<PAGE>

        As filed with the Securities and Exchange Commission on June 28, 1996
                                                   Registration No. 333-
                                                                    -----------

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

                        SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C. 20549

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

                                SYMANTEC CORPORATION
               (Exact name of registrant as specified in its charter)

                     DELAWARE                        77-0181864
         (State or other jurisdiction of         (I.R.S. employer 
          incorporation or organization)         identification no.)
                  
                                 10201 TORRE AVENUE
                            CUPERTINO, CALIFORNIA  95014
                      (Address of principal executive offices)


                             1996 EQUITY INCENTIVE PLAN
                              (Full title of the plan)


                                 DEREK P. WITTE, ESQ.
                                 SYMANTEC CORPORATION
                                  10201 TORRE AVENUE
                             CUPERTINO, CALIFORNIA  95014
                                     (408) 253-9600
              (Name, address and telephone number of agent for service)

                                       COPIES TO:

                                Jeffery L. Donovan, Esq.
                                   Fenwick & West LLP
                                  Two Palo Alto Square
                               Palo Alto, California  94306

                              CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                                 Amount         Proposed Maximum     Proposed Maximum
   Title of Securities to        to be         Offering Price Per   Aggregate Offering        Amount of    
       be Registered           Registered            Share                Price           Registration Fee 
- -----------------------------------------------------------------------------------------------------------
<S>                          <C>                <C>                  <C>                  <C>
Common Stock, $0.01 
 par value ................   2,741,573 (1)          $11.75 (2)      $32,213,482.75 (2)          $11,109
</TABLE>

(1) Shares registered  pursuant to this Registration Statement available for 
    issuance under the 1996 Equity Incentive Plan.
(2) Estimated pursuant to Rule 457(c) based  on the closing sale price of
    the issuer's Common Stock on the Nasdaq National Market on  June 25, 1996,
    solely for the purpose of calculating the amount of the registration fee.  

       This  Registration Statement, including exhibits, consists of ____  
sequentially  numbered pages. The Index to Exhibits appears on sequentially
numbered page ___ .


<PAGE>

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents  filed with the Securities and  Exchange Commission
(the "Commission") are incorporated herein by reference:

     (a)  The Registrant's latest annual report filed pursuant  to Section 13(a)
          or  15(d) of  the Securities  Exchange  Act of  1934, as  amended (the
          "Exchange  Act"), or  the  latest prospectus  filed  pursuant to  Rule
          424(b) under the Securities  Act of 1933, as amended  (the "Securities
          Act"), that contains audited consolidated financial statements for the
          Registrant's latest  fiscal year for  which such statements  have been
          filed.

     (b)  All other  reports filed  pursuant to  Section 13(a) or  15(d) of  the
          Exchange Act  since the end of  the fiscal year covered  by the annual
          report or the prospectus referred to in (a) above.

     (c)  The description  of the  Registrant's Common  Stock  contained in  the
          Registrant's registration statement  filed with  the Commission  under
          Section  12 of  the Exchange  Act, including  any amendment  or report
          filed for the purpose of updating such description.

          All  documents  subsequently  filed  by  the  Registrant  pursuant  to
     Sections  13(a), 13(c),  14 and  15(d) of  the Exchange  Act, prior  to the
     filing  of a post-effective  amendment which indicates  that all securities
     registered hereby have been  sold or which deregisters all  securities then
     remaining unsold, shall be  deemed incorporated by reference herein  and to
     be a part hereof from the date of the filing of such documents.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    As to named experts, Item 5 is inapplicable.
    
EXPERTS.
    
    The consolidated financial statements of Symantec Corporation appearing in
Symantec Corporation's Annual Report on Form 10-K for the year ended March 31,
1996 have been audited by Ernst & Young LLP, Independent Auditors, to the extent
indicated in their report thereon included therein, and incorporated herein by
reference.  Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.  
    
    The consolidated financial statements of Delrina Corporation ("Delrina")
included in the Joint Proxy Statement originally filed on August 18, 1995, and
incorporated by reference herein, have been audited by Price Waterhouse,
Independent Auditors, as set forth in their report incorporated by reference
herein.  The financial statements of Delrina referred to above are incorporated
by reference herein in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing. 

