UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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) March 8, 2005
(March 3, 2005)

STORAGE TECHNOLOGY CORPORATION
(Exact Name of Registrant As Specified In Its Charter)

Delaware 1-7534 84-0593263
(State or jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

One StorageTek Drive, Louisville, Colorado 80028-4309
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (303) 673-5151

Not applicable
(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:

o

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

o

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

o

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

o

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


Item 1.02 Termination of a Material Definitive Agreement.

On March 3, 2005, the Board of Directors of Storage Technology Corporation (“StorageTek”) terminated StorageTek’s Amended and Restated Stock Option Plan for Non-Employee Directors (the “Director Plan”), effective immediately, pursuant to Section 6.1 of the Director Plan. The Director Plan was a formula plan for initial and annual grants of stock options to non-employee directors. Stock options previously granted under the Director Plan are not affected by the termination. Future grants to non-employee directors will be made pursuant to the 2004 Long Term Incentive Plan or successor plans.






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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 8, 2005 Storage Technology Corporation


By: /s/ Thomas G. Arnold
——————————————
Vice President,
Corporate Controller




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