<PAGE>   1
           As filed with the Securities and Exchange Commission on May ___, 1996
                                                    Registration No. 333-_______

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                                  NOVELL, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                     87-0393339
   (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                    Identification Number)

                            1555 NORTH TECHNOLOGY WAY
                                 OREM, UT 84057
                        (Address, including zip code, of
                    Registrant's principal executive offices)


                          NOVELL, INC. 1991 STOCK PLAN
                            (FULL TITLE OF THE PLAN)

                             DAVID R. BRADFORD, ESQ.
                         SENIOR VICE PRESIDENT, GENERAL
                         COUNSEL AND CORPORATE SECRETARY
                                  NOVELL, INC.
                            1555 NORTH TECHNOLOGY WAY
                                 OREM, UT 84057
                                 (801) 222-6000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                                   COPIES TO:
                               Tor R. Braham, Esq.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94304
                                 (415) 493-9300

================================================================================

<PAGE>   2
                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
====================================================================================================================
                                                              Proposed
                Title of                      Amount          Maximum           Proposed Maximum          Amount of
              Securities to                   To Be        Offering Price          Aggregate            Registration
              Be Registered                 Registered       Per Share           Offering Price              Fee
- --------------------------------------------------------------------------------------------------------------------
<S>                                        <C>               <C>                 <C>                   <C>         
Common Stock, $0.10 par value

   Upon exercise of options under                                                                                   
   Novell, Inc. 1991 Stock Plan            31,591,818(1)       $14.75(2)         $465,979,316(2)       $160,682.52

====================================================================================================================
</TABLE>

(1)    The remaining 18,683,398 shares reserved for issuance under the Novell,
       Inc. 1991 Stock Plan were registered under the Registration Statement on
       Form S-8 (File No. 33-48395) filed with the Commission on June 5, 1992.
       Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
       prospectus relating hereto also relates to shares registered under such
       Form S-8 Registration Statement.

(2)    Estimated solely for the purpose of calculating the amount of the
       registration fee, pursuant to Rule 457(c), on the basis of the average of
       the high and low sale prices reported in the Nasdaq National Market
       System on May 29, 1996, which average was $14.75.

<PAGE>   3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):

1.       The description of the Registrant's Common Stock contained in the
         Registrant's Registration Statement on Form 8-A dated April 3, 1985,
         and the description of the Registrant's Preferred Shares Rights Plan
         and the Series A Junior Participating Preferred Shares issuable
         thereunder contained in the Registration Statement on Form 8-A dated
         December 12, 1988, filed pursuant to Section 12 of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act"), including any
         amendment or report filed for the purpose of updating such
         descriptions.

2.       The Registrant's Annual Report on Form 10-K for the year ended October
         28, 1995, filed pursuant to Section 13(a) of the Exchange Act.

3.       The Registrant's Quarterly Report on Form 10-Q for the quarter ended
         January 27, 1996, filed pursuant to Section 13 of the Exchange Act.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration
Statement and prior to the filing of a post-effective amendment indicating that
all securities offered have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

ITEM 4.       DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Counsel for the Registrant, Wilson Sonsini Goodrich & Rosati,
Professional Corporation, 650 Page Mill Road, Palo Alto, California 94304, has
rendered an opinion to the effect that the Common Stock offered hereby will,
when issued in accordance with the Registrant's 1991 Stock Plan, be legally and
validly issued, fully paid and nonassessable. Larry W. Sonsini, a member of such
law firm, is a director of the Registrant and owns 6,600 shares of Registrant's
Common Stock plus options to purchase an additional 55,000 shares of
Registrant's Common Stock.

                                      II-1

<PAGE>   4
ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act"). Further, in accordance with the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation eliminates the liability of a director
of the Registrant to the Registrant and its stockholders for monetary damages
for breaches of such director's fiduciary duty of care in certain instances.
Article VII of the Bylaws of the Registrant provides for indemnification of
certain agents to the maximum extent permitted by the Delaware General
Corporation Law. Persons covered by this indemnification provision include any
current or former directors, officers, employees and other agents of the
Registrant, as well as persons who serve at the request of the Registrant as
directors, officers, employees or agents of another enterprise.

         In addition, the Registrant has entered into contractual agreements
with certain directors and officers of the Registrant designated by the Board to
indemnify such individuals to the full extent permitted by law. These agreements
also resolve certain procedural and substantive matters that are not covered, or
are covered in less detail, in the Bylaws or by the Delaware General Corporation
Law.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      II-2

<PAGE>   5
ITEM 8.       EXHIBITS.