                                      -2-

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach or
alleged breach of their duty of care.  The Registrant also maintains a limited
amount of director and officer insurance.  In addition, as permitted by Section
145 of the Delaware General Corporation Law, the Bylaws of the Registrant
provide that:  (i) the Registrant is required to indemnify its directors,
officers and employees, and persons serving in such capacities in other business
enterprises (including, for example, subsidiaries of the Registrant) at the
Registrant's request, to the fullest extent permitted by Delaware law, including
those circumstances in which indemnification would otherwise be discretionary;
(ii) the Registrant is required to advance expenses, as incurred, to such
directors, officers and employees in connection with defending a proceeding
(except that it is not required to advance expenses to a person against whom the
Registrant brings a claim for breach of the duty of loyalty, failure to act in
good faith, intentional misconduct, knowing violation of law or deriving an
improper personal benefit); (iii) the rights conferred in the Bylaws are not
exclusive and the Registrant is authorized to enter into indemnification
agreements with such directors, officers and employees; (iv) the Registrant is
required to maintain director and officer liability insurance to the extent
reasonably available; and (v) the Registrant may not retroactively amend the
Bylaw provisions in a way that is adverse to such directors, officers and
employees.

     The Registrant's policy is to enter into indemnity agreements with each of
its directors and officers that provide the maximum indemnity allowed to
directors by Section 145 of the Delaware General Corporation Law and the Bylaws,
as well as certain additional procedural protections.  In addition, the
indemnity agreements provide that directors will be indemnified to the fullest
possible extent not prohibited by law against all expenses (including attorney's
fees) and settlement amounts paid or incurred by them in any action or
proceeding, including any derivative action by or in the right of the
Registrant, on account of their services as directors or officers of the
Registrant or as directors or officers of any other company or enterprise when
they are serving in such capacities at the request of the Registrant.  No
indemnity will be provided, however, to any director or officer on account of
conduct that is adjudicated to be knowingly fraudulent, deliberately dishonest
or willful misconduct.  The indemnity agreements also provide that no
indemnification will be available if a final court adjudication determines that
such indemnification is not lawful, or in respect of any accounting of profits
made from the purchase or sale of securities of the Registrant in violation of
Section 16(b) of the Exchange Act.

     The indemnification provision in the Bylaws, and the indemnity agreements
entered into between the Registrant and its directors and officers, may be
sufficiently broad to permit indemnification of the Registrant's directors and
officers for liabilities arising under the Securities Act.



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


                                    -3-
<PAGE>

ITEM 8.  EXHIBITS.

        4.01   The Registrant's 1996 Equity Incentive Plan.

        4.02   The Registrant's Restated Certificate of Incorporation
               (incorporated by reference to Annex G filed with the 
               Registrant's Joint Management Information Circular and 
               Proxy Statement (No. 000-17781) dated October 17, 1995).

        4.03   The Registrant's Bylaws, as currently in effect (incorporated by
               reference to Exhibit 3.02 of the Registrant's Registration 
               Statement on Form S-1 (File No. 33-28655) originally filed on 
               May 19, 1989, and Amendment No. 1 thereto, filed June 21, 1989, 
               which Registration Statement became effective June 22, 1989).

        5.01   Opinion of Fenwick & West LLP.

       23.01   Consent of Fenwick & West LLP (included in Exhibit 5.01).

       23.02   Consent of Ernst & Young LLP, Independent Auditors.

       23.03   Consent of Price Waterhouse, Independent Auditors.

       24.01   Power of Attorney (see page 6).

ITEM 9.  UNDERTAKINGS.

     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:

       (i)   To include any prospectus required by Section 10(a)(3) of the
Securities Act;

      (ii)   To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;

     (iii)   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;

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

                                      -4-

<PAGE>

     (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 that remain unsold at the
termination of the offering.

     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.

     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 discussed in Item 6 
hereof, or otherwise, the Registrant has been advised that in the 
opinion of the 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 incurred or paid 
by a director, officer or controlling person 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 
hereby, 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.

