SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

(Mark One)

__X___  Quarterly report pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 for the quarterly period ended October 1, 1995 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                     (I.R.S.Employer 
     of incorporation or organization)                 Identification No.)

                2550 Garcia Avenue, Mountain View, CA 94043-1100
             ------------------------------------------------------
             (Address of principal executive offices with zip code)

Registrant's telephone number, including area code:          (415) 960-1300
                                                       -------------------------

                                       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 _____

                     APPLICABLE ONLY TO ISSUERS INVOLVED IN
                         BANKRUPTCY PROCEEDINGS DURING
                           THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Section  12,  13 or 15 (d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

                                YES _____       NO _____

                     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 practical date.

            Class                                 Outstanding at October 1, 1995
----------------------------------                ------------------------------
Common stock -- $0.00067 par value                         90,935,733

<PAGE>

                                     INDEX

                                                                            PAGE

COVER PAGE ................................................................  1

INDEX .....................................................................  2

PART I - FINANCIAL INFORMATION

     Item 1 - Financial Statements

              Condensed Consolidated Balance Sheets .......................  3

              Condensed Consolidated Statements of Income .................  4

              Condensed Consolidated Statements of Cash Flows .............  5

     Notes to Condensed Consolidated Financial Statements .................  6

     Item 2 - Management's Discussion and Analysis of
              Results of Operations and Financial Condition ...............  7

PART II - OTHER INFORMATION

     Item 5 - Other Information ........................................... 11

     Item 6 - Exhibits and Reports on Form 8-K ............................ 14

SIGNATURES ................................................................ 15


                                       2


<PAGE>

                         PART 1 - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                             SUN MICROSYSTEMS, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

                                                    October 1,        June 30, 
                                                      1995              1995
                                                  ------------     ------------
                                                   (unaudited)
ASSETS

Current assets:
        Cash and cash equivalents ............     $   385,615      $   413,869
        Short-term investments ...............         363,541          814,151
        Accounts receivable, net .............         927,586        1,041,804
        Inventories ..........................         352,703          319,672
        Other current assets .................         387,837          344,868
                                                   -----------      -----------
             Total current assets ............       2,417,282        2,934,364

Property, plant and equipment, at cost .......       1,087,024        1,045,876
Accumulated depreciation and amortization ....        (645,475)        (616,871)
                                                   -----------      -----------
                                                       441,549          429,005
Other assets, net ............................         186,616          181,184
                                                   -----------      -----------
                                                   $ 3,045,447      $ 3,544,553
                                                   ===========      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
        Short-term borrowings ................     $    28,077      $    50,786
        Accounts payable .....................         329,340          303,995
        Accrued liabilities ..................         607,195          688,325
        Other current liabilities ............         247,995          287,676
                                                   -----------      -----------
             Total current liabilities .......       1,212,607        1,330,782

Long-term debt and other obligations .........          50,386           91,176
Stockholders' equity .........................       1,782,454        2,122,595
                                                   -----------      -----------
                                                   $ 3,045,447      $ 3,544,553
                                                   ===========      ===========
                            See accompanying notes.

                                       3


<PAGE>

                             SUN MICROSYSTEMS, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (unaudited)
                    (in thousands, except per share amounts)

                                                           Three Months Ended
                                                           ------------------
                                                       October 1,     October 2,
                                                          1995           1994
                                                       ----------     ----------

Net revenues .....................................     $1,485,278     $1,273,439

Cost and expenses:
        Cost of sales ............................        829,033        761,378
        Research and development .................        144,685        129,221
        Selling, general and administrative ......        398,616        329,022
                                                       ----------     ----------
             Total costs and expenses ............      1,372,334      1,219,621
                                                       ----------     ----------
Operating income .................................        112,944         53,818
Interest income, net .............................         11,609          2,692
                                                       ----------     ----------
Income before income taxes .......................        124,553         56,510
Provision for income taxes .......................         39,857         18,083
                                                       ----------     ----------
Net income .......................................     $   84,696     $   38,427
                                                       ==========     ==========
Net income per common
        and common-equivalent share ..............     $     0.85     $     0.40
                                                       ==========     ==========
Common and common-equivalent
        shares used in the calculation
        of net income per share ..................         99,662         95,667
                                                       ----------     ----------

                            See accompanying notes.