<TABLE>
<CAPTION>
 Number                        Document
- --------          ----------------------------------

<S>               <C>                
  4.1             Novell, Inc. 1991 Stock Plan  and forms of agreement currently used thereunder.

  5.1             Opinion of Wilson Sonsini Goodrich & Rosati with respect to the securities being registered.

 23.1             Consent of Independent Auditors (Ernst & Young LLP) (see page II-7).

 23.2             Consent of Independent Auditors (Price Waterhouse LLP) (see page II-8).

 23.3             Consent of Counsel (contained in Exhibit 5.1).

 24.1             Power of Attorney (See page II-6).
</TABLE>

- -----------------------------


ITEM 9.       UNDERTAKINGS.

         (a)  The undersigned registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

              (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (h)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 hereof, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses

                                      II-3


<PAGE>   6
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-4

<PAGE>   7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in San Jose, California on May 29, 1996.

                                       NOVELL, INC.


                                       By:  /s/ Robert J. Frankenberg
                                            -------------------------------
                                            Robert J. Frankenberg
                                            Chairman of the Board, President,
                                            Chief Executive Officer and Director

                                      II-5



<PAGE>   8
                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert J. Frankenberg and David R.
Bradford, jointly and severally, his or her attorneys-in-fact, each with the
power of substitution, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorney-in-fact, or his substitute or substitutes, may do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
            SIGNATURE                                TITLE                                   DATE              
- ----------------------------------      ---------------------------------------          ------------
                                       
<S>                                     <C>                                              <C> 
/s/ Robert J. Frankenberg               Chairman of the Board, President,                May 29, 1996
- ----------------------------------      Chief Executive Officer and Director 
Robert J. Frankenberg                   (Principal Executive Officer)        
                                        
                                       
/s/ James R. Tolonen                    Executive Vice President and Chief               May 29, 1996
- ----------------------------------      Financial Officer (Principal Financial
James R. Tolonen                        Officer)                              
                                        
                                       
/s/ Stephen C. Wise                     Senior Vice President, Finance                   May 29, 1996
- ----------------------------------      (Chief Accounting Officer)
Stephen C. Wise                         
                                       
/s/ Alan C. Ashton                      Director                                         May 29, 1996
- ----------------------------------                                        
Alan C. Ashton                         
                                       
/s/ Elaine R. Bond                      Director                                         May 29, 1996
- ----------------------------------                                        
Elaine R. Bond                         
                                       
/s/ Hans-Werner Hector                  Director                                         May 29, 1996
- ----------------------------------                                        
Hans-Werner Hector                     
                                       
/s/ Jack L. Messman                     Director                                         May 29, 1996
- ----------------------------------                                        
Jack L. Messman                        
                                       
                                        Director                                         
- ----------------------------------                                        
Larry W. Sonsini                       
                                       
/s/ Ian R. Wilson                       Director                                         May 29, 1996
- ----------------------------------                                        
Ian R. Wilson                          
                                       
/s/ John A. Young                       Director                                         May 29, 1996
- ----------------------------------                                        
John A. Young                          
</TABLE>
                                    
                                      II-6


<PAGE>   9
                                                                    EXHIBIT 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

         We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1991 Stock Plan of Novell, Inc. of our
report dated December 12, 1995, with respect to the consolidated financial
statements of Novell, Inc. incorporated by reference in the Annual Report (Form
10-K) for the year ended October 28, 1995 and the related financial statement
schedule included therein, filed with the Securities and Exchange Commission.

                                                      ERNST & YOUNG LLP

San Jose, California
May 29, 1996

                                      II-7

<PAGE>   10
                                                                    EXHIBIT 23.2

                         CONSENT OF PRICE WATERHOUSE LLP

         We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 of Novell, Inc. of
our report dated March 22, 1994 appearing on page 17 of the Form 10-K for the
year ended October 28, 1995.

                                                    PRICE WATERHOUSE LLP

Salt Lake City, Utah
May 30, 1996

                                      II-8

<PAGE>   11
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
  Exhibit                                                                      
  Number                                            Description
- -----------      ---------------------------------------------------------------------------------
<S>              <C>                          
    4.1          Novell, Inc. 1991 Stock Plan and forms of agreement currently used thereunder.
               
    5.1          Opinion of Wilson Sonsini Goodrich & Rosati with respect to the securities being
                 registered.
               
