SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    Of 1934 [FEE REQUIRED]

                     For the fiscal year ended June 30, 1997

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 [NO FEE REQUIRED]

       For the transition period from ________________ to _______________

                         Commission file number: 0-15086
                             SUN MICROSYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

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

        Delaware                                         94-2805249
 (State of incorporation)                             (I.R.S. Employer
                                                      Identification No.)

    901 San Antonio Road                              (650)-960-1300
    Palo Alto, CA 94303
(Address of principal executive                  (Registrant's telephone number,
  offices, including zip code)                       including area code)

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

        Securities pursuant to Section 12(b) of the Act: None Securities
                registered pursuant to Section 12(g) of the Act:
                                  Common Stock
                          Common Share Purchase Rights

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES X NO

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of the  Registrant's  knowledge,  in definitive proxy or information
statements  incorporated  by  reference  on Part  III of this  Form  10-K or any
amendment to this Form 10-K [ ].

         The aggregate  market value of the voting stock held by  non-affiliates
of the Registrant,  as of September 16, 1997, was approximately  $19,019,000,000
based upon the last sale  price  reported  for such date on the Nasdaq  National
Market System.  For purposes of this disclosure,  shares of Common Stock held by
persons  who hold more  than 5% of the  outstanding  shares of Common  Stock and
shares held by officers  and  directors  of the  Registrant  have been  excluded
because such persons may be deemed to be affiliates.  This  determination is not
necessarily conclusive.

         The number of shares of the Registrant's Common Stock outstanding as of
September 16, 1997 was 374,288,574.

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

                       DOCUMENTS INCORPORATED BY REFERENCE

     Parts of the Annual Report to  Stockholders  for the fiscal year ended June
30, 1997 are incorporated by reference into Items 1,5,6,7,8 and 14 hereof.

     Parts of the Proxy  Statement for the 1997 Annual  Meeting of  Stockholders
are incorporated by reference into Items 10, 11, 12 and 13 hereof.


<PAGE>


ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

     (a) The following documents are filed as part of this report:

     1.  Financial  statements that are incorporated  herein by reference to the
         following in Sun's 1997 Annual Report to Stockholders.

         Consolidated  Statements  of Income for each of the three  years in the
         period ended June 30, 1997 (page 26).

         Consolidated Balance Sheets at June 30, 1997 and 1996 (page 27).

         Consolidated  Statements  of Cash Flows for each of the three  years in
         the period ended June 30, 1997 (page 28).

         Consolidated  Statements of Stockholders'  Equity for each of the three
         years in the period ended June 30, 1997 (page 29).

         Notes to Consolidated Financial statements (pages 30 through 43).

         Report of Ernst & Young LLP, Independent Auditors (page 44).

     The  Company's  1997 Annual Report to  Stockholders  is not deemed filed as
     part of this report except for those parts specifically incorporated herein
     by reference.

     2. Financial Statement schedule:

        Page   Schedule            Title
       -------------------------------------------------
        S-1     II     Valuation and Qualifying Accounts


     All other schedules have been omitted since the required information is not
     present or is not present in amounts  sufficient  to require  submission of
     the  schedule,  or because  the  information  required  is  included in the
     consolidated financial statements, including the notes thereto.

                                       19
<PAGE>


     3. Exhibits

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

     3.2(9)    Bylaws of Registrant, as amended. 3.3(8) Certificate of Amendment
               of the Restated Certificate of Incorporation of Registrant.

     3.3(19)   Registrant's  Amended and Restated  Certificate of  Incorporation
               (as amended to date).

     4.3(9)    First Amended and Restated  Common Shares Rights  Agreement dated
               December 14, 1990, between Registrant and The First National Bank
               of Boston.

     4.4(11)   Amendment  dated as of October 28, 1991 to the First  Amended and
               Restated Common Shares Rights Agreement dated December 14, 1990.

     4.5(12)   Second  Amendment dated as of August 5, 1992 to the First Amended
               and Restated  Common Shares Rights  Agreement  dated December 14,
               1990.

