9/17/86
                              EXHIBIT 3.3

                          CERTIFICATE OF INCORPORATION

                                       OF

                             SUN MICROSYSTEMS, INC.


     1.  The  name  of  the   corporation   is  Sun   Microsystems,   Inc.  (the
"Corporation").

     2. The  address  of the  Corporation's  registered  office  in the State of
Delaware  is  Corporation  Trust  Center,  1209  Orange  Street,  in the City of
Wilmington,  County of New Castle,  zip code 19801.  The name of its  registered
agent at such address is The Corporation Trust Company.

     3. The nature of the  business or purposes to be  conducted  or promoted by
the  Corporation  is  to  engage  in  any  lawful  act  or  activity  for  which
corporations may be organized under the General Corporation Law of Delaware.

     4. (a) This  corporation  is  authorized  to issue  two  classes  of shares
designated  "Common  Stock" and  "Preferred  Stock".  The total number of shares
which this  corporation  shall have  authority to issue is  Eighty-Five  Million
(85,000,000),  of which Seventy-Five Million (75,000,000) shall  be Common Stock
and Ten Million  (10,000,000)  shall be Preferred Stock. The aggregate par value
of all shares of Common Stock is $50,250 and the par value of each such share is
$.00067.  The aggregate par value of all shares Preferred Stock is $10,000,  and
the par value of each share is $.001.

         (b) The shares of  Preferred  Stock may be issued  from time to time in
one or more series. The Board of Directors is authorized, subject to limitations
prescribed  by law and the  provisions  of the  Article  2, to  provide  for the
issuance of the shares of Preferred Stock in series, and by filing a certificate
pursuant to the applicable law of the State of Delaware,  to establish from time
to time the number of shares to be included in each such series,  and to fix the
designation,  powers,  preferences  and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof.

     The authority of the Board with respect to each series shall  include,  but
not be limited to, determination of the following:

     (i) The  number of shares  constituting  that  series  and the  distinctive
designation of that series;


<PAGE>

     (ii) The  dividend  rate on the shares of that  series,  whether  dividends
shall be  cumulative,  and,  if so, from which date or dates,  and the  relative
rights of priority, if any, of payment of dividends on shares of that series;

     (iii)  Whether  that series  shall have voting  rights,  in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;

     (iv) Whether that series shall have conversion privileges,  and, if so, the
terms and conditions of such conversion,  including  provision for adjustment of
the conversion rate in such events as the Board of Directors shall determine;

     (v) Whether or not the shares of that series shall be  redeemable,  and, if
so, the terms and conditions of such redemption, including the date or date upon
or after which they shall be  reedeemable,  and the amount per share  payable in
case of  redemption,  which amount may vary under  different  conditions  and at
different redemption dates;

     (vi) Whether that series  shall have a sinking fund for the  redemption  or
purchase  of shares of that  series,  and,  if so,  the terms and amount of such
sinking fund;

     (vii) The rights of the shares of that series in the event of  voluntary or
involuntary liquidation,  dissolution or winding up of the corporation,  and the
relative rights of priority, if any, of payment of shares of that series.

     5. The name and mailing address of the incorporator are as follows:


                                Judith M. O'Brien
                       Wilson, Sonsini, Goodrich & Rosati
                         Two Palo Alto Square, Suite 900
                               Palo Alto, CA 94306

                                       -2-

<PAGE>

     6. The Corporation is to have perpetual existence.

     7. In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly  authorized to make, alter,  amend or repeal
the By-Laws of the Corporation.

     8. The  number of  directors  which  will  constitute  the  whole  Board of
Directors  of the  Corporation  shall  be as  specified  in the  By-Laws  of the
Corporation.

     9. The  election  of  directors  need not be by written  ballot  unless the
By-Laws of the Corporation shall so provide.

     10. At all elections of directors of the corporation,  each holder of stock
or of any class or classes or of a series or series thereof shall be entitled to
as many  votes  as shall  equal  the  number  of votes  which  (except  for this
provision as to cumulative voting) he would be entitled to cast for the election
of  directors  with respect to his shares of stock  multiplied  by the number of
directors  to be elected by him,  and he may cast all of such votes for a single
director or may distribute them among the number to be voted for, or for any two
or more of them as he may see fit.