                                       4
<PAGE>

                             SUN MICROSYSTEMS, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)
                                 (in thousands)
                                                           Three Months Ended
                                                           ------------------
                                                       October 1,     October 2,
                                                          1995           1994
                                                       ----------     ----------
Cash flow from operating activities:
    Net income .....................................   $    84,696    $   38,427

    Adjustments to reconcile net income
       to operating cash flows:
            Depreciation, amortization
                    and other non-cash items .......       82,939        66,501
            Decrease in accounts receivable ........      114,218        13,627
            Increase in inventories ................      (33,031)      (44,518)
            Increase (decrease) in accounts payable        25,345       (92,908)
            Net  decrease in other current
                    and non-current assets .........      (39,544)       (5,766)
            Net increase (decrease) in other current
                    and non-current liabilities ....     (135,106)        3,387
                                                       ----------     ----------
Net cash (used by) provided from operating activities      99,517       (21,250)
                                                       ----------     ----------
Cash flow from investing activities:
    Acquisition of property, plant and equipment ...      (75,900)      (26,012)
    Acquisition of other assets ....................      (25,754)      (11,096)
    Acquisition of short-term investments ..........     (695,886)     (589,932)
    Maturities of short-term investments ...........    1,146,591       624,995
                                                       ----------     ----------
Net cash (used by) provided from investing activities     349,051        (2,045)
                                                       ----------     ----------
Cash flow from financing activities:
    Issuance of common stock .......................       25,982         9,344
    Acquisition of treasury stock ..................     (455,032)       (9,303)
    Proceeds from employee stock purchase plans ....       14,794        12,187
    Reduction of short-term borrowings, net ........      (22,709)      (10,627)
    Reduction of long-term
            borrowings and other ...................      (39,857)      (40,143)
                                                       ----------     ----------
Net cash used by financing activities ..............     (476,822)      (38,542)
                                                       ----------     ----------
Net decrease in cash and cash equivalents ..........   $  (28,254)   $  (61,837)
                                                       ==========    ==========
Supplemental disclosures of cash flow information:
    Cash paid during the period for:
    Interest .......................................   $    5,388    $    6,670
    Income taxes ...................................   $   64,454    $   21,137


                            See accompanying notes.
                                       5
<PAGE>

                             SUN MICROSYSTEMS, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


BASIS OF PRESENTATION

     The  consolidated   financial   statements  include  the  accounts  of  Sun
     Microsystems,   Inc.   ("Sun"  or  "the  Company")  and  its   wholly-owned
     subsidiaries.  Intercompany accounts and transactions have been eliminated.
     Certain  amounts  from  prior  years have been  reclassified  to conform to
     current year presentation.

     While the  quarterly  financial  information  furnished is  unaudited,  the
     financial  statements  included  in this  report  reflect  all  adjustments
     (consisting only of normal recurring  accruals) that the Company  considers
     necessary  for a fair  presentation  of the results of  operations  for the
     interim  periods  covered and of the financial  condition of the Company at
     the date of the interim balance sheet.  The results for interim periods are
     not  necessarily  indicative  of the  results  for  the  entire  year.  The
     information  included in this report should be read in conjunction with the
     Company's 1995 Annual Report to Stockholders.

INVENTORIES (in thousands)

                                            October 1, 1995      June 30, 1995
                                            ---------------      -------------
     Raw materials ....................          $203,478          $170,337
     Work in process ..................            43,704            32,356
     Finished goods ...................           105,521           116,979
                                                 --------          --------
                                                 $352,703          $319,672
                                                 ========          ========

INCOME TAXES

     The  Company  accounts  for  income  taxes  under the  liability  method of
     Statement of Financial  Accounting  Standards  No. 109. The  provision  for
     income taxes during the interim periods considers anticipated annual income
     before  taxes,  earnings of foreign  subsidiaries  permanently  invested in
     foreign operations, and other differences.

STOCK DIVIDEND

     On November 2, 1995 the Company  announced a  two-for-one  stock  dividend.
     Stockholders  of record as of the close of business  on  November  20, 1995
     will be  issued  one  additional  share of common  stock for each  share of
     common stock held. The amounts presented for October 1, 1995, June 30, 1995
     and October 2, 1994 do not reflect the stock dividend.


