Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  PHELPS BARRY
 2. Date of Event Requiring Statement (Month/Day/Year)
11/11/2005		 3. Issuer Name and Ticker or Trading Symbol
SUN MICROSYSTEMS, INC. [SUNW]
(Last)
(First)
(Middle)
4150 NETWORK CIRCLE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP & Corporate Controller
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SANTA CLARA, CA 95054		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 34,769
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) (1)   (2) 11/06/2011 Common Stock 66,581 $ 4.92 D  
Employee Stock Option (Right to Buy) (1)   (2) 11/06/2011 Common Stock 49,317 $ 4.92 D  
Employee Stock Option (Right to Buy) (1)   (2) 05/13/2012 Common Stock 7,243 $ 2.6 D  
Employee Stock Option (Right to Buy) (1)   (3) 01/21/2015 Common Stock 113,491 $ 3.02 D  
Employee Stock Option (Right to Buy) (1)   (4) 01/21/2015 Common Stock 60,355 $ 3.02 D  
Employee Stock Option (Right to Buy) (5)   (6) 10/27/2013 Common Stock 50,000 $ 3.9 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PHELPS BARRY
4150 NETWORK CIRCLE
SANTA CLARA, CA 95054		       VP & Corporate Controller  

Signatures

/s/Barry J. Plaga 11/14/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Option granted under SeeBeyond Technology Corporation 1998 Stock Plan.
(2) Immediately.
(3) A total of 56,745 shares are fully vested and exercisable with the remaining 56,746 shares becoming exercisable as follows: (i) 14,186 shares on each of January 21, 2006 and January 21, 2007; and (ii) 14,187 shares on each of January 21, 2008 and January 21, 2009.
(4) A total of 30,177 shares are fully vested and exercisable with the remaining 30,178 shares becoming exercisable as follows: (i) 7,544 shares on each of January 21, 2006 and January 21, 2007; and (ii) 7,545 shares on each of January 21, 2008 and January 21, 2009.
(5) Option granted under Sun Microsystems, Inc. 1996 Equity Compensation Acquisition Plan.
(6) This option vests and becomes exercisable in five equal annual installments of 10,000 shares beginning on October 3, 2006.

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