8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2005

Sun Microsystems, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-15086	94-2805249
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4150 Network Circle Santa Clara, California	95054-1778
(Address of Principal Executive Offices)	(Zip Code)

(650) 960-1300

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On October 26, 2005, Stephen T. McGowan notified Sun Microsystems, Inc. of his intention to retire from his position as Chief Financial Officer and Executive Vice President, Corporate Resources at the end of fiscal year 2006.

A copy of a press release issued on October 27, 2005 announcing Mr. McGowan’s intention to retire is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

The following exhibit is filed herewith:

Exhibit Number	Description
99.1	Text of press release issued by Sun Microsystems, Inc., dated October 27, 2005, titled “Sun Microsystems Announces Retirement of Chief Financial Officer Steve McGowan at the End of Fiscal 2006; Company Launches Immediate Search for Successor.”

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 hereunto duly authorized.

Date: October 28, 2005

SUN MICROSYSTEMS, INC.
By:	/s/    Michael A. Dillon
	Michael A. Dillon
	Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Sun Microsystems Announces Retirement of Chief Financial Officer Steve McGowan at the End of Fiscal 2006; Company Launches Immediate Search for Successor

SANTA CLARA, CALIF. - October 27, 2005 - Sun Microsystems, Inc. (NASDAQ:SUNW) today announced that Steve McGowan, Sun’s chief financial officer (CFO) and executive vice president (EVP) of corporate resources, will retire at the end of fiscal 2006. The company has launched an immediate search to replace McGowan.

“It has been a privilege to work at Sun for the past 14 years and I am proud of the highly capable Finance, Legal, IT and Global Business Services team we have created,” said McGowan. “I am 100 percent committed to working with Sun’s senior management and board of directors to ensure a smooth transition.”

“It’s been an honor to work side-by-side with Steve over the past several years and I am enormously thankful for his many contributions,” said Scott McNealy, chairman and chief executive officer, Sun Microsystems. “While I am very sad to see truly one of the finest CFOs in the industry depart, I am excited for Steve as he begins a new chapter in his life and have the highest degree of confidence in the world-class Finance, Legal, IT and Global Business Services organizations he leaves behind.”

A 14-year Sun veteran, Steve has more than 30 years of finance experience in the computer industry. Prior to taking the role of CFO and EVP of corporate resources, he served as vice president of finance, planning & administration for Sun’s Global Sales Operations organization. In this position, Steve was responsible for the fiduciary and planning functions for the Global Sales Operations organization worldwide, managing finance, IT, workplace resources, leasing, and Sun’s demand and supply functions.

About Sun Microsystems, Inc.

A singular vision—“The Network Is The Computer”—guides Sun in the development of technologies that power the world’s most important markets. Sun’s philosophy of sharing innovation and building communities is at the forefront of the next wave of computing: the Participation Age. Sun can be found in more than 100 countries and on the Web at http://sun.com.

Sun, Sun Microsystems, the Sun logo, Solaris, Java, N1 and The Network Is The Computer are trademarks or registered trademarks of Sun Microsystems, Inc. in the United States and other countries.