     11.  Meetings  of  stockholders  may be held within or without the State of
Delaware,  as the By-Laws may provide.  The books of the Corporation may be kept
(subject  to any  provision  contained  in the  statutes)  outside  the State of
Delaware at such place or places as may be  designated  from time to time by the
Board of Directors or in the By-Laws of the Corporation.

     12. To the fullest extent permitted by the Delaware General Corporation Law
as the same exists or as may hereafter be amended, a director of the Corporation
shall  not be  personally  liable to the  Corporation  or its  stockholders  for
monetary  damages  for  breach of  fiduciary  duty as a  director.  Neither  any
amendment  nor repeal of this Article 12, nor the  adoption of any  provision of
this Certification of Incorporation inconsistent with this Article 12 in respect
of any matter occuring, or any cause of action, suit or claim that, but for this
Article 12, would accrue or arise,  prior to such amendment,  repeal or adoption
of an inconsistent provision.

     13.  Advance  notice of new business and  stockholder  nominations  for the
election of directors shall be given in the manner and to the extent provided in
the By-Laws of the Corporation.

                                       -3-
<PAGE>


     14. The Corporation  reserves the right to amend,  alter,  change or repeal
any provision contained in this Certificate of Incorporation,  in the manner now
or hereafter  prescribed by statute,  and all rights conferred upon stockholders
herein are granted subject to this reservation.

     I, THE  UNDERSIGNED,  being the  incorporator  hereinbefore  named, for the
purpose of forming a corporation  pursuant to the General Corporation Law of the
State of Delaware,  do make this  certificate,  hereby declaring and certifying,
under  penalties  of perjury,  that this is my act and deed and the facts herein
stated are true,  and  accordingly  have  hereunto  set my hand this 16th day of
September, 1986.


                                       /s/ Judith M. O'Brien
                                       -----------------------------
                                       Judith M. O'Brien




164JOB-1275
09/15/86                         
                                       -4-
<PAGE>


                                                                         6-30-87

                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             SUN MICROSYSTEMS, INC.
                (Originally incorporated on September 17, 1986)


     1.  The  name  of  the   corporation   is  Sun   Microsystems,   Inc.  (the
"Corporation").

     2. The  address  of the  Corporation's registered  office  in the  State of
Delaware  is  Corporation  Trust  Center,  1209  Orange  Steet,  in the  City of
Willmington,  County of New Castle,  zip code 19801.  The name of its registered
agent at such address is The Corporation Trust Company.

     3. The nature of the  business or purposes to be  conducted  or promoted by
the  Corporation  is  to  engage  in  any  lawful  act  or  activity  for  which
corporations may be organized under the General Corporation Law of Delaware.

     4. (a) This  Corporation  is  authorized  to issue  two  classes  of shares
designated  "Common  Stock" and  "Preferred  Stock".  The total number of shares
which this corporation shall have authority to issue is One Hundred  Thirty-Five
Million  (135,000,000),  of which One Hundred Twenty-Five Million  (125,000,000)
shall be Common Stock with a par  value of  $.00067  per  share and Ten  Million
(10,000,000) shall be Preferred Stock with a par value of $.001 per share.

     (b) The shares of Preferred Stock may be issued from time to time in one or
more  series.  The Board of  Directors  is  authorized,  subject to  limitations
prescribed  by law and the  provisions  of this  Article 4, to  provide  for the
issuance of the shares of Preferred Stock in series, and by filing a certificate
pursuant to the applicable law of the State of Delaware,  to establish from time
to time the number of shares to be included in each such series,  and to fix the
designation,  powers,  preferences  and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof.