                     [The remainder of this page has been 
                         intentionally left blank]





                                      -5-

<PAGE>

                                 POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that each individual and corporation 
whose signature appears below constitutes and appoints Robert R. B. 
Dykes,  his true and lawful attorney-in-fact and agent with full power 
of substitution, for him and his name, place and stead, in any and all 
capacities, to sign any and all amendments (including post-effective 
amendments) to this Registration Statement on Form S-8, and to file the 
same with all exhibits thereto and all documents in connection 
therewith, with the Securities and Exchange Commission, granting unto 
said attorney-in-fact and agent, full power and authority to do and 
perform each and every act and thing requisite and necessary to be done 
in and about the premises, as fully to all intents and purposes as he 
might or could do in person, hereby ratifying and confirming all that 
said attorney-in-fact and agent, or his substitute, may lawfully do or 
cause to be done by virtue hereof.

                                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 the city of Cupertino, State of California, on the 26th day of
June, 1996.

                              SYMANTEC CORPORATION


                              By:  /s/ Robert R. B. Dykes    
                                   --------------------------------------
                                   Robert R. B. Dykes
                                   Executive Vice President/World-Wide
                                   Operations and Chief Financial Officer

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

       SIGNATURE                   TITLE                          DATE       
- ---------------------------    -------------                 ----------------

CHIEF EXECUTIVE OFFICER:

/s/ Gordon E. Eubanks, Jr.     President, Chief Executive    June 26, 1996
- --------------------------     Officer and Director
Gordon E. Eubanks, Jr.      


                                      -6-

<PAGE>

       SIGNATURE                   TITLE                          DATE       
- ---------------------------    -------------                 ----------------

CHIEF FINANCIAL OFFICER:


/s/ Robert R. B. Dykes      Executive Vice President/        June 26, 1996
- --------------------------  World-Wide Operations and 
Robert R. B. Dykes          Chief Financial Officer


CHIEF ACCOUNTING
OFFICER:

/s/ Howard A. Bain III      Vice President/Finance and       June 26, 1996
- -------------------------   Chief Accounting Officer
Howard A. Bain III          


ADDITIONAL DIRECTORS:


- -------------------------   Chairman of the Board            June __, 1996
Carl D. Carman


/s/ Charles M. Boesenberg   Director                         June 26, 1996
- -------------------------
Charles M. Boesenberg


/s/ Walter W. Bregman       Director                         June 26, 1996
- -------------------------
Walter W. Bregman


/s/ Robert S. Miller        Director                         June 26, 1996
- -------------------------
Robert S. Miller


- -------------------------   Director                         June __, 1996
Leslie L. Vadasz

                                      -7-

<PAGE>

                                 Exhibit Index
                                 -------------

Document                                                   Page
- --------                                                   ----

4.01     The Registrant's 1996 Equity Incentive Plan.

4.02     The  Registrant's  Restated   Certificate  of
         Incorporation  (incorporated  by reference  to
         Annex  G filed  with  the  Registrant's  Joint
         Management  Information   Circular  and  Proxy
         Statement  (No.  000-17781) dated  October 17,
         1995).

4.03     The  Registrant's  Bylaws,  as   currently  in
         effect (incorporated by  reference to  Exhibit
         3.02   of    the   Registrant's   Registration
         Statement  on  Form  S-1 (File  No.  33-28655)
         originally   filed  on   May  19,   1989,  and
         Amendment No.  1 thereto filed June  21, 1989,
         which Registration  Statement became effective
         June 22, 1989).