     4.6(17)   Third Amendment dated as of November 2, 1994 to First Amended and
               Restated Common Shares Rights Agreement dated December 14, 1990.

     4.7(17)   Fourth  Amendment  dated as of November 1, 1995 to First  Amended
               and Restated  Common Shares Rights  Agreement  dated December 14,
               1990.

    10.1(1)    Technology  Transfer  Agreement  dated February 27, 1982, for the
               purchase by the  Registrant of certain  technology  for cash, and
               related Assumption Agreement dated February 27, 1982.

    10.3(1)    Form of Founders' Restricted Stock Purchase Agreement.

    10.8(1)    Registration Rights Agreement dated as of November 26, 1984.

    10.8A(1)   Amendment to Registration Rights Agreement.

    10.9(3)    Registrant's   1982  Stock   Option   Plan,   as   amended,   and
               representative forms of Stock Option Agreement.

    10.10(3)   Registrant's    Restricted   Stock   Plan,   as   amended,    and
               representative form of Stock Purchase Agreement.

    10.11(10)  Registrant's 1984 Employee Stock Purchase Plan, as amended.

    10.21(1)   License Agreement dated July 26, 1983, by and between  Registrant
               and The Regents of the University of California.

    10.22(1)   Software  Agreement  effective as of April 1, 1982 by and between
               Registrant  and American  Telephone  and Telegraph  Company,  and
               Supplemental Agreement dated effective as of May 28, 1983.

    10.48(3)   Registrant's  1987 Stock Option Plan and  representative  form of
               Stock Option Agreement.

    10.56(4)   Building  Loan  Agreement   dated  May  11,  1989,   between  Sun
               Microsystems  Properties,  Inc.  and the Toyo  Trust and  Banking
               Company Limited, New York Branch and the related Promissory Note;
               First Deed of Trust, Assignment of Leases, Rents and Other Income
               and  Security  Agreement;   Guaranty  of  Payment;   Guaranty  of
               Completion  (Sun  Microsystems  Properties,  Inc.);  Guaranty  of
               Completion  (Sun  Microsystems,  Inc.;  Shortfall  Agreement  and
               Indemnity.

                                       20

<PAGE>

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

    10.64(8)   Registrant's 1988 Directors' Stock Option Plan and representative
               form of Stock Option Agreement.

    10.65(16)  Registrant's  1990 Employee  Stock  Purchase  Plan, as amended on
               August 9, 1995.

    10.66(15)  Registrant's  1990 Long-Term Equity Incentive Plan, as amended on
               August 15, 1996.

    10.66A(10) Representative  form of agreement to Registrant's  1990 Long-Term
               Equity Incentive Plan.

    10.73(10)  Representative  form of letter  dated June 25,  1991  between the
               Registrant  and the  insurance  companies  who are parties to the
               Note and Warrant Purchase Agreements dated September 16, 1986 and
               December 15, 1989.

    10.74(10)  Software  Distribution  Agreement  dated  January 28, 1991 by and
               between the Registrant and UNIX Systems Laboratories, Inc.

    10.77(14)  Lease Agreement  between BNP Leasing  Corporation and Registrant,
               effective as of September 25, 1992.

    10.82(20)  Restated  Revolving  Credit  Agreement  dated  August  27,  1997,
               between  the  Registrant;  Citicorp  USA,  Inc.;  Bank of America
               National Trust and Savings  Association;  ABN AMRO Bank N.V.; The
               First National Bank of Boston; Barclays Bank PLC; Morgan Guaranty
               Trust Company of New York;  The Fuji Bank Limited,  San Francisco
               Agency:  The Toyo Trust and Banking Co. Ltd.:  The Sumitomo Bank,
               Limited;  The Sakura Bank Limited,  San Francisco Agency;  Banque
               Nationale  de  Paris;  Bayerische  Vereinsbank  AG,  Los  Angeles
               Agency;  The  Industrial  Bank of Japan,  Limited,  San Francisco
               Agency;  The Bank of New York; Cariplo - Cassa Di-Risparmio Delle
               Provincie  Lombade  SPA;  Corestes  Bank NA; The  Northern  Trust
               Company, Royal Bank Of Canada, Union Bank of California.