                                       6
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION

     The  following  table sets  forth  items  from the  Condensed  Consolidated
     Statements of Income as percentages of net revenues:

                                                           Three Months Ended
                                                           ------------------
                                                        October 1,    October 2,
                                                           1995          1994
                                                        ----------    ----------

     Net revenues .................................        100.0%      100.0%

     Cost of sales ................................         55.8        59.8
                                                           ------      ------
             Gross margin .........................         44.2        40.2

     Research and development .....................          9.7        10.1

     Selling, general and administrative ..........         26.8        25.9
                                                           ------      ------
     Operating income .............................          7.6         4.2

     Interest income, net .........................          0.8         0.2
                                                           ------      ------
     Income before income taxes ...................          8.4         4.4

     Provision for income taxes ...................          2.7         1.4
                                                           ------      ------
             Net income ...........................          5.7%        3.0%
                                                           ======      ======

RESULTS OF OPERATIONS

Net revenues

     Net  revenues  were $1.49  billion  for the first  quarter of fiscal  1996,
     representing  an  increase  of 16.6% over the  comparable  period of fiscal
     1995.  The  growth in  revenues  resulted  from  strong  demand  for richly
     configured  servers,  including the SPARCserver  1000, and memory,  storage
     options,  and  accessories  shipped  as part of system  sales and  separate
     orders.  Server unit  shipments  increased  over the  comparable  period in
     fiscal 1995, while desktop unit shipments  remained  relatively  unchanged.
     Revenues  from other Sun  businesses,  including  service,  aftermarketing,
     microprocessors, and software, in total increased significantly in absolute
     dollars as compared with the corresponding period of fiscal 1995.

     Domestic net  revenues and  international  net revenues  (including  United
     States exports)  increased by 16.6% and 16.7%,  respectively,  in the first
     quarter of fiscal 1996  compared  with the  corresponding  period of fiscal
     1995. Net revenues in Rest of World and Europe  increased  19.5% and 14.1%,
     respectively,  in the first  quarter  of fiscal  1996  over  fiscal  1995's
     comparable   period.   These  increases  are  due  primarily  to  continued
     strengthening  of the  markets  in  central  and  northern  Europe  and the
     expanding  client  server  markets  in  Asia.  International  net  revenues
     represented  49.1% and 48.9% of total net revenues in the first  quarter of
     fiscal 1996 and fiscal 1995, respectively.

                                       7


<PAGE>

     Compared  with the first  quarter of the prior fiscal year,  the dollar has
     weakened  against  most major  European  currencies  as well as against the
     Japanese  yen.  Management  has  estimated  that the net impact of currency
     fluctuations on operating  results,  while slightly  favorable,  it was not
     significant in the first quarter of fiscal 1996.


Gross margin

     Gross margin was 44.2% for the first quarter of fiscal 1996,  compared with
     40.2% for the  corresponding  period of fiscal 1995.  The increase in gross
     margin  reflects the effects of  increased  revenue  generated  from richly
     configured,  higher margin servers, memory storage options and accessories,
     and increased revenues from Sun's service and support operations.

     The factors described above resulted in a favorable impact on gross margin.
     As  part  of  the  planned   introduction  of  the  UltraSPARC   family  of
     next-generation  processors  based on a 64-bit  architecture  (referred  to
     hereafter as  UltraSPARC) in the second quarter of fiscal 1996, the Company
     plans to reduce  prices on  certain  products  in its  current  line.  Such
     repricing actions will result in downward  pressure on gross margin.  Sun's
     future  operating  results  will be  adversely  affected  if the Company is
     unable to mitigate this margin  pressure by  maintaining a favorable mix of
     system,  software,  service,  and other revenues and by achieving component
     cost reductions and operating efficiencies.

Research and development

     Research and  development  (R&D)  expenses were $144.7 million in the first
     quarter of fiscal 1996, compared with $129.2 million for the same period of
     fiscal 1995. As a percentage of net revenues, R&D expenses decreased to 9.7
     percent for the first  quarter of fiscal  1996,  from 10.1  percent for the
     corresponding  period of fiscal 1995. The decrease as a percent of revenues
     is primarily due to the increase in revenues in the first quarter of fiscal
     1996 over the comparable period of fiscal 1995.  Slightly more than a third
     of the dollar  increase  for the first three months of fiscal 1996 over the
     comparable  period of fiscal 1995 reflects  increases in  compensation as a
     result of increased staffing. The remaining increase in absolute dollars is
     due to  Sun's  development  of  UltraSPARC  and  the  Company's  continuing
     emphasis  on  technological  advancement  for both  hardware  and  software
     products,  as  well  as  microprocessor   technologies.   To  maintain  its
     competitive  position in the industry,  the Company  expects to continue to
     invest significant  resources in new hardware,  software and microprocessor
     product development, as well as in enhancements to existing products.

