As filed with the Securities and Exchange Commission on July 31, 1998
Registration No. 333-						

			    Form S-8

		SECURITIES AND EXCHANGE COMMISSION
		     WASHINGTON , D.C. 20549

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

			REGISTRATION STATEMENT 
				under
		     THE SECURITIES ACT OF 1933

CALIFORNIA	                         94-2404110
(State of other 			I.R.S. Employer
jurisdiction of 			Identification No.
Incorporation or
Organization	


			One Infinite Loop
		    Cupertino, California 95014
(Address, including zip code, of principal executive offices)


                        1997 Director Stock Option Plan
                       1997 Employee Stock Option Plan
                       1998 Executive Officer Stock Plan
                 Stock Option Grants to Edgar S. Woolard, Jr. 
                             and Gareth C.C. Chang
                            (Full title of the plan)

                            Michael C. Wyatt, Esq.
                           Associate General Counsel
                             Apple Computer, Inc.
                        One Infinite Loop, M/S 301-4CL
                          Cupertino, California 95014
                                (408) 996-1010
          (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

Copy to:

                                Tom Klein, Esq.
                      Wilson, Sonsini, Goodrich & Rosati
                              650 Page Mill Road
                              Palo Alto, CA 94304

                                       1
<PAGE>                                 

                       CALCULATION OF REGISTRATION FEE

 <TABLE>
<CAPTION>	
                                       Proposed
                                       Maximum       Proposed
                        Amount         Average       Maximum
                        To Be          Offering      Aggregate     Amount of
Title of Securities     Registered     Price Per     Offering      Registration
To Be Registered             (1)       Share (2)     Price (3)     Fee (3)
<S>                     <C>            <C>           <C>           <C>

Common Stock, 
no par value

--Newly reserved under    400,000      $33.8125      $13,525,000    $3,990
1997 Director Stock       shares
Option Plan

--Newly reserved under    5,000,000    $33.8125      $69,062,000    $49,873
1997 Employee Stock       shares
Option Plan

--Newly reserved under    9,400,000     $33.8125     $317,838,000   $93,762
1998 Executive Officer    shares
Stock Plan

--Newly reserved for      30,000       $33.8125      $1,014,000     $300
the option grants to      shares
Edgar S. Woolard, Jr. 
and Gareth C.C. Chang
</TABLE>	
	
(1)   Pursuant to Rule 429 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the prospectus relating to this Registration 
statement also relates to shares registered under Form S-8 Registration 
Statements Nos. 2-70449, 2-85095, 33-866, 33-23650, 33-31075,  33-47596, 
33-53895,  333-07437 and 333-23725. A total of 7,600,000 shares issuable 
under the 1998 Executive Officer Stock Plan and its predecessors, the 1990 
Stock Option Plan and the 1981 Stock Option Plan, have been previously  
registered under the Securities Act.

(2)   Estimated in accordance with Rule 457(h) solely for the purpose of 
calculating the filing fee on the basis of $33.8125 per share, which represents 
the average of the high and low prices of the Common Stock reported on the 
NASDAQ National Market for July 28, 1998.

(3)   Estimated pursuant to Rule 457 solely for purposes of calculating the 
registration fee.  Amount of the Registration Fee was calculated pursuant to 
Section 6(b) of the Securities Act of 1933, as amended, and was determined 
by multiplying the aggregate offering amount by .000295.
                                       2
<PAGE>                                 
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"):

  (a)  The Registrant's annual report on Form 10-K for the fiscal year ended 
September 26, 1997;

  (b)  The Registrant's quarterly report on Form 10-Q for the quarters ended 
December 26, 1997 and March 27, 1998;

  (c)  All other reports filed by the Registrant pursuant to Sections 13(a) 
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), since September 26, 1997; and

  (d)  The description of the Registrant's common stock and associated common 
stock purchase rights, contained in the Registrant's Registration Statements 
on Form 8-A filed with the Commission on October 30, 1981 and May 26, 1989, 
respectively, registering such shares and associated rights pursuant to 
Section 12 of the Exchange Act, including any amendment or report updating 
such descriptions.

         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 offered 
hereby have been sold or which deregisters all securities then remaining 
unsold, also 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.

              Not Applicable.








                                       3
<PAGE>                               



Item 6.  Indemnification of Directors and Officers.