5.01     Opinion of Fenwick & West LLP.

23.01    Consent of Fenwick & West  LLP (included  in
         Exhibit 5.01).

23.02    Consent of Ernst &  Young  LLP,  Independent
         Auditors.

23.03    Consent of  Price Waterhouse, Independent
         Auditors.

24.01    Power of Attorney (see page 6).
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 19335}]
{"company-data": {"conformed-name": "SYMANTEC CORP", "cik": "0000849399", "assigned-sic": "7372", "irs-number": "770181864", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07223", "film-number": "96588703"}, "business-address": {"street1": "10201 TORRE AVE", "city": "CUPERTINO", "state": "CA", "zip": "95014", "phone": "4082539600"}, "mail-address": {"street2": "10201 TORRE AVENUE", "city": "CUPERTINO", "state": "CA", "zip": "95014"}}
As filed with the Securities and Exchange Commission on June 28, 1996
                                                   Registration No. 333-
                                                                    -----------

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

                        SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C. 20549

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

                                SYMANTEC CORPORATION
               (Exact name of registrant as specified in its charter)

                     DELAWARE                        77-0181864
         (State or other jurisdiction of         (I.R.S. employer 
          incorporation or organization)         identification no.)
                  
                                 10201 TORRE AVENUE
                            CUPERTINO, CALIFORNIA  95014
                      (Address of principal executive offices)

                             1996 EQUITY INCENTIVE PLAN
                              (Full title of the plan)

                                 DEREK P. WITTE, ESQ.
                                 SYMANTEC CORPORATION
                                  10201 TORRE AVENUE
                             CUPERTINO, CALIFORNIA  95014
                                     (408) 253-9600
              (Name, address and telephone number of agent for service)

                                       COPIES TO:

                                Jeffery L. Donovan, Esq.
                                   Fenwick & West LLP
                                  Two Palo Alto Square
                               Palo Alto, California  94306

                              CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
                                 Amount         Proposed Maximum     Proposed Maximum
   Title of Securities to        to be         Offering Price Per   Aggregate Offering        Amount of    
       be Registered           Registered            Share                Price           Registration Fee 
- -----------------------------------------------------------------------------------------------------------
Common Stock, $0.01 
 par value ................   2,741,573 (1)          $11.75 (2)      $32,213,482.75 (2)          $11,109
(1) Shares registered  pursuant to this Registration Statement available for 
    issuance under the 1996 Equity Incentive Plan.
(2) Estimated pursuant to Rule 457(c) based  on the closing sale price of
    the issuer's Common Stock on the Nasdaq National Market on  June 25, 1996,
    solely for the purpose of calculating the amount of the registration fee.  

       This  Registration Statement, including exhibits, consists of ____  
sequentially  numbered pages. The Index to Exhibits appears on sequentially
numbered page ___ .
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents  filed with the Securities and  Exchange Commission
(the "Commission") are incorporated herein by reference:

     (a)  The Registrant's latest annual report filed pursuant  to Section 13(a)
          or  15(d) of  the Securities  Exchange  Act of  1934, as  amended (the
          "Exchange  Act"), or  the  latest prospectus  filed  pursuant to  Rule
          424(b) under the Securities  Act of 1933, as amended  (the "Securities
          Act"), that contains audited consolidated financial statements for the
          Registrant's latest  fiscal year for  which such statements  have been
          filed.

     (b)  All other  reports filed  pursuant to  Section 13(a) or  15(d) of  the
          Exchange Act  since the end of  the fiscal year covered  by the annual
          report or the prospectus referred to in (a) above.

     (c)  The description  of the  Registrant's Common  Stock  contained in  the
          Registrant's registration statement  filed with  the Commission  under
          Section  12 of  the Exchange  Act, including  any amendment  or report
          filed for the purpose of updating such description.

          All  documents  subsequently  filed  by  the  Registrant  pursuant  to
     Sections  13(a), 13(c),  14 and  15(d) of  the Exchange  Act, prior  to the
     filing  of a post-effective  amendment which indicates  that all securities
     registered hereby have been  sold or which deregisters all  securities then
     remaining unsold, shall be  deemed incorporated by reference herein  and to
     be a part hereof from the date of the filing of such documents.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    As to named experts, Item 5 is inapplicable.
    
EXPERTS.
    
    The consolidated financial statements of Symantec Corporation appearing in
Symantec Corporation's Annual Report on Form 10-K for the year ended March 31,
1996 have been audited by Ernst & Young LLP, Independent Auditors, to the extent
indicated in their report thereon included therein, and incorporated herein by
reference.  Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.  
    