Selling, general and administrative

     Selling,  general and administrative (SG&A) expenses were $398.6 million in
     the first quarter of fiscal 1996, an increase of $69.6  million,  or 21.2%,
     from the  corresponding  period  of fiscal  1995.  As a  percentage  of net
     revenues,  SG&A expenses increased to 26.8% for the first quarter of fiscal
     1996 from 25.8% for the comparable period of fiscal 1995. Approximately one
     third of the dollar increase reflects  increases in marketing costs related
     to new product introductions and other promotional programs.  The remaining
     increase  reflects  continued  growth in field  sales,  service and support
     organizations  as well costs  incurred  in  connection  with the  Company's
     ongoing efforts to improve business  processes and cycle times. The Company
     expects to  continue to invest in efforts to achieve  additional  operating
     efficiencies   through   continual   review  and  improvement  of  business
     processes.  In addition,  the Company expects to continue to hire personnel
     to drive its demand creation programs and service and support operations.

Interest income, net

     Net interest income was $11.6 million for the first quarter of fiscal 1996,
     compared  with $2.7  million  for the first  quarter  of fiscal  1995.  The
     increase is  primarily  the result of higher  interest  earned on increased
     average  cash and  investment  balances  as well as interest  savings  from
     scheduled debt repayments.

                                       8

<PAGE>
Income taxes

     The  Company's  effective  income  tax rate for the first  quarter  of both
     fiscal 1996 and 1995 was 32%.

FUTURE OPERATING RESULTS

     The future operating results discussed below represent specific risks which
     could impact the  Company's  financial  condition and results over the next
     few quarters. This information below should be read in conjunction with the
     Company's 1995 Annual Report to Stockholders.

     The  introductions  of  Sun's  enhanced  systems  based  on the  UltraSPARC
     processors  are planned to begin in the second quarter of this fiscal year.
     Future  operating  results  will  depend  to a  considerable  extent on the
     Company's  ability to closely  manage this  planned  product  introduction.
     These new UltraSPARC  products  include  advanced  components  manufactured
     internally  and by  third  party  suppliers.  The  manufacture  and  timely
     delivery of the  Company's  UltraSPARC  products  depends on the ability of
     certain  suppliers  to  manufacture  and  deliver  advanced  components  in
     sufficient quantity and quality to build theses products.  Furthermore,  in
     order to secure  components for production  and  introduction  of these new
     products,  the  Company  frequently  makes  advanced  payments  to  certain
     suppliers and often enters into  noncancelable  purchase  commitments  with
     vendors with respect to the purchase of components.  Due to the variability
     of material requirement  specifications  during development and production,
     the  Company  must  closely  manage  material   purchase   commitments  and
     respective  delivery  schedules.  The  inability  of the  Company to secure
     enough  components  to  build  the  new  products  in  the  quantities  and
     configurations required or to produce, test and deliver sufficient products
     to meet  demand  in a  timely  manner,  and any  delays  in  production  or
     variability  of  customer  demand in light of the  Company's  noncancelable
     purchase  commitments would adversely affect the Company's net revenues and
     operating results.

     The introduction of the UltraSPARC  products requires that the Company must
     rapidly  bring  such  products  to volume  manufacturing,  a  process  that
     requires   accurate   forecasting   of  volumes,   mix  of   products   and
     configurations,  among other things in order to achieve  acceptable  yields
     and costs.  The Company must manage the  transition  from older,  displaced
     products to minimize  disruptions  in customer  ordering  patterns,  reduce
     levels of older product inventory,  and ensure that adequate volumes of the
     new products can be delivered to meet customer  demand.  The ability of the
     Company to match supply and demand is further  complicated by the Company's
     pricing actions taken with respect to its older products.  As a result, the
     Company's  operating results could be adversely  affected if the Company is
     not  able to  correctly  anticipate  the  level  of  demand  and the mix of
     products.

