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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
BARKSDALE JAMES L
   2. Issuer Name and Ticker or Trading Symbol
SUN MICROSYSTEMS, INC. [SUNW] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
4150 NETWORK CIRCLE		 3. Date of Earliest Transaction (Month/Day/Year)
11/02/2006
(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               918,000 D  
Common Stock               6,400 I See footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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
Director Stock Option (Right to Buy) (2) $ 12.59               (3) 11/07/2006 Common Stock 10,000   10,000 D  
Director Stock Option (Right to Buy) (2) $ 3.4               (4) 11/07/2007 Common Stock 10,000   10,000 D  
Director Stock Option (Right to Buy) (2) $ 4.208               (5) 11/13/2008 Common Stock 10,000   10,000 D  
Director Stock Option (Right to Buy) (2) $ 4.6               (6) 11/10/2009 Common Stock 10,000   10,000 D  
Director Stock Option (Right to Buy) (2) $ 3.9               (7) 10/27/2010 Common Stock 10,000   10,000 D  
Director Stock Option (Right to Buy) (2) $ 5.33 11/02/2006   A   10,000     (8) 11/02/2011 Common Stock 10,000 $ 5.33 10,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BARKSDALE JAMES L
4150 NETWORK CIRCLE
SANTA CLARA, CA 95054		   X      

Signatures

 /s/ James L. Barksdale   11/02/2006
**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) Includes: (i) 2,400 shares held by a charitable remainder trust for which Mr. Barksdale serves as trustee; and (ii) 4,000 shares held by a limited partnership for which Mr. Barksdale serves as a general partner. Mr. Barksdale disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(2) This option was granted under Sun Microsystems, Inc. 1988 Directors' Stock Option Plan.
(3) This option originally vested in four equal annual installments of 2,500 shares beginning on November 7, 2002 or the date of Sun's 2002 Annual Meeting of Stockholders, whichever was earlier. Effective May 30, 2005, Sun accelerated the vesting schedules for all stock options outstanding as of that date with exercise prices of $6.00 or more, including this option.
(4) This option vests in four equal annual installments of 2,500 shares beginning on November 7, 2003 or the date of Sun's 2003 Annual Meeting of Stockholders, whichever is earlier.
(5) This option vests in four equal annual installments of 2,500 shares beginning on November 13, 2004 or the date of Sun's 2004 Annual Meeting of Stockholders, whichever is earlier.
(6) This option vests in four equal annual installments of 2,500 shares beginning on November 10, 2005 or the date of Sun's 2005 Annual Meeting of Stockholders, whichever is earlier.
(7) This option vests in four equal annual installments of 2,500 shares beginning on October 27, 2006 or the date of Sun's 2006 Annual Meeting of Stockholders, whichever is earlier.
(8) This option vests in four equal annual installments of 2,000 shares beginning on November 2, 2007 or the date of Sun's 2007 Annual Meeting of Stockholders, whichever is earlier.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.