UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q/A





(Mark One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



| | For the quarterly period ended December 30, 2007
| | ------------------------------------------------

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



| | 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 or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

4150 Network Circle, Santa Clara, CA 95054

(Address of principal executive offices with zip code)

(650) 960-1300

(Registrants telephone number, including area code)

N/A

(Former name, former address
and former fiscal year, if changed since last report)





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 whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act) (Check one);

Large accelerated
filer x    Accelerated filer  ̈    Non-accelerated filer  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES  ̈    NO x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.



|                                |  |                                
|------------------------------- |  | -------------------------------
|Class                           |  | Outstanding at January 31, 2008
|Common Stock - $0.001 par value |  | 792,770,742                    









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EXPLANATORY NOTE

Sun Microsystems, Inc. (the Company) is filing this Amendment No. 1 (this Amendment) to its Quarterly Report on Form 10-Q for the quarter ended December 30, 2007, originally filed
with the Securities and Exchange Commission on February 6, 2008 (the Original Report), to correct the number of outstanding shares listed on the cover page of the Original Report, which included treasury shares. Other than these
changes, this Amendment does not amend, update or change any other disclosures contained in the Original Report.

ITEM 6. EXHIBITS



|              |  |                                                        
|------------- |  | -------------------------------------------------------
|ExhibitNumber |  | Exhibit Description                                    
|31.1          |  | Rule 13a-14(a) Certification of Chief Executive Officer
|              | 
|31.2          |  | Rule 13a-14(a) Certification of Chief Financial Officer



2



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



SUN MICROSYSTEMS, INC.BY:

/s/ Michael E. LehmanMichael E. LehmanChief Financial Officer and Executive Vice
President, Corporate Resources (Principal Financial Officer)BY:

/s/ V. Kalyani ChatterjeeV. Kalyani ChatterjeeChief Accounting Officer (Principal
Accounting Officer)


Dated: February 11, 2008



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INDEX TO EXHIBTS



|              |  |                                                        
|------------- |  | -------------------------------------------------------
|ExhibitNumber |  | Exhibit Description                                    
|31.1          |  | Rule 13a-14(a) Certification of Chief Executive Officer
|              | 
|31.2          |  | Rule 13a-14(a) Certification of Chief Financial Officer