    The consolidated financial statements of Delrina Corporation ("Delrina")
included in the Joint Proxy Statement originally filed on August 18, 1995, and
incorporated by reference herein, have been audited by Price Waterhouse,
Independent Auditors, as set forth in their report incorporated by reference
herein.  The financial statements of Delrina referred to above are incorporated
by reference herein in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing. 

                                      -2-
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      As permitted by Section 145 of the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation includes a provision that eliminates
the personal liability of its directors for monetary damages for breach or
alleged breach of their duty of care.  The Registrant also maintains a limited
amount of director and officer insurance.  In addition, as permitted by Section
145 of the Delaware General Corporation Law, the Bylaws of the Registrant
provide that:  (i) the Registrant is required to indemnify its directors,
officers and employees, and persons serving in such capacities in other business
enterprises (including, for example, subsidiaries of the Registrant) at the
Registrant's request, to the fullest extent permitted by Delaware law, including
those circumstances in which indemnification would otherwise be discretionary;
(ii) the Registrant is required to advance expenses, as incurred, to such
directors, officers and employees in connection with defending a proceeding
(except that it is not required to advance expenses to a person against whom the
Registrant brings a claim for breach of the duty of loyalty, failure to act in
good faith, intentional misconduct, knowing violation of law or deriving an
improper personal benefit); (iii) the rights conferred in the Bylaws are not
exclusive and the Registrant is authorized to enter into indemnification
agreements with such directors, officers and employees; (iv) the Registrant is
required to maintain director and officer liability insurance to the extent
reasonably available; and (v) the Registrant may not retroactively amend the
Bylaw provisions in a way that is adverse to such directors, officers and
employees.

     The Registrant's policy is to enter into indemnity agreements with each of
its directors and officers that provide the maximum indemnity allowed to
directors by Section 145 of the Delaware General Corporation Law and the Bylaws,
as well as certain additional procedural protections.  In addition, the
indemnity agreements provide that directors will be indemnified to the fullest
possible extent not prohibited by law against all expenses (including attorney's
fees) and settlement amounts paid or incurred by them in any action or
proceeding, including any derivative action by or in the right of the
Registrant, on account of their services as directors or officers of the
Registrant or as directors or officers of any other company or enterprise when
they are serving in such capacities at the request of the Registrant.  No
indemnity will be provided, however, to any director or officer on account of
conduct that is adjudicated to be knowingly fraudulent, deliberately dishonest
or willful misconduct.  The indemnity agreements also provide that no
indemnification will be available if a final court adjudication determines that
such indemnification is not lawful, or in respect of any accounting of profits
made from the purchase or sale of securities of the Registrant in violation of
Section 16(b) of the Exchange Act.

     The indemnification provision in the Bylaws, and the indemnity agreements
entered into between the Registrant and its directors and officers, may be
sufficiently broad to permit indemnification of the Registrant's directors and
officers for liabilities arising under the Securities Act.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                    -3-
ITEM 8.  EXHIBITS.

        4.01   The Registrant's 1996 Equity Incentive Plan.

        4.02   The Registrant's Restated Certificate of Incorporation
               (incorporated by reference to Annex G filed with the 
               Registrant's Joint Management Information Circular and 
               Proxy Statement (No. 000-17781) dated October 17, 1995).

        4.03   The Registrant's Bylaws, as currently in effect (incorporated by
               reference to Exhibit 3.02 of the Registrant's Registration 
               Statement on Form S-1 (File No. 33-28655) originally filed on 
               May 19, 1989, and Amendment No. 1 thereto, filed June 21, 1989, 
               which Registration Statement became effective June 22, 1989).

        5.01   Opinion of Fenwick & West LLP.

       23.01   Consent of Fenwick & West LLP (included in Exhibit 5.01).

       23.02   Consent of Ernst & Young LLP, Independent Auditors.

       23.03   Consent of Price Waterhouse, Independent Auditors.

       24.01   Power of Attorney (see page 6).

ITEM 9.  UNDERTAKINGS.