    10.84(20)  Registrant's  Non-Qualified Deferred Compensation Plan dated July
               1, 1995, as amended and restated effective October 1, 1997.

    10.85(16)  Registrant's Section 162 (m) Executive Officer  Performance-Based
               Bonus Plan dated August 9, 1995.

    10.86(15)  First   Amendment   to  Lease   Agreement   between  BNP  Leasing
               Corporation and Registrant, effective as of September 23, 1994.

    10.87(20)  The Sun Microsystems,  Inc. Equity Compensation Acquisition Plan,
               as amended.

    10.89(18)  Form of Change of Control  Agreement  executed by each  corporate
               executive officer of Registrant.

    10.90(18)  Form of Change of Control  Agreement  executed by Chief Executive
               Officer of Registrant.

    10.91(18)  Form of Vice President Change of Control Severance Plan.

    10.92(18)  Form of Director - Level Change of Control Severance Plan.

    11(20)     Statement of Computation of Earnings per Share.

    13.0(20)   1997 Annual  Report to  Stockholders  (to be deemed filed only to
               the extent  required by the  instructions to exhibits for reports
               on Form 10-K).

    22.0(20)   Subsidiaries of Registrant.

                                       21

<PAGE>

    23.1       Consent of Ernst & Young LLP, Independent Auditors.

    24(20)     Power of Attorney (See page 25).

    27(20)     Financial Data Schedule.

                                       22

<PAGE>


(1)      Incorporated by reference to the Registrant's Registration Statement on
         Form S-1 (No. 33-2897), which became effective March 4, 1986.

(2)      Incorporated  by reference to  identically  numbered  exhibits filed as
         exhibits to the Registrant's  Annual Report on Form 10-K for the fiscal
         year ended June 30, 1987.

(3)      Incorporated  by reference  to Exhibits  19.1,  19.3 or 19.4,  filed as
         Exhibits  to the  Registrant's  Quarterly  Report  on Form 10-Q for the
         quarter ended December 25, 1987.

(4)      Incorporated  by reference to  identically  numbered  exhibits filed as
         exhibits to the Registrant's  Annual Report on Form 10-K for the fiscal
         year ended June 30, 1989.

(5)      Not used.

(6)      Not used.

(7)      Not used.

(8)      Incorporated  by reference to  identically  numbered  exhibits filed as
         exhibits to the Registrant's  Annual Report on Form 10-K for the fiscal
         year ended June 30, 1990.

(9)      Incorporated  by reference to Exhibits 3.1 and 4.1 filed as exhibits to
         the Registrant's Report on Form 8-K filed on December 28, 1990.

(10)     Incorporated  by reference to  identically  numbered  exhibits filed as
         exhibits to the Registrant's  Annual Report on Form 10-K for the fiscal
         year ended June 30, 1991.

(11)     Incorporated  by  reference  to Exhibit  4.0 filed as an exhibit to the
         Registrant's  Quarterly  Report  on Form  10-Q  for the  quarter  ended
         September 27, 1991.

(12)     Incorporated  by  reference  to  Exhibit 3 filed as an  exhibit  to the
         Registrant's  Form 8 Amendment No. 3 to Registration  Statement on Form
         8-A filed on September 16, 1992.

(13)     Incorporated  by reference to  identically  numbered  exhibits filed as
         exhibits to the Registrant's  Annual Report on Form 10-K for the fiscal
         year ended June 30, 1992.

(14)     Not used.

(15)     Incorporated  by reference to  identically  numbered  exhibits filed as
         exhibits to Registrant's Annual Report on Form 10-K for the fiscal year
         ended June 30, 1996.

(16)     Incorporated  by reference to  identically  numbered  exhibits filed as
         exhibits to Registrant's Annual Report on Form 10-K for the fiscal year
         ended June 30, 1995.

(17)     Incorporated  by reference to  identically  numbered  exhibits filed as
         exhibits  to the  Registrant's  Quarterly  Report  on Form 10-Q for the
         quarter ended October 1, 1995.