   23.1          Consent of Independent Auditors (Ernst & Young LLP) (see page II-7).
               
   23.2          Consent of Independent Auditors (Price Waterhouse LLP) (see page II-8).
               
   23.3          Consent of Counsel (contained in Exhibit 5.1).
                 
   24.1          Power of Attorney (See page II-6).
</TABLE>
                 
- ---------------------
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 AS FILED ON MAY 30, 1996", "secsgml_size_bytes": 19328}]
{"company-data": {"conformed-name": "NOVELL INC", "cik": "0000758004", "assigned-sic": "7373", "irs-number": "870393339", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04775", "film-number": "96574611"}, "business-address": {"street1": "122 EAST 1700 SOUTH", "city": "PROVO", "state": "UT", "zip": "84606", "phone": "8014297000"}, "mail-address": {"street1": "122 E. 1700 S.", "city": "PROVO", "state": "UT", "zip": "84606"}}
1
           As filed with the Securities and Exchange Commission on May ___, 1996
                                                    Registration No. 333-_______

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  NOVELL, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                     87-0393339
   (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                    Identification Number)

                            1555 NORTH TECHNOLOGY WAY
                                 OREM, UT 84057
                        (Address, including zip code, of
                    Registrant's principal executive offices)

                          NOVELL, INC. 1991 STOCK PLAN
                            (FULL TITLE OF THE PLAN)

                             DAVID R. BRADFORD, ESQ.
                         SENIOR VICE PRESIDENT, GENERAL
                         COUNSEL AND CORPORATE SECRETARY
                                  NOVELL, INC.
                            1555 NORTH TECHNOLOGY WAY
                                 OREM, UT 84057
                                 (801) 222-6000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   COPIES TO:
                               Tor R. Braham, Esq.
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94304
                                 (415) 493-9300

================================================================================
2
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                              Proposed
                Title of                      Amount          Maximum           Proposed Maximum          Amount of
              Securities to                   To Be        Offering Price          Aggregate            Registration
              Be Registered                 Registered       Per Share           Offering Price              Fee
- --------------------------------------------------------------------------------------------------------------------
Common Stock, $0.10 par value

   Upon exercise of options under                                                                                   
   Novell, Inc. 1991 Stock Plan            31,591,818(1)       $14.75(2)         $465,979,316(2)       $160,682.52

====================================================================================================================
(1)    The remaining 18,683,398 shares reserved for issuance under the Novell,
       Inc. 1991 Stock Plan were registered under the Registration Statement on
       Form S-8 (File No. 33-48395) filed with the Commission on June 5, 1992.
       Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
       prospectus relating hereto also relates to shares registered under such
       Form S-8 Registration Statement.

(2)    Estimated solely for the purpose of calculating the amount of the
       registration fee, pursuant to Rule 457(c), on the basis of the average of
       the high and low sale prices reported in the Nasdaq National Market
       System on May 29, 1996, which average was $14.75.
3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

         There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission"):

1.       The description of the Registrant's Common Stock contained in the
         Registrant's Registration Statement on Form 8-A dated April 3, 1985,
         and the description of the Registrant's Preferred Shares Rights Plan
         and the Series A Junior Participating Preferred Shares issuable
         thereunder contained in the Registration Statement on Form 8-A dated
         December 12, 1988, filed pursuant to Section 12 of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act"), including any
         amendment or report filed for the purpose of updating such
         descriptions.

2.       The Registrant's Annual Report on Form 10-K for the year ended October
         28, 1995, filed pursuant to Section 13(a) of the Exchange Act.

3.       The Registrant's Quarterly Report on Form 10-Q for the quarter ended
         January 27, 1996, filed pursuant to Section 13 of the Exchange Act.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration
Statement and prior to the filing of a post-effective amendment indicating that
all securities offered have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

ITEM 4.       DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Counsel for the Registrant, Wilson Sonsini Goodrich & Rosati,
Professional Corporation, 650 Page Mill Road, Palo Alto, California 94304, has
rendered an opinion to the effect that the Common Stock offered hereby will,
when issued in accordance with the Registrant's 1991 Stock Plan, be legally and
validly issued, fully paid and nonassessable. Larry W. Sonsini, a member of such
law firm, is a director of the Registrant and owns 6,600 shares of Registrant's
Common Stock plus options to purchase an additional 55,000 shares of
Registrant's Common Stock.

                                      II-1
4
ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act"). Further, in accordance with the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation eliminates the liability of a director
of the Registrant to the Registrant and its stockholders for monetary damages
for breaches of such director's fiduciary duty of care in certain instances.
Article VII of the Bylaws of the Registrant provides for indemnification of
certain agents to the maximum extent permitted by the Delaware General
Corporation Law. Persons covered by this indemnification provision include any
current or former directors, officers, employees and other agents of the
Registrant, as well as persons who serve at the request of the Registrant as
directors, officers, employees or agents of another enterprise.