     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:

       (i)   To include any prospectus required by Section 10(a)(3) of the
Securities Act;

      (ii)   To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;

     (iii)   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;

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

                                      -4-
(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 that remain unsold at the
termination of the offering.

     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.

     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 discussed in Item 6 
hereof, or otherwise, the Registrant has been advised that in the 
opinion of the 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 incurred or paid 
by a director, officer or controlling person 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 
hereby, 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.

                     [The remainder of this page has been 
                         intentionally left blank]

                                      -5-
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual and corporation 
whose signature appears below constitutes and appoints Robert R. B. 
Dykes,  his true and lawful attorney-in-fact and agent with full power 
of substitution, for him and his name, place and stead, in any and all 
capacities, to sign any and all amendments (including post-effective 
amendments) to this Registration Statement on Form S-8, and to file the 
same with all exhibits thereto and all documents in connection 
therewith, with the Securities and Exchange Commission, granting unto 
said attorney-in-fact and agent, full power and authority to do and 
perform each and every act and thing requisite and necessary to be done 
in and about the premises, as fully to all intents and purposes as he 
might or could do in person, hereby ratifying and confirming all that 
said attorney-in-fact and agent, or his substitute, may lawfully do or 
cause to be done by virtue hereof.

                                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 the city of Cupertino, State of California, on the 26th day of
June, 1996.

                              SYMANTEC CORPORATION

                              By:  /s/ Robert R. B. Dykes    
                                   --------------------------------------
                                   Robert R. B. Dykes
                                   Executive Vice President/World-Wide
                                   Operations and Chief Financial Officer

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

       SIGNATURE                   TITLE                          DATE       
- ---------------------------    -------------                 ----------------

CHIEF EXECUTIVE OFFICER:

/s/ Gordon E. Eubanks, Jr.     President, Chief Executive    June 26, 1996
- --------------------------     Officer and Director
Gordon E. Eubanks, Jr.      

                                      -6-
SIGNATURE                   TITLE                          DATE       
- ---------------------------    -------------                 ----------------

CHIEF FINANCIAL OFFICER:

/s/ Robert R. B. Dykes      Executive Vice President/        June 26, 1996
- --------------------------  World-Wide Operations and 
Robert R. B. Dykes          Chief Financial Officer

CHIEF ACCOUNTING
OFFICER:

/s/ Howard A. Bain III      Vice President/Finance and       June 26, 1996
- -------------------------   Chief Accounting Officer
Howard A. Bain III          

ADDITIONAL DIRECTORS:

- -------------------------   Chairman of the Board            June __, 1996
Carl D. Carman

/s/ Charles M. Boesenberg   Director                         June 26, 1996
- -------------------------
Charles M. Boesenberg

/s/ Walter W. Bregman       Director                         June 26, 1996
- -------------------------
Walter W. Bregman

/s/ Robert S. Miller        Director                         June 26, 1996
- -------------------------
Robert S. Miller

- -------------------------   Director                         June __, 1996
Leslie L. Vadasz

                                      -7-
Exhibit Index
                                 -------------

Document                                                   Page
- --------                                                   ----

4.01     The Registrant's 1996 Equity Incentive Plan.

4.02     The  Registrant's  Restated   Certificate  of
         Incorporation  (incorporated  by reference  to
         Annex  G filed  with  the  Registrant's  Joint
         Management  Information   Circular  and  Proxy
         Statement  (No.  000-17781) dated  October 17,
         1995).

4.03     The  Registrant's  Bylaws,  as   currently  in
         effect (incorporated by  reference to  Exhibit
         3.02   of    the   Registrant's   Registration
         Statement  on  Form  S-1 (File  No.  33-28655)
         originally   filed  on   May  19,   1989,  and
         Amendment No.  1 thereto filed June  21, 1989,
         which Registration  Statement became effective
         June 22, 1989).

5.01     Opinion of Fenwick & West LLP.

23.01    Consent of Fenwick & West  LLP (included  in
         Exhibit 5.01).

23.02    Consent of Ernst &  Young  LLP,  Independent
         Auditors.

23.03    Consent of  Price Waterhouse, Independent
         Auditors.

24.01    Power of Attorney (see page 6).