     The authority of the Board with respect to each series shall  include,  but
not be limited to, determination of the following:

         (i) The number of shares  constituting  that series and the distinctive
     designation of that series;

         (ii) The dividend rate on the shares of that series,  whether dividends
     shall be cumulative, and, if so, from which date or dates, and the relative
     rights of  priority,  if any,  of  payment of  dividends  on shares of that
     series;

         (iii) Whether that series shall have voting rights,  in addition to the
     voting rights provided by law, and, if so, the terms of such voting rights;

         (iv) Whether that series shall have conversion privileges,  and, if so,
     the  terms  and  conditions of such  conversion,  including  provision  for
     adjustment of the conversion  rate in such events as the Board of Directors
     shall determine;

         (v) Whether or not the shares of that series shall be redeemable,  and,
     if so, the terms and conditions of such  redemption,  including the date or
     date upon or after  which  they  shall be  reedeemable,  and the amount per
     share payable in case of redemption,  which amount may vary under different
     conditions and at different redemption dates;

         (vi) Whether  that series shall have a sinking fund for the  redemption
     or purchase of shares of that  series,  and, if so, the terms and amount of
     such sinking fund;

         (vii) The rights of the shares of that series in the event of voluntary
     or involuntary  liquidation,  dissolution or winding up of the corporation,
     and the relative  rights of priority,  if any, of payment of shares of that
     series.

         (vii) Any other  relative  or  participating  rights,  preferences  and
     limitations of that series.

     5. The name and mailing address of the incorporator are as follows:


                                Judith M. O'Brien
                       Wilson, Sonsini, Goodrich & Rosati
                         Two Palo Alto Square, Suite 900
                               Palo Alto, CA 94306

<PAGE>

     6. The Corporation is to have perpetual existence.

     7. In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly  authorized to make, alter,  amend or repeal
the By-Laws of the Corporation.

     8. The  number of  directors  which  will  constitute  the  whole  Board of
Directors  of the  Corporation  shall  be as  specified  in the  By-laws  of the
Corporation.

     9. At all elections of directors of the  Corporation,  each holder of stock
or of any class or classes or of a series  thereof  shall be entitled to as many
votes as shall equal the number of votes which (except for this  provision as to
cumulative  voting) he would be entitled to cast for the  election of  directors
with respect to his shares of stock  multiplied by the number of directors to be
elected,  and he may  cast  all of such  votes  for a  single  candidate  or may
distribute  them among the number to be elected,  or for any two or more of them
as he may see fit.

     10.  Meetings  of  stockholders  may be held within or without the State of
Delaware,  as the By-Laws may provide.  The books of the Corporation may be kept
(subject  to any  provision  contained  in the  statutes)  outside  the State of
Delaware at such place or places as may be  designated  from time to time by the
Board of Directors or in the By-Laws of the Corporation.

     11. To the fullest extent permitted by the Delaware General Corporation Law
as the same exists or as may hereafter be amended, a director of the Corporation
shall  not be  personally  liable to the  Corporation  or its  stockholders  for
monetary  damages  for  breach of  fiduciary  duty as a  director.  Neither  any
amendment  nor repeal of this Article 11, nor the  adoption of any  provision of
this  Certification  of Incorporation  inconsistent  with this Article 11, shall
eliminate  or reduce  the  effect of this  Article  11 in  respect of any matter
occurring, or any cause of action,  suit or claim that, but for this Article 11,
would  accrue  or arise,  prior to such  amendment,  repeal  or  adoption  of an
inconsistent provision.

     12. The Corporation  reserves the right to amend,  alter,  change or repeal
any provision contained in this Certificate of Incorporation,  in the manner now
or hereafter  prescribed by statute,  and all rights conferred upon stockholders
herein  are  granted   subject  to  this   reservation.   This   Certificate  of
Incorporation  may not be amended to eliminate Section 9 hereof or to divide the
directors of the  Corporation who are elected by the holders of Common Stock and
any Preferred  Stock entitled to vote generally with the holders of Common Stock
in elections of  directors,  into two or three  classes  without the approval of
holders  of  seventy-five  percent  (75%)  of  the  outstanding  shares  of  the
Corporation entitled to vote thereon.

     13.  Elections  for  directors  need not be by ballot  unless a stockholder
demands election by ballot at the meeting and before the voting begins or unless
the By-laws so require.

