Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DILLON MICHAEL A
   2. Issuer Name and Ticker or Trading Symbol
SUN MICROSYSTEMS, INC. [JAVA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, General Counsel & Sec.
(Last)
(First)
(Middle)
4150 NETWORK CIRCLE		 3. Date of Earliest Transaction (Month/Day/Year)
07/30/2008
(Street)

SANTA CLARA, CA 95054		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/30/2008   A(2)   12,375 A $ 0.0007 53,443 D  
Common Stock 07/30/2008   F(3)   1,107 D $ 10.63 52,336 D  
Common Stock 07/30/2008   A(4)   77,000 A $ 0.0007 129,336 (5) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 14.8               (1) 07/25/2010 Common Stock 12,500   12,500 D  
Employee Stock Option (Right to Buy) $ 16.8               (1) 05/21/2011 Common Stock 8,250   8,250 D  
Employee Stock Option (Right to Buy) $ 16.832               (1) 11/13/2011 Common Stock 6,500   6,500 D  
Employee Stock Option (Right to Buy) $ 15.6               (1) 04/30/2014 Common Stock 87,500   87,500 D  
Employee Stock Option (Right to Buy) $ 15.16               (1) 07/29/2014 Common Stock 25,000   25,000 D  
Employee Stock Option (Right to Buy) $ 15.4               (1) 07/28/2015 Common Stock 75,000   75,000 D  
Employee Stock Option (Right to Buy) $ 17.04               (1) 07/27/2016 Common Stock 100,000   100,000 D  
Employee Stock Option (Right to Buy) $ 20.4               (1) 07/31/2017 Common Stock 100,000   100,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DILLON MICHAEL A
4150 NETWORK CIRCLE
SANTA CLARA, CA 95054		       EVP, General Counsel & Sec.  

Signatures

 /s/ Craig D. Norris, Attorney-In-Fact   08/01/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This option vests and becomes exercisable in five equal annual installments beginning on the first anniversary of the date of grant.
(2) This restricted stock unit vests and becomes exercisable as to 25% on the Transaction Date and 25% on each of the second, third and fourth anniversaries of the date of grant.
(3) This represents the surrender of shares to the issuer upon vesting of time-based restricted stock units to satisfy tax withholding obligations.
(4) This restricted stock unit vests and becomes exercisable in four equal annual installments beginning on the first anniversary of the date of grant.
(5) This includes 2,063 shares of unvested restricted stock and 105,031 shares of unvested restricted stock units.
 
Remarks:
Exhibit List

Exhibit 24 - Power of Attorney

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