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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1. Name and Address of Reporting Person * MacGowan William N   2. Issuer Name and Ticker or Trading Symbol SUN MICROSYSTEMS, INC. [SUNW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief HR Officer & EVP (Last) (First) (Middle) 4150 NETWORK CIRCLE 3. Date of Earliest Transaction (Month/Day/Year) 01/29/2007 (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 01/29/2007   F   16,341 D $ 6.33 245,882 (10) D

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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) (1)	$ 12.5313							(2)	04/20/2007	Common Stock	24,000		24,000	D
Employee Stock Option (Right to Buy) (1)	$ 17							(2)	08/11/2007	Common Stock	40,000		40,000	D
Employee Stock Option (Right to Buy) (1)	$ 40							(2)	04/12/2008	Common Stock	12,000		12,000	D
Employee Stock Option (Right to Buy) (1)	$ 45.0313							(2)	06/13/2008	Common Stock	24,000		24,000	D
Employee Stock Option (Right to Buy) (1)	$ 18.58							(2)	04/18/2009	Common Stock	15,000		15,000	D
Employee Stock Option (Right to Buy) (1)	$ 16.25							(2)	06/13/2009	Common Stock	5,000		5,000	D
Employee Stock Option (Right to Buy) (1)	$ 7.91							(2)	09/27/2009	Common Stock	18,000		18,000	D
Employee Stock Option (Right to Buy) (1)	$ 12.59							(2)	11/07/2009	Common Stock	30,000		30,000	D
Employee Stock Option (Right to Buy) (1)	$ 12.59							(2)	11/07/2009	Common Stock	30,000		30,000	D
Employee Stock Option (Right to Buy) (1)	$ 9.14							(2)	03/19/2010	Common Stock	200		200	D
Employee Stock Option (Right to Buy) (1)	$ 9.14							(2)	03/19/2010	Common Stock	15,000		15,000	D
Employee Stock Option (Right to Buy) (1)	$ 3.7							(3)	07/25/2010	Common Stock	40,000		40,000	D
Employee Stock Option (Right to Buy) (1)	$ 4.2							(4)	05/21/2011	Common Stock	30,000		30,000	D
Employee Stock Option (Right to Buy) (1)	$ 4.208							(5)	11/13/2011	Common Stock	40,000		40,000	D
Employee Stock Option (Right to Buy) (1)	$ 3.9							(6)	04/30/2012	Common Stock	300,000		300,000	D
Employee Stock Option (Right to Buy) (1)	$ 3.79							(7)	07/29/2012	Common Stock	100,000		100,000	D
Employee Stock Option (Right to Buy) (1)	$ 3.85							(8)	07/28/2013	Common Stock	300,000		300,000	D
Employee Stock Option (Right to Buy) (1)	$ 4.26							(9)	07/27/2016	Common Stock	400,000		400,000	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MacGowan William N 4150 NETWORK CIRCLE SANTA CLARA, CA 95054			Chief HR Officer & EVP

Signatures

/s/ William N. MacGowan		01/30/2007
**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 was granted under the Sun Microsystems, Inc. 1990 Long-Term Equity Incentive Plan.
(2)	Immediately.
(3)	This option vests and becomes exercisable in five equal annual installments of 8,000 shares beginning on July 25, 2003.
(4)	This option vests and becomes exercisable in five equal annual installments of 6,000 shares beginning on May 21, 2004.
(5)	This option vests and becomes exercisable in five equal annual installments of 8,000 shares beginning on November 13, 2004.
(6)	This option vests and becomes exercisable in five equal annual installments of 60,000 shares beginning on April 30, 2005.
(7)	This option vests and becomes exercisable in five equal annual installments of 20,000 shares beginning on July 29, 2005.
(8)	This option vests and becomes exercisable in five equal annual installments of 60,000 shares beginning on July 28, 2006.
(9)	This option vests and becomes exercisable in five equal annual installments of 80,000 shares beginning on July 27, 2007.
(10)	Includes 174,750 shares of unvested restricted stock.

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