(18)     Incorporated  by reference to  identically  numbered  exhibits filed as
         exhibits to Registrant's  Quarterly Report on Form 10-Q for the quarter
         ended December 29, 1996.

(19)     Incorporated  by reference to  identically  numbered  exhibits filed as
         exhibits to Registrant's  Quarterly Report on Form 10-Q for the quarter
         ended September 29, 1996.

(20)     Previously filed as exhibits to Registrant's Annual Report on Form 10-K
         for the fiscal year ended June 30, 1997 filed on September 26, 1997.

                                     23

<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  the  registrant  has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                 SUN MICROSYSTEMS, INC.
                                 Registrant

October 15, 1997


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

                                       24

<PAGE>


POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints  Scott G. McNealy and Michael E. Lehman jointly
and severally, his attorneys-in-fact,  each with the power of substitution,  for
him in any and all  capacities,  to sign any  amendments  to this Report on Form
10-K, and 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  substitute  or
substitutes, may do or cause to be done by virtue hereof.
<TABLE>

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed below by the following  persons,  which include the Chief
Executive  Officer,  the Chief Financial Officer and Corporate  Controller and a
majority  of the Board of  Directors,  on behalf  of the  registrant  and in the
capacities and on the dates indicated. 

<CAPTION>
     Signature                             Title                                Date
     ---------                             -----                                ----
<S>                             <C>                                          <C>
     SCOTT G. McNEALY*          Chairman of the Board of Directors,          October 15, 1997
----------------------------    President and Chief Executive Officer
    (Scott G. McNealy)          (Principal Executive Officer)

 /s/ MICHAEL E. LEHMAN          Vice President and Chief Financial           October 15, 1997
----------------------------    Officer (Principal Financial Officer)
    (Michael E. Lehman)

     GEORGE REYES*              Vice President and Corporate Controller      October 15, 1997
----------------------------    (Principal Accounting  Officer)
    (George Reyes)

     L. JOHN DOERR*             Director                                     October 15, 1997
----------------------------
    (L. John Doerr)

     JUDITH L. ESTRIN*          Director                                     October 15, 1997
----------------------------
    (Judith L. Estrin )

     ROBERT J. FISHER*          Director                                     October 15, 1997
----------------------------
    (Robert J. Fisher)

     ROBERT L. LONG*            Director                                     October 15, 1997
----------------------------
    (Robert L. Long)

     M. KENNETH OSHMAN*         Director                                     October 15, 1997
----------------------------
    (M. Kenneth Oshman)

     A. MICHAEL SPENCE*         Director                                     October 15, 1997
----------------------------
    (A. Michael Spence)

*By: /s/ MICHAEL E. LEHMAN      Vice President and Chief Financial
----------------------------    Officer (Principal Financial Officer)
        (Michael E. Lehman)
</TABLE>


<PAGE>


                                INDEX to EXHIBITS

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

     3.2(9)    Bylaws of Registrant, as amended. 3.3(8) Certificate of Amendment
               of the Restated Certificate of Incorporation of Registrant.

     3.3(19)   Registrant's  Amended and Restated  Certificate of  Incorporation
               (as amended to date).

     4.3(9)    First Amended and Restated  Common Shares Rights  Agreement dated
               December 14, 1990, between Registrant and The First National Bank
               of Boston.

     4.4(11)   Amendment  dated as of October 28, 1991 to the First  Amended and
               Restated Common Shares Rights Agreement dated December 14, 1990.

     4.5(12)   Second  Amendment dated as of August 5, 1992 to the First Amended
               and Restated  Common Shares Rights  Agreement  dated December 14,
               1990.

     4.6(17)   Third Amendment dated as of November 2, 1994 to First Amended and
               Restated Common Shares Rights Agreement dated December 14, 1990.

     4.7(17)   Fourth  Amendment  dated as of November 1, 1995 to First  Amended
               and Restated  Common Shares Rights  Agreement  dated December 14,
               1990.

    10.1(1)    Technology  Transfer  Agreement  dated February 27, 1982, for the
               purchase by the  Registrant of certain  technology  for cash, and
               related Assumption Agreement dated February 27, 1982.

