10-Q/A

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

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

Exhibit Number	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

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
	Chief Financial Officer and Executive Vice President, Corporate Resources (Principal Financial Officer)
BY:	/s/ V. Kalyani Chatterjee
	V. Kalyani Chatterjee
	Chief Accounting Officer (Principal Accounting Officer)

Dated: February 11, 2008

INDEX TO EXHIBTS

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

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Jonathan I. Schwartz, certify that:

1. I have reviewed this Amendment No. 1 to quarterly report on Form 10-Q/A of Sun Microsystems, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: February 11, 2008

/s/ JONATHAN I. SCHWARTZ

Jonathan I. Schwartz

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Michael E. Lehman, certify that:

1. I have reviewed this Amendment No. 1 to quarterly report on Form 10-Q/A of Sun Microsystems, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: February 11, 2008

/s/ MICHAEL E. LEHMAN

Michael E. Lehman

Chief Financial Officer