     Generally,  the  computer  systems  sold  by Sun,  such  as the  UltraSPARC
     products,  are the result of both hardware and software  development,  such
     that  delays in the  software  development  can delay  the  ability  of the
     Company to ship new  hardware  products.  In  addition,  adoption  of a new
     release  of an  operating  system  may  require  effort  on the part of the
     customer  and  porting by software  vendors  providing  applications.  As a
     result,   the  timing  of   conversion  to  a  new  release  is  inherently
     unpredictable.  Moreover,  delays by customers in adoption of a new release
     of an operating  system can limit the  acceptability  of hardware  products
     tied to that  release.  Such  delays  could  adversely  affect  the  future
     operating  results  of the  Company.  Sun's  systems  based  on  UltraSPARC
     processors  operate using the Company's  recently  released  version of its
     operating system,  Solaris 2.5. In attempts to minimize the  aforementioned
     risks,  the Company has expended  significant  effort toward making Solaris
     2.5 binary  compatible with the applications  currently  running on Solaris
     2.x,  so  customers  should not need to port these  applications  to run on
     UltraSPARC-based   systems.   The  Company's  operating  results  would  be
     adversely  affected if Solaris 2.5 does not achieve market  acceptance on a
     timely basis.

     The Company's  customer order backlog at October 1, 1995 was  approximately
     $287  million,  a  decrease  of $36  million  from  the  backlog  level  of
     approximately  $323  million  at June  30,  1995  due in  part to  customer
     anticipation  of the  introduction  of  UltraSPARC-based  systems.  Backlog
     includes  only orders for which a delivery  schedule  within six months has
     been specified by the customer.  Backlog  levels vary with demand,  product
     availability  and the  Company's  delivery  lead  times and are  subject to
     decreases as a result of customer order delays,  changes or  cancellations.
     As such,  backlog levels are not necessarily a reliable indicator of future
     operating results.
                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     Total  assets at October 1, 1995  decreased by  approximately  $499 million
     from June 30, 1995, due principally to decreases in cash, cash  equivalents
     and short-term  investments  ($479 million) and accounts  receivable  ($114
     million) offset by increases in inventories ($33 million) and other current
     assets ($43 million).  Cash and short-term  investments decreased primarily
     due to the  repurchase  of 8.6  million  shares  of  common  stock for $455
     million and due to  scheduled  debt  repayments.  The  decrease in accounts
     receivable  reflects  the seasonal  decrease in  revenues.  The increase in
     inventories  reflects a  build-up  of supply to meet  anticipated  customer
     demand for new  products to be  introduced  in the second  fiscal  quarter.
     Other current assets  increased  principally  due to the timing of payments
     for income and other taxes.

     Total liabilities decreased  approximately $159 million from June 30, 1995,
     due  principally to decreases in accrued  liabilities  ($81  million),  and
     long-term debt and other  obligations  ($41 million).  Accrued  liabilities
     decreased due to payments of performance based  compensation,  commissions,
     and income  taxes.  Long-term  debt and other  obligations  decreased  as a
     result of scheduled debt repayments.

     At October 1, 1995, the Company's primary sources of liquidity consisted of
     cash,  cash  equivalents  and short-term  investments of $749 million and a
     revolving credit facility with banks  aggregating  $150 million,  which was
     available  subject  to  compliance  with  certain  covenants.  The  Company
     believes  that the  liquidity  provided  by  existing  cash and  short-term
     investment balances and the borrowing  arrangements described above will be
     sufficient to meet the Company's capital  requirements through fiscal 1996.
     However,  the  Company  believes  the  level of  financial  resources  is a
     significant  competitive  factor in its industry and may choose at any time
     to raise additional capital through debt or equity financings to strengthen
     its  financial  position,  facilitate  growth and provide the Company  with
     additional flexibility to take advantage of business opportunities that may
     arise.





                                       10
<PAGE>

                          PART II - OTHER INFORMATION

ITEM 5 - OTHER INFORMATION

     SCHEDULE OF SALES BY EXECUTIVE OFFICERS DURING THE QUARTER

     The  following is a summary of all sales of the  Company's  Common Stock by
     the Company's  executive  officers and directors who are subject to Section
     16 of the  Securities  Exchange Act of 1934, as amended,  during the fiscal
     quarter ended October 1, 1995:


     OFFICER             DATE            PRICE           NUMBER OF
                                                         SHARES SOLD
     =================================================================
     Kenneth Alvares     8/14/95         $50.4375        1,000
                         8/15/95         $52.625         1,000
                         8/16/95         $55.50          1,000
                         8/16/95         $57.00          1,000
                         8/22/95         $56.4375        1,000
                         8/22/95         $54.8125        2,000
                         8/23/95         $60.1875        1,750

     Patrick Deagman     8/14/95         $50.74          2,000
                         8/14/95         $50.74            900
                         8/14/95         $50.74          6,000
                         8/14/95         $50.74            800
                         8/14/95         $50.74          3,000