         Section 317 of the California General Corporations Law (the "CGCL") 
authorizes a court to award, or a corporation's board of directors to grant, 
indemnity to directors and officers who are parties or are threatened to be 
made parties to any proceeding (with certain exceptions) by reason of the 
fact that the person is or was an agent of the corporation, against expenses, 
judgments, fines, settlements and other amounts actually and reasonably 
incurred in connection with the proceeding if that person acted in good faith 
and in a manner the person  reasonably believed to be in the best interests of 
the corporation.  Section 204 of the CGCL provides that this limitation on 
liability has no effect on a director's liability if (i) for acts or omissions 
that involve intentional misconduct or a knowing and culpable violation of 
law, (ii) for acts or omissions that a director believes to be contrary to the 
best interests of the corporation or its shareholders or that involve the 
absence of good faith on the part of the director, (iii) for any transaction 
from which a director derived an improper personal benefit, (iv) for acts or 
omissions that show a reckless disregard for the director's duty to the 
corporation or its shareholders in circumstances in which the director was 
aware, or should have been aware, in the ordinary course of performing a 
director's duties, of a risk of a serious injury to the corporation or its 
shareholders, (v) for acts or omissions that constitute an unexcused pattern 
of inattention that amounts to an abdication of the director's duty to the 
corporation or its shareholders, (vi) under Section 310 of the CGCL 
(concerning contracts or transactions between the corporation and a director) 
or (vii) under Section 316 of the CGCL (directors' liability for improper
 dividends, loans and guarantees).  Section 317 does not extend to acts or 
omissions of a director in his capacity as an officer.  Further, Section 317 
has no effect on claims arising under federal or state securities laws and 
does not affect the availability of injunctions and other equitable remedies 
available to the Company's shareholders for any violation of a director's 
fiduciary duty to the Company or its shareholders.  

         In accordance with Section 317, the Restated Articles of 
Incorporation, as amended (the "Articles"), of the Company limit the liability 
of a director to the Company or its shareholders for monetary damages to the 
fullest extent permissible under California law.  The Articles further 
authorize the Company to provide indemnification to its agents (including 
officers and directors), subject to the limitations set forth above.  The 
Articles and the Company's By-Laws further provide for indemnification of 
corporate agents to the maximum extent permitted by the CGCL.

         Pursuant to the authority provided in the Articles, the Company has 
entered into indemnification agreements with each of its executive officers 
and directors, indemnifying them against certain potential liabilities that 
may arise as a result of their service to the Company, and providing for 
certain other protection.




                                       4
<PAGE>                                


         The Company also maintains insurance policies which insure its 
officers and directors against certain liabilities.

         The foregoing summaries are necessarily subject to the complete text 
of the statute, the Articles, the By-Laws and the agreements referred to above 
and are qualified in their entirety by reference thereto.


Item 7.  Exemption from Registration Claimed.

              Not Applicable.

Item 8.  Exhibits.

              The following exhibits are filed as part of this Registration 
              Statement:

Exhibit No.        Description

  1(1)             Common Shares Rights Agreement dated as of May 15, 1989 
                   between the Registrant and the First National Bank of 
                   Boston, as Rights Agent.
  4.5              Form of Option Agreement
  5.1              Opinion of counsel as to the legality of the securities 
                   being registered hereby
 10.A.49           1997 Employee Stock Option Plan, as amended through 
                   November 1997 
 10.A.50           1997 Director Stock Option Plan, as amended through 
                   November 1997
 10.A.51           1998 Executive Officer Stock Plan
 23.1              Consent of counsel (included in Exhibit 5.1).
 23.2              Consent of Ernst & Young LLP, independent auditors, with 
                   respect to the consolidated financial statements of the 
                   Registrant.
 23.3              Consent of KPMG Peat Marwick LLP, independent auditors, 
                   with respect to the consolidated financial statements of 
                   the Registrant.
 24.1              Power of Attorney (included on page 8).

-----------------------------			
(1)      Incorporated by reference to Exhibit 1 to the Registrant's 
Registration Statement on Form 8-A filed with the Commission on May 26, 1989.
  







                                       5
<PAGE>                                


Item 9.  Undertakings.

  (a)  The 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 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.

  (c)  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 foregoing provisions, 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 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.







                                       6
<PAGE>                               




                                  SIGNATURES

                   Pursuant to the requirements of the Securities Act 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, County of Santa Clara, 
State of California, on the  31day of July, 1998.


                                                 APPLE COMPUTER, INC.



                                                 By: /s/Fred D. Anderson					
                                                 Fred D. Anderson
                                                 Executive Vice President and
                                                 Chief Financial Officer



























                                        7

<PAGE>                                





                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below hereby constitutes and appoints Steven P. Jobs,  Fred D. 
Anderson, Nancy R. Heinen and Michael C. Wyatt, and each of them individually 
and without the others, his attorneys-in-fact, each with the power of 
substitution, for him in any and all capacities to sign any amendments to the 
Registration Statement, and to file the same, with exhibits thereto and other 
documents in connection therewith, with the Commission, hereby ratifying and 
confirming all that each of said attorneys-in-fact, or his or her substitute 
or substitutes, may do or cause to be done by virtue hereof.

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

                               Interim Chief Executive         July  31, 1998
/s/Steven P. Jobs              Officer and Director
Steven P. Jobs                 (Principal  Executive Officer)


                               Executive Vice President        July  31, 1998
/s/Fred D. Anderson                        and Chief Financial Officer
Fred D. Anderson               (Principal Financial Officer)


/s/Gareth C.C. Chang                   Director                July  31, 1998
Gareth C. C Chang


/s/William V. Campbell                 Director                July  31, 1998
William V. Campbell 


/s/Lawrence J. Ellison                 Director                July  31, 1998
Lawrence J. Ellison


/s/Jerome B. York                      Director                July  31, 1998
Jerome B. York


/s/Edgar S. Woolard, Jr.               Director                July  31, 1998
Edgar S. Woolard, Jr.



