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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(Print or Type Responses)

1. Name and Address of Reporting Person * ATKINS BETSY S   2. Issuer Name and Ticker or Trading Symbol SUNPOWER CORP [SPWR] 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) C/O SUNPOWER CORPORATION, 3939 NORTH FIRST STREET 3. Date of Earliest Transaction (Month/Day/Year) 08/09/2008 (Street) SAN JOSE, CA 95134 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 Class A Common Stock 08/09/2008   M   1,000 A $ 0 1,000 D   Class A Common Stock 08/11/2008(1)   M   100 A $ 56.2 1,100 D   Class A Common Stock 08/11/2008(1)   M   100 A $ 39.35 1,200 D   Class A Common Stock 08/11/2008(1)   M   500 A $ 9.5 1,700 D   Class A Common Stock 08/11/2008(1)   M   100 A $ 10.8 1,800 D   Class A Common Stock 08/11/2008(1)   S   100 D $ 73.06 1,700 D   Class A Common Stock 08/11/2008(1)   S   700 D $ 71.81 1,000 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Restricted Stock Units (2)

(3)

08/09/2008

M

1,000

(4)

(4)

Class A Common Stock

4,000

$ 0

3,000

D

Employee Stock Option (Right to Buy)

$ 9.5

08/11/2008

M

500

(1)(5)

10/07/2015

Class A Common Stock

500

$ 0

12,999

D

Employee Stock Optoin (Right to Buy)

$ 10.8

08/11/2008

M

100

(1)(6)

11/10/2015

Class A Common Stock

100

$ 0

2,699

D

Employee Stock Option (Right to Buy)

$ 39.35

08/11/2008

M

100

(1)(7)

05/05/2016

Class A Common Stock

100

$ 0

3,300

D

Employee Stock Option (Right to Buy)

$ 56.2

08/11/2008

M

100

(1)(8)

05/07/2017

Class A Common Stock

100

$ 0

4,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ATKINS BETSY S C/O SUNPOWER CORPORATION 3939 NORTH FIRST STREET SAN JOSE, CA 95134	X

Signatures

Donald T. Rozak, Jr., CP, as attorney-in-fact for Betsy S. Atkins		08/12/2008
**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)	The sales reported on this Form 4 was effected pursuant to a previously adopted rule 10b5-1 trading plan by the reporting person.
(2)	The restricted stock units were granted pursuant to the automatic annual granting provisions for independent directors under the Second Amended and Restated SunPower Corporation 2005 Stock Incentive Plan.
(3)	Each restricted stock unit represents a contingent right to receive one share of SunPower's class A common stock.
(4)	1/4th of the restricted stock units shall vest each quarter over one year ending on the anniversary of the grant date, which was 5/9/08.
(5)	The option becomes exercisable as to 20% of the shares on October 7, 2006 and becomes exercisable as to 1/60th of the shares monthly thereafter.
(6)	The option became exercisable as to 20% of the shares on November 10, 2006 and becomes exercisable as to 1/60th of the shares monthly thereafter.
(7)	The option becomes exercisable monthly over a five-year period beginning on the day which is one month after the date of grant, at a monthly rate of 1 2/3% of the total number of shares subject to such option.
(8)	The option becomes exercisable monthly over a five-year period beginning on the day which is one month after the date of grant, at a monthly rate of 1 2/3% of the total number of shares subject to such option.

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