     Larry Hambly        8/14/95         $50.00          5,000
                         8/14/95         $51.00          4,000
                         8/15/95         $53.00          8,000
                         8/16/95         $54.25          4,000
                         8/16/95         $57.0625        2,500
                         8/18/95         $56.375         5,000
                         8/18/95         $56.625         5,000
                         8/23/95         $60.625        12,000
                         8/31/95         $57.00         12,000

     *William Hearst     8/16/95         $56.00          1,250
                         8/16/95         $56.00          2,500
                         8/16/95         $56.00          3,750
                         8/16/95         $56.00          5,000



                                       11


<PAGE>

     OFFICER             DATE            PRICE           NUMBER OF
                                                         SHARES SOLD
     =================================================================
     Masood Jabbar       8/15/95         $52.88          5,000

     *Jon Kannegaard     8/14/95         $51.25          1,500
                         8/14/95         $51.25          1,600
                         8/14/95         $51.25          1,600

     Michael Lehman      8/11/95         $48.00          4,000
                         8/17/95         $56.75          2,000
                         8/17/95         $56.75          1,500

     *William Marr       8/8/95          $45.4375          363
                         8/8/95          $45.4375        3,000
                         8/8/95          $45.4375        2,400
                         8/14/95         $50.00          8,871
                         8/14/95         $48.50         10,000
                         8/14/95         $49.00         10,000
                         8/14/95         $49.88         10,000

     Michael Morris      8/17/95         $56.815         3,200
                         8/17/95         $56.815         6,000

     Frank Pinto         8/14/95         $50.19          1,500
                         8/23/95         $59.94          2,000

     George Reyes        8/10/95         $48.00          2,000

     Janpieter Scheerder 8/17/95         $56.565         1,000
                         8/17/95         $56.565         3,600

     Eric Schmidt        8/14/95         $50.125         5,000
                         8/17/95         $56.50          7,500
                         8/18/95         $56.75          5,000
                         8/23/95         $60.75          7,500
                         8/25/95         $58.125         5,000
                         8/30/95         $55.125         5,000
     
     John Shoemaker      8/21/95         $56.875         3,200
                         8/21/95         $56.875           363


                                       12
<PAGE>

     OFFICER             DATE            PRICE           NUMBER OF
                                                         SHARES SOLD
     =================================================================
     Dorothy Terrell     8/10/95         $49.9375        1,000
                         8/11/95         $48.00          1,000
                         8/14/95         $50.4375        2,000
                         8/15/95         $52.3125        1,000
                         8/16/95         $55.50          1,000
                         8/16/95         $57.00          1,000
                         8/22/95         $54.8125        1,750
                         8/22/95         $56.4375        2,000
                         8/23/95         $60.625         1,400
                         8/23/95         $58.9375        1,000
                         8/31/95         $57.9375        3,000

     Kevin Walsh         8/31/95         $57.625         2,400
                         8/31/95         $57.625         1,600

     Edward Zander       8/16/95         $56.0625        6,478
                         8/23/95         $60.75         10,000




* A former Section 16 Officer or Director of Sun Microsystems, Inc.





                                       13

<PAGE>

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     a) EXHIBITS

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

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

          11.0      Statement re: Computation of Earnings Per Share

          27.0      Financial data schedule for the period ended October 1, 1995

          -------
          (1)   Incorporated  by  reference  to Exhibit 4 filed as an exhibit to
                Registrant's Form 8A/A Amendment No. 4 to Registration Statement
                on Form 8-A filed on November 17, 1994.

          (2)   Incorporated  by  reference  to Exhibit 5 filed as an exhibit to
                Registrant's Form 8A/A Amendment No. 5 to Registration Statement
                on Form 8-A filed on November 7, 1995.


     b) REPORTS ON FORM 8-K

          No reports on Form 8-K  were filed during the quarter ended October 1,
     1995.





                                       14


<PAGE>

                                   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. Lehman
                                      ------------------------------------------
                                      Michael E. Lehman
                                      Vice President and Chief Financial Officer






                                      /s/     George Reyes
                                      ------------------------------------------
                                      George Reyes
                                      Vice President and Corporate Controller,
                                      Chief Accounting Officer



Dated:   November 14, 1995

                                       15

<PAGE>

                               EXHIBITS TO REPORT
                               ------------------
                                  ON FORM 10-Q
                                  ------------
                 FOR THE QUARTERLY PERIOD ENDED OCTOBER 1, 1995
                 ----------------------------------------------