    10.3(1)    Form of Founders' Restricted Stock Purchase Agreement.

    10.8(1)    Registration Rights Agreement dated as of November 26, 1984.

    10.8A(1)   Amendment to Registration Rights Agreement.

    10.9(3)    Registrant's   1982  Stock   Option   Plan,   as   amended,   and
               representative forms of Stock Option Agreement.

    10.10(3)   Registrant's    Restricted   Stock   Plan,   as   amended,    and
               representative form of Stock Purchase Agreement.

    10.11(10)  Registrant's 1984 Employee Stock Purchase Plan, as amended.

    10.21(1)   License Agreement dated July 26, 1983, by and between  Registrant
               and The Regents of the University of California.

    10.22(1)   Software  Agreement  effective as of April 1, 1982 by and between
               Registrant  and American  Telephone  and Telegraph  Company,  and
               Supplemental Agreement dated effective as of May 28, 1983.

    10.48(3)   Registrant's  1987 Stock Option Plan and  representative  form of
               Stock Option Agreement.

    10.56(4)   Building  Loan  Agreement   dated  May  11,  1989,   between  Sun
               Microsystems  Properties,  Inc.  and the Toyo  Trust and  Banking
               Company Limited, New York Branch and the related Promissory Note;
               First Deed of Trust, Assignment of Leases, Rents and Other Income
               and  Security  Agreement;   Guaranty  of  Payment;   Guaranty  of
               Completion  (Sun  Microsystems  Properties,  Inc.);  Guaranty  of
               Completion  (Sun  Microsystems,  Inc.;  Shortfall  Agreement  and
               Indemnity.


<PAGE>


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

    10.64(8)   Registrant's 1988 Directors' Stock Option Plan and representative
               form of Stock Option Agreement.

    10.65(16)  Registrant's  1990 Employee  Stock  Purchase  Plan, as amended on
               August 9, 1995.

    10.66(15)  Registrant's  1990 Long-Term Equity Incentive Plan, as amended on
               August 15, 1996.

    10.66A(10) Representative  form of agreement to Registrant's  1990 Long-Term
               Equity Incentive Plan.

    10.73(10)  Representative  form of letter  dated June 25,  1991  between the
               Registrant  and the  insurance  companies  who are parties to the
               Note and Warrant Purchase Agreements dated September 16, 1986 and
               December 15, 1989.

    10.74(10)  Software  Distribution  Agreement  dated  January 28, 1991 by and
               between the Registrant and UNIX Systems Laboratories, Inc.

    10.77(14)  Lease Agreement  between BNP Leasing  Corporation and Registrant,
               effective as of September 25, 1992.

    10.82(20)  Restated  Revolving  Credit  Agreement  dated  August  27,  1997,
               between  the  Registrant;  Citicorp  USA,  Inc.;  Bank of America
               National Trust and Savings  Association;  ABN AMRO Bank N.V.; The
               First National Bank of Boston; Barclays Bank PLC; Morgan Guaranty
               Trust Company of New York;  The Fuji Bank Limited,  San Francisco
               Agency:  The Toyo Trust and Banking Co. Ltd.:  The Sumitomo Bank,
               Limited;  The Sakura Bank Limited,  San Francisco Agency;  Banque
               Nationale  de  Paris;  Bayerische  Vereinsbank  AG,  Los  Angeles
               Agency;  The  Industrial  Bank of Japan,  Limited,  San Francisco
               Agency;  The Bank of New York; Cariplo - Cassa Di-Risparmio Delle
               Provincie  Lombade  SPA;  Corestes  Bank NA; The  Northern  Trust
               Company, Royal Bank Of Canada, Union Bank of California.

    10.84(20)  Registrant's  Non-Qualified Deferred Compensation Plan dated July
               1, 1995, as amended and restated effective October 1, 1997.

    10.85(16)  Registrant's Section 162 (m) Executive Officer  Performance-Based
               Bonus Plan dated August 9, 1995.

    10.86(15)  First   Amendment   to  Lease   Agreement   between  BNP  Leasing
               Corporation and Registrant, effective as of September 23, 1994.