         In addition, the Registrant has entered into contractual agreements
with certain directors and officers of the Registrant designated by the Board to
indemnify such individuals to the full extent permitted by law. These agreements
also resolve certain procedural and substantive matters that are not covered, or
are covered in less detail, in the Bylaws or by the Delaware General Corporation
Law.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      II-2
5
ITEM 8.       EXHIBITS.
Number                        Document
- --------          ----------------------------------
4.1             Novell, Inc. 1991 Stock Plan  and forms of agreement currently used thereunder.

  5.1             Opinion of Wilson Sonsini Goodrich & Rosati with respect to the securities being registered.

 23.1             Consent of Independent Auditors (Ernst & Young LLP) (see page II-7).

 23.2             Consent of Independent Auditors (Price Waterhouse LLP) (see page II-8).

 23.3             Consent of Counsel (contained in Exhibit 5.1).

 24.1             Power of Attorney (See page II-6).
- -----------------------------

ITEM 9.       UNDERTAKINGS.

         (a)  The undersigned registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

              (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (h)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 hereof, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses

                                      II-3
6
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-4
7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in San Jose, California on May 29, 1996.

                                       NOVELL, INC.

                                       By:  /s/ Robert J. Frankenberg
                                            -------------------------------
                                            Robert J. Frankenberg
                                            Chairman of the Board, President,
                                            Chief Executive Officer and Director

                                      II-5
8
                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert J. Frankenberg and David R.
Bradford, jointly and severally, his or her attorneys-in-fact, each with the
power of substitution, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorney-in-fact, or his substitute or substitutes, may do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                TITLE                                   DATE              
- ----------------------------------      ---------------------------------------          ------------
/s/ Robert J. Frankenberg               Chairman of the Board, President,                May 29, 1996
- ----------------------------------      Chief Executive Officer and Director 
Robert J. Frankenberg                   (Principal Executive Officer)        
                                        
                                       
/s/ James R. Tolonen                    Executive Vice President and Chief               May 29, 1996
- ----------------------------------      Financial Officer (Principal Financial
James R. Tolonen                        Officer)                              
                                        
                                       
/s/ Stephen C. Wise                     Senior Vice President, Finance                   May 29, 1996
- ----------------------------------      (Chief Accounting Officer)
Stephen C. Wise                         
                                       
/s/ Alan C. Ashton                      Director                                         May 29, 1996
- ----------------------------------                                        
Alan C. Ashton                         
                                       
/s/ Elaine R. Bond                      Director                                         May 29, 1996
- ----------------------------------                                        
Elaine R. Bond                         
                                       
/s/ Hans-Werner Hector                  Director                                         May 29, 1996
- ----------------------------------                                        
Hans-Werner Hector                     
                                       
/s/ Jack L. Messman                     Director                                         May 29, 1996
- ----------------------------------                                        
Jack L. Messman                        
                                       
                                        Director                                         
- ----------------------------------                                        
Larry W. Sonsini                       
                                       
/s/ Ian R. Wilson                       Director                                         May 29, 1996
- ----------------------------------                                        
Ian R. Wilson                          
                                       
/s/ John A. Young                       Director                                         May 29, 1996
- ----------------------------------                                        
John A. Young
II-6
9
                                                                    EXHIBIT 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

         We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1991 Stock Plan of Novell, Inc. of our
report dated December 12, 1995, with respect to the consolidated financial
statements of Novell, Inc. incorporated by reference in the Annual Report (Form
10-K) for the year ended October 28, 1995 and the related financial statement
schedule included therein, filed with the Securities and Exchange Commission.

                                                      ERNST & YOUNG LLP

San Jose, California
May 29, 1996

                                      II-7
10
                                                                    EXHIBIT 23.2

                         CONSENT OF PRICE WATERHOUSE LLP

         We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 of Novell, Inc. of
our report dated March 22, 1994 appearing on page 17 of the Form 10-K for the
year ended October 28, 1995.

                                                    PRICE WATERHOUSE LLP

Salt Lake City, Utah
May 30, 1996

                                      II-8
11
                                INDEX TO EXHIBITS
Exhibit                                                                      
  Number                                            Description
- -----------      ---------------------------------------------------------------------------------
4.1          Novell, Inc. 1991 Stock Plan and forms of agreement currently used thereunder.
               
    5.1          Opinion of Wilson Sonsini Goodrich & Rosati with respect to the securities being
                 registered.
               
   23.1          Consent of Independent Auditors (Ernst & Young LLP) (see page II-7).
               
   23.2          Consent of Independent Auditors (Price Waterhouse LLP) (see page II-8).
               
   23.3          Consent of Counsel (contained in Exhibit 5.1).
                 
   24.1          Power of Attorney (See page II-6).
- ---------------------