EXHIBIT 4.7

                                FOURTH AMENDMENT
                                       TO
                           FIRST AMENDED AND RESTATED
                         COMMON SHARES RIGHTS AGREEMENT


     This Fourth Amendment,  dated as of November 1, 1995 (the "Amendment" ), is
to the First Amended and Restated  Common Shares  Rights  Agreement  dated as of
December  14,  1990,  as  amended  to  date  (the   "Agreement"),   between  Sun
Microsystems,  Inc., a Delaware corporation (the "Company") and BancBoston State
Street Investors (the "Rights Agent").


     WHEREAS,  on  November  1,  1995,  the Board of  Directors  of the  Company
determined that it is in the best interests of the Company and its  stockholders
to amend the  Agreement in order to increase the  "Purchase  Price",  as defined
pursuant to the terms of the Agreement,  from $100.00 to $200.00 (without giving
effect to the Company's recent  two-for-one stock split declared by the Board of
Directors  of the Company on  November  2, 1995 in the form of a stock  dividend
issuable to  stockholders  of record on November  20,  1995 (the  "Recent  Stock
Split")),  such Purchase  Price is subject to adjustment  from time to time as a
result of certain events described in the Agreement,  including the Recent Stock
Split, and the Rights Agent has agreed to such amendment; and

     WHEREAS, the Company and the Rights Agent have determined that, pursuant to
Section 27 of the  Agreement,  the  Agreement may be amended as set forth herein
without the approval of the holders of the Rights (as defined in the Agreement).

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
herein set forth, the Agreement is hereby amended as follows:

     1. Section 7(b) of the Rights  Agreement is hereby  amended in its entirety
to read as follows:

     "(b) The Purchase Price for each  Common  Share  issuable  pursuant  to the
          exercise of a Right shall  initially  be $200.00,  shall be subject to
          adjustment  from time to time as provided in Sections 11 and 13 hereof
          and shall be payable in lawful  money of the United  States of America
          in accordance with paragraph (c) below."

     2. All other terms and conditions of the Agreement,  including the Exhibits
thereto, shall remain in full force and effect.

     3. This  Amendment may be executed in any number of  counterparts,  each of
such counter  parts shall for all purposes be deemed to be an original,  and all
such counterparts shall together constitute but one and the same instrument.

                                      
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     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed on this 3rd day of November, 1995.

                                        SUN MICROSYSTEMS, INC.



                                       By: /s/   MICHAEL H. MORRIS
                                          ------------------------------------
                                          Name:  Michael H. Morris
                                          Title: Vice President, General Counsel
                                                 and Secretary


                                       BANCBOSTON STATE STREET INVESTOR
                                       SERVICES  (formerly, THE FIRST NATIONAL
                                       BANK OF BOSTON)



                                       By: /s/   GEOFFREY D. ANDERSON
                                          ------------------------------------
                                          Name:  GEOFFREY D. ANDERSON
                                          Title: Senior Accounts Manager


                                      
<PAGE>


                             COMPLIANCE CERTIFICATE

     The undersigned, Michael H. Morris, hereby certifies as follows:


     1. I am the Vice President and General  Counsel of Sun  Microsystems,  Inc.
(the "Company").

     2. The Fourth  Amendment dated as of November 1, 1995 to the First  Amended
and  Restated Common Shares Rights Agreement dated as of December 14, 1990 is in
compliance with the terms of Section 27 of the First Amended and Restated Common
Shares Rights Agreement dated as of December 14, 1990 by and between the Company
and The First National Bank of Boston, as Rights Agent.






                                        SUN MICROSYSTEMS, INC.



                                        By: /s/ MICHAEL H. MORRIS
                                           ------------------------------------
                                           Michael H. Morris, Vice President
                                             and General Counsel