    10.87(20)  The Sun Microsystems,  Inc. Equity Compensation Acquisition Plan,
               as amended.

    10.89(18)  Form of Change of Control  Agreement  executed by each  corporate
               executive officer of Registrant.

    10.90(18)  Form of Change of Control  Agreement  executed by Chief Executive
               Officer of Registrant.

    10.91(18)  Form of Vice President Change of Control Severance Plan.

    10.92(18)  Form of Director - Level Change of Control Severance Plan.

    11(20)     Statement of Computation of Earnings per Share.

    13.0(20)   1997 Annual  Report to  Stockholders  (to be deemed filed only to
               the extent  required by the  instructions to exhibits for reports
               on Form 10-K).

    22.0(20)   Subsidiaries of Registrant.


<PAGE>


    23.1       Consent of Ernst & Young LLP, Independent Auditors.

    24(20)     Power of Attorney (See page 25).

    27(20)     Financial Data Schedule.


<PAGE>


(1)      Incorporated by reference to the Registrant's Registration Statement on
         Form S-1 (No. 33-2897), which became effective March 4, 1986.

(2)      Incorporated  by reference to  identically  numbered  exhibits filed as
         exhibits to the Registrant's  Annual Report on Form 10-K for the fiscal
         year ended June 30, 1987.

(3)      Incorporated  by reference  to Exhibits  19.1,  19.3 or 19.4,  filed as
         Exhibits  to the  Registrant's  Quarterly  Report  on Form 10-Q for the
         quarter ended December 25, 1987.

(4)      Incorporated  by reference to  identically  numbered  exhibits filed as
         exhibits to the Registrant's  Annual Report on Form 10-K for the fiscal
         year ended June 30, 1989.

(5)      Not used.

(6)      Not used.

(7)      Not used.

(8)      Incorporated  by reference to  identically  numbered  exhibits filed as
         exhibits to the Registrant's  Annual Report on Form 10-K for the fiscal
         year ended June 30, 1990.

(9)      Incorporated  by reference to Exhibits 3.1 and 4.1 filed as exhibits to
         the Registrant's Report on Form 8-K filed on December 28, 1990.

(10)     Incorporated  by reference to  identically  numbered  exhibits filed as
         exhibits to the Registrant's  Annual Report on Form 10-K for the fiscal
         year ended June 30, 1991.

(11)     Incorporated  by  reference  to Exhibit  4.0 filed as an exhibit to the
         Registrant's  Quarterly  Report  on Form  10-Q  for the  quarter  ended
         September 27, 1991.

(12)     Incorporated  by  reference  to  Exhibit 3 filed as an  exhibit  to the
         Registrant's  Form 8 Amendment No. 3 to Registration  Statement on Form
         8-A filed on September 16, 1992.

(13)     Incorporated  by reference to  identically  numbered  exhibits filed as
         exhibits to the Registrant's  Annual Report on Form 10-K for the fiscal
         year ended June 30, 1992.

(14)     Not used.

(15)     Incorporated  by reference to  identically  numbered  exhibits filed as
         exhibits to Registrant's Annual Report on Form 10-K for the fiscal year
         ended June 30, 1996.

(16)     Incorporated  by reference to  identically  numbered  exhibits filed as
         exhibits to Registrant's Annual Report on Form 10-K for the fiscal year
         ended June 30, 1995.

(17)     Incorporated  by reference to  identically  numbered  exhibits filed as
         exhibits  to the  Registrant's  Quarterly  Report  on Form 10-Q for the
         quarter ended October 1, 1995.

(18)     Incorporated  by reference to  identically  numbered  exhibits filed as
         exhibits to Registrant's  Quarterly Report on Form 10-Q for the quarter
         ended December 29, 1996.

(19)     Incorporated  by reference to  identically  numbered  exhibits filed as
         exhibits to Registrant's  Quarterly Report on Form 10-Q for the quarter
         ended September 29, 1996.

(20)     Previously filed as exhibits to Registrant's Annual Report on Form 10-K
         for the fiscal year ended June 30, 1997 filed on September 26, 1997.