<PAGE>

As filed with the Securities and Exchange Commission on December 20, 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)

                SYMANTEC CORPORATION EMPLOYEE STOCK PURCHASE 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>
---------------------------------------------------------------------------------------------------------
Title of Securities to be         Amount       Proposed Maximum       Proposed Maximum        Amount of 
      Registered                   to be      Offering Price Per     Aggregate Offering    Registration Fee
                                Registered       Share (1)               Price (1)    
---------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>                    <C>                   <C>
Common Stock, $0.01 par value   1,400,000 (2)      $14.125               $19,775,000            $5,993

</TABLE>

(1)  Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), based on the average of the high and low
     prices of the Registrant's Common Stock as reported by the Nasdaq National
     Market on December 17, 1996, solely for the purpose of calculating the
     amount of the registration fee. 
(2)  Shares registered pursuant to this Registration Statement that are
     available for issuance under the Symantec Corporation Employee Stock
     Purchase Plan.  Pursuant to Rule 429 promulgated under the Securities Act,
     the prospectuses relating to this Registration Statement also relate to
     Form S-8 Registration Nos. 33-88694, 33-70558, 33-64507, 33-54396, 33-
     44203, 33-37066 and 33-32065.  A total of 2,000,000 shares issuable under
     the Symantec Corporation Employee Stock Purchase Plan have previously been
     registered under the Securities Act.

<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 Symantec Corporation Employee Stock Purchase 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 19th day of 
December, 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     December 19, 1996
----------------------------   Officer and Director
Gordon E. Eubanks, Jr.      


                                    -6-

<PAGE>

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

CHIEF FINANCIAL OFFICER:

/s/ Robert R. B. Dykes         Executive Vice President/      December 19, 1996
----------------------------   World-Wide Operations and  
Robert R. B. Dykes             Chief Financial Officer


CHIEF ACCOUNTING
OFFICER:

/s/ Howard A. Bain III         Vice President/Finance and     December 19, 1996
----------------------------   Chief Accounting Officer
Howard A. Bain III       

ADDITIONAL DIRECTORS:

/s/ Carl D. Carman             Chairman of the Board          December 19, 1996
----------------------------   
Carl D. Carman


/s/ Charles M. Boesenberg      Director                       December 19, 1996
----------------------------   
Charles M. Boesenberg


/s/ Walter W. Bregman          Director                       December 19, 1996
----------------------------   
Walter W. Bregman


/s/ Robert S. Miller           Director                       December 19, 1996
----------------------------   
Robert S. Miller




                                  -7-

<PAGE>

                                  EXHIBIT INDEX

Document
--------

  4.01    Symantec Corporation Employee Stock Purchase 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": 19223}]
{"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": "333-18355", "film-number": "96683828"}, "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 December 20, 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)

                SYMANTEC CORPORATION EMPLOYEE STOCK PURCHASE 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
---------------------------------------------------------------------------------------------------------
Title of Securities to be         Amount       Proposed Maximum       Proposed Maximum        Amount of 
      Registered                   to be      Offering Price Per     Aggregate Offering    Registration Fee
                                Registered       Share (1)               Price (1)    
---------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value   1,400,000 (2)      $14.125               $19,775,000            $5,993
(1)  Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), based on the average of the high and low
     prices of the Registrant's Common Stock as reported by the Nasdaq National
     Market on December 17, 1996, solely for the purpose of calculating the
     amount of the registration fee. 
(2)  Shares registered pursuant to this Registration Statement that are
     available for issuance under the Symantec Corporation Employee Stock
     Purchase Plan.  Pursuant to Rule 429 promulgated under the Securities Act,
     the prospectuses relating to this Registration Statement also relate to
     Form S-8 Registration Nos. 33-88694, 33-70558, 33-64507, 33-54396, 33-
     44203, 33-37066 and 33-32065.  A total of 2,000,000 shares issuable under
     the Symantec Corporation Employee Stock Purchase Plan have previously been
     registered under the Securities Act.
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 Symantec Corporation Employee Stock Purchase 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 19th day of 
December, 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     December 19, 1996
----------------------------   Officer and Director
Gordon E. Eubanks, Jr.      

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

CHIEF FINANCIAL OFFICER:

/s/ Robert R. B. Dykes         Executive Vice President/      December 19, 1996
----------------------------   World-Wide Operations and  
Robert R. B. Dykes             Chief Financial Officer

CHIEF ACCOUNTING
OFFICER:

/s/ Howard A. Bain III         Vice President/Finance and     December 19, 1996
----------------------------   Chief Accounting Officer
Howard A. Bain III       

ADDITIONAL DIRECTORS:

/s/ Carl D. Carman             Chairman of the Board          December 19, 1996
----------------------------   
Carl D. Carman

/s/ Charles M. Boesenberg      Director                       December 19, 1996
----------------------------   
Charles M. Boesenberg

/s/ Walter W. Bregman          Director                       December 19, 1996
----------------------------   
Walter W. Bregman

/s/ Robert S. Miller           Director                       December 19, 1996
----------------------------   
Robert S. Miller

                                  -7-
EXHIBIT INDEX

Document
--------

  4.01    Symantec Corporation Employee Stock Purchase 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).