     I,  THE  UNDERSIGNED,   this  23rd  day  of  June,  1987,  being  the  sole
incorporator of Sun  Microsystems,  Inc., do hereby certify that the Corporation
has not  received  any  payment  for any of its  stock  and that  this  Restated
Certificate of Incorporation  has been adopted in accordance with the provisions
of Sections 241 and 245 of the General Corporation Law of the State of Delaware.


                                   /s/ Judith M. O'Brien
                                   -----------------------------------
                                   Judith M. O'Brien

                                      B-2
<PAGE>

                             CERTIFICATE OF MERGER

                                       OF

                             SUN MICROSYSTEMS, INC.
                            A CALIFORNIA CORPORATION

                                      INTO

                             SUN MICROSYSTEMS, INC.


     The undersigned corporation does hereby certify:

     FIRST:  That the name and state of incorporation of each of the constituent
corporations of the merger are as follows:

         NAME                         STATE OF INCORPORATION
         ----                         ----------------------
Sun Microsystems, Inc.                       California

Sun Microsystems, Inc.                       Delaware

     SECOND:  That an  Agreement  and Plan of Merger  (the  "Merger  Agreement")
between  the  parties  to the  merger  has been  approved,  adopted,  certified,
executed and acknowledged by each of the constituent  corporations in accordance
with  the  requirements  of  subsection  (c)  of  Section  252  of  the  General
Corporation  Law of the State of  Delaware  and that the  effective  time of the
merger shall be noon eastern  standard time on the day on which this Certificate
is filed with the Secretary of State of the State of Delaware.

     THIRD:  That the name of the  surviving  corporation  of the  merger is Sun
Microsystems, Inc., a Delaware corporation.


<PAGE>

     FOURTH: That the Restated Certificate of Incorporation of Sun Microsystems,
Inc., a Delaware  corporation,  shall be the certificate of incorporation of the
surviving corporation.

     FIFTH: That the executed Merger Agreement is on file at the principal place
of business of the surviving corporation. The address of said principal place of
business is 2550 Garcia Avenue, Mountain View, California 94043.

     SIXTH:  That a copy  of the  Merger  Agreement  will  be  furnished  by the
surviving  corporation,  on request and without cost, to any  stockholder of any
constituent corporation.

     SEVENTH:  That the authorized  capital stock of Sun  Microsystems,  Inc., a
California  corporation,  is  125,000,000  shares of Common  Stock,  $.00067 par
value, and 10,000,000 shares of Preferred Stock, $.001 par value.


                                       SUN MICROSYSTEMS, INC.
                                       a Delaware corporation


                                       By: /s/ Scott G. McNealy
                                          --------------------------------------
                                          Scott G. McNealy, President


ATTEST:


/s/ Robert G. Smith
---------------------------------------
Robert G. Smith, Assistant Secretary


2SUN:004

                                      -2-


<PAGE>
       
                                                                         12/7/89


                            CERTIFICATE OF AMENDMENT
                         OF THE RESTATED CERTIFICATE OF
                                INCORPORATION OF
                             SUN MICROSYSTEMS, INC.


         William J. Raduchel and Michael H. Morris certify that:

1.       They  are  the  Vice  President,   Chief  Financial  Officer  and  Vice
         President,  General Counsel and Corporate Secretary,  respectively,  of
         Sun Microsystems, Inc., a Delaware corporation.

2.       So much of Section  (a) of  Article 4 of the  Restated  Certificate  of
         Incorporation of this Corporation as now reads:

               "This  Corporation  is  authorized to issue two classes of shares
               designated "Common Stock" and "Preferred Stock". The total number
               of shares which this corporation shall have authority to issue is
               One  Hundred  Thirty  Five  Million  (135,000,000),  of which One
               Hundred Twenty Five Million  (125,000,000)  shall be Common Stock
               with  a  par  value  of  $.00067   per  share  and  Ten   Million
               (10,000,000)  shall be Preferred  Stock with a par value of $.001
               per share."


         is amended to read as follows:

               "This  Corporation  is  authorized to issue two classes of shares
               designated "Common Stock" and "Preferred Stock". The total number
               of shares which this corporation shall have authority to issue is
               Three Hundred Ten Million  (310,000,000),  of which Three Hundred
               Million  (300,000,000) shall be Common Stock  with a par value of
               .00067 per share and Ten Million  (10,000,000) shall be Preferred
               Stock with a par value of $.001 per share.

