q for the quarter ended
             July 1, 1994, and incorporated herein by reference).

   4.14      Registration Statement on Form 8-A, dated February 8, 1993
             (filed with the Commission and incorporated by reference).

   5.1       Opinion of Counsel.

  23.1       Consent of Price Waterhouse LLP.

  23.2       Consent of Ernst & Young LLP.

  23.3       Consent of Counsel.

ITEM 9.  UNDERTAKINGS

1.  The undersigned registrant hereby undertakes:

    (a)  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.

    (b)  That, for the purpose of determining any liability under the
    Securities Act of 1933, 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 the time shall be
    deemed to be the initial bona fide offering thereof.

    (c)  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.

2.  The undersigned registrant hereby undertakes that, for purposes of
    determining any liability under the Securities Act of 1933, each filing
    of the registrant's annual report pursuant to section 13(a) or section
    15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
    filing of an employee benefit plan's annual report pursuant to section
    15(d) of the Securities Exchange Act of 1934) 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 the time shall be deemed to be the
    initial bona fide offering thereof.

3.  Insofar as indemnification of liabilities arising under the Securities
    Act of 1933 may be permitted to directors, officers and controlling
    persons of the registrant pursuant to the foregoing provisions, or
    otherwise, the registrant has been advised that in the opinion of the
    Securities and Exchange Commission such indemnification is against public
    policy as expressed in the 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 Act
    and will governed by the final adjudication of such issue.
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 8th day of September 1994.

                             STORAGE TECHNOLOGY CORPORATION

                             By  /s/RYAL R. POPPA
                                 ------------------------------------
                                 Ryal R. Poppa
                                 Chairman of the Board, President,
                                 Chief Executive Officer and Director

    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/RYAL R. POPPA         Chairman of the Board,        May 2, 1995
    ---------------------     President,Chief Executive
    Ryal R. Poppa             Officer and Director
                              (Principal Executive Officer)

(b)  /s/DAVID E. LACEY        Interim Chief Financial       May 2, 1995
     -------------------      Officer (Principal
     David E. Lacey           Financial Officer)
                              and Corporate Vice President

(c)  /s/MARK D. MCGREGOR      Interim Controller            May 2, 1995
     -------------------      (Principal Accounting
     Mark D. McGregor         Officer), Treasurer and
                              Corporate Vice President
Signature                          Title                   Date
    ------------                      --------              ----------

    /s/Judith E.N Albino                Director            May 2, 1995
    ------------------------
    Judith E.N. Albino

    /s/William L. Armstrong             Director            May 2, 1995
    ------------------------
    William L. Armstrong

    /s/Robert A. Burgin                 Director            May 2, 1995
    ------------------------
    Robert A. Burgin

    /s/Paul Friedman                    Director            May 2, 1995
    ------------------------
    Paul Friedman

    /s/Stephen J. Keane                 Director            May 2, 1995
    ------------------------
    Stephen J. Keane

    /s/Robert E. LaBlanc                Director            May 2, 1995
    ------------------------
    Robert E. LaBlanc

    /s/Robert E. Lee                    Director            May 2, 1995
    ------------------------
    Robert E. Lee

    /s/Harrison Shull                   Director            May 2, 1995
    ------------------------
    Harrison Shull

    /s/Richard C. Steadman              Director            May 2, 1995
    ------------------------
    Richard C. Steadman

    /s/Robert C. Wilson                 Director            May 2, 1995
    ------------------------
    Robert C. Wilson
EXHIBIT INDEX

                                                       Sequential
Exhibit         Description                            Page Number
- -------         ----------------                       ------------

5.1        Opinion of Counsel                                 

23.1       Consent of Price Waterhouse LLP                   

23.2       Consent of Ernst & Young LLP                      

23.3       Consent of Counsel is included in Exhibit 5.1