3.       The foregoing  Certificate of Amendment of the Restated  Certificate of
         Incorporation has been duly approved by the Board of Directors.

4.       The  foregoing  Certificate  of  Amendment  of the Restated and Amended
         Certificate  of  Incorporation  has been duly  approved by the required
         vote of  stockholders  in  accordance  with Section 242 of the Delaware
         Corporations  Code.  The total number of  outstanding  shares of Common
         Stock of the  corporation is  85,177,733.  No shares voting in favor of
         the amendment  equaled or exceeded the vote  required.  The  percentage
         vote required was more than 50% of the outstanding Common Stock.

<PAGE>


         We further declare under penalty of perjury under the laws of the State
         of Delaware that the matters set forth in the foregoing certificate are
         true and correct of our own knowledge.

         Executed at Mountain View, California, this 6th day of December, 1989.




                                      /s/ William J. Raduchel
                                      ------------------------------
                                      William J. Raduchel


                        ATTEST:

                                      /s/ Michael H. Morris
                                      ------------------------------
                                      Michael H. Morris


<PAGE>


                            CERTIFICATE OF AMENDMENT
                         OF THE RESTATED CERTIFICATE OF
                                INCORPORATION OF
                             SUN MICROSYSTEMS, INC.


         Michael E. Lehman and Michael H. Morris, certify that:


1.       They  are  the   Vice-President,   Chief  Financial  Officer  and  Vice
President,  General  Counsel  and  Corporate  Secretary,  respectively,  of  Sun
Microsystems, Inc., a Delaware corporation.

2.       So much of Section  (a) of  Article 4 of the  Restated  Certificate  of
Incorportion of this Corporation as now reads.

         "This  Corporation  is  authorized  to  issue  two  classes  of  shares
         designated  "Common Stock" and "Preferred  Stock".  The total number of
         shares  which this corporation  shall have  authority to issue is Three
         Hundred  Ten Million  (310,000,000),  of which  Three  Hundred  Million
         (300,000,000)  shall be Common  Stock with a par value of  $.00067  per
         share and Ten Million  (10,000,000) shall be Preferred Stock with a par
         value of $.001 per share."

         is amended to read as follows:

         "The   Corporation  is  authorized  to  issue  two  classes  of  shares
         designated  "Common Stock" and "Preferred  Stock".  The total number of
         shares  which this  corporation  shall have  authority to issue is Nine
         Hundred  Fifty  Million  (950,000,000),  of which  Nine  Hundred  Forty
         Million (940,000,000) shall be Common Stock with a par value of $.00067
         per share and Ten Million  (10,000,000) shall be Preferred Stock with a
         par value of $.001 per share."

3.       The foregoing  Certificate of Amendment of the Restated  Certificate of
Incorporation has been duly approved by the Board of Directors.

4.       The foregoing  Certificate of Amendment of the Restated  Certificate of
Incorporation  has been duly  approved by the required vote of  stockholders  in
accordance with Section 242 of the Delaware  Corporations Code. The total number
of  outstanding  shares of Common Stock of the  corporation is  183,648,532.  No
shares of Preferred Stock are outstanding.  The number of shares voting in favor
of the amendment  equaled or exceeded the vote  required.  The  percentage  vote
required was more than 50% of the outstanding Common Stock.

We further  declare  under  penalty  of  perjury  under the laws of the State of
Delaware  that the matters set forth in the  foregoing  certificate are true and
correct of our own knowledge.

IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be hereunto
affixed and the Certificate of Amendment to be signed by Michael E. Lehman,  its
Vice President,  Chief Financial Officer and attested by Michael H. Morris,  its
Vice  President,  General  Counsel and  Corporate  Secreatary,  this 13th day of
November, 1996.



                                   SUN MICROSYSTEMS, INC.


       [Corporate Seal]            /s/ Michael E. Lehman
                                   ------------------------------
                                   Michael E. Lehman


                ATTEST:            /s/ Michael H. Morris
                                   ------------------------------
                                   Michael H. Morris