                                       8
<PAGE>                                


EXHIBIT INDEX

Exhibit                                                                  Page
    No.                                     Description                   No.


1(1)             Common Shares Rights Agreement dated as of May 15, 1989 
                   between the Registrant and the First National Bank of 
                   Boston, as Rights Agent.
  4.5              Form of Option Agreement                                  10
  5.1              Opinion of counsel as to the legality of the securities   12
                   being registered hereby
 10.A.49           1997 Employee Stock Option Plan, as amended through       14
                   November 1997 
 10.A.50           1997 Director Stock Option Plan, as amended through       25
                   November 1997
 10.A.51           1998 Executive Officer Stock Plan                         35
 23.1              Consent of counsel (included in Exhibit 5.1).
 23.2              Consent of Ernst & Young LLP, independent auditors,       51
                   with respect to the consolidated financial statements of 
                   the Registrant.
 23.3              Consent of KPMG Peat Marwick LLP, independent auditors,   52
                   with respect to the consolidated financial statements of 
                   the Registrant.
 24.1              Power of Attorney                                        8

   
  
-----------------------------			
(1)      Incorporated by reference to Exhibit 1 to the Registrant's 
Registration Statement on Form 8-A filed with the Commission on May 26, 1989.

















                                       9
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18375}]
{"company-data": {"conformed-name": "APPLE COMPUTER INC", "cik": "0000320193", "assigned-sic": "3571", "irs-number": "942404110", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60455", "film-number": "98675834"}, "business-address": {"street1": "1 INFINITE LOOP", "city": "CUPERTINO", "state": "CA", "zip": "95014", "phone": "4089961010"}, "mail-address": {"street1": "ONE INFINITE LOOP", "city": "CUPERTINO", "state": "CA", "zip": "95014"}}
As filed with the Securities and Exchange Commission on July 31, 1998
Registration No. 333-						

			    Form S-8

		SECURITIES AND EXCHANGE COMMISSION
		     WASHINGTON , D.C. 20549

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

			REGISTRATION STATEMENT 
				under
		     THE SECURITIES ACT OF 1933

CALIFORNIA	                         94-2404110
(State of other 			I.R.S. Employer
jurisdiction of 			Identification No.
Incorporation or
Organization	

			One Infinite Loop
		    Cupertino, California 95014
(Address, including zip code, of principal executive offices)

                        1997 Director Stock Option Plan
                       1997 Employee Stock Option Plan
                       1998 Executive Officer Stock Plan
                 Stock Option Grants to Edgar S. Woolard, Jr. 
                             and Gareth C.C. Chang
                            (Full title of the plan)

                            Michael C. Wyatt, Esq.
                           Associate General Counsel
                             Apple Computer, Inc.
                        One Infinite Loop, M/S 301-4CL
                          Cupertino, California 95014
                                (408) 996-1010
          (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

Copy to:

                                Tom Klein, Esq.
                      Wilson, Sonsini, Goodrich & Rosati
                              650 Page Mill Road
                              Palo Alto, CA 94304

                                       1
CALCULATION OF REGISTRATION FEE
Proposed
                                       Maximum       Proposed
                        Amount         Average       Maximum
                        To Be          Offering      Aggregate     Amount of
Title of Securities     Registered     Price Per     Offering      Registration
To Be Registered             (1)       Share (2)     Price (3)     Fee (3)
Common Stock, 
no par value

--Newly reserved under    400,000      $33.8125      $13,525,000    $3,990
1997 Director Stock       shares
Option Plan

--Newly reserved under    5,000,000    $33.8125      $69,062,000    $49,873
1997 Employee Stock       shares
Option Plan

--Newly reserved under    9,400,000     $33.8125     $317,838,000   $93,762
1998 Executive Officer    shares
Stock Plan

--Newly reserved for      30,000       $33.8125      $1,014,000     $300
the option grants to      shares
Edgar S. Woolard, Jr. 
and Gareth C.C. Chang
(1)   Pursuant to Rule 429 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the prospectus relating to this Registration 
statement also relates to shares registered under Form S-8 Registration 
Statements Nos. 2-70449, 2-85095, 33-866, 33-23650, 33-31075,  33-47596, 
33-53895,  333-07437 and 333-23725. A total of 7,600,000 shares issuable 
under the 1998 Executive Officer Stock Plan and its predecessors, the 1990 
Stock Option Plan and the 1981 Stock Option Plan, have been previously  
registered under the Securities Act.

(2)   Estimated in accordance with Rule 457(h) solely for the purpose of 
calculating the filing fee on the basis of $33.8125 per share, which represents 
the average of the high and low prices of the Common Stock reported on the 
NASDAQ National Market for July 28, 1998.

(3)   Estimated pursuant to Rule 457 solely for purposes of calculating the 
registration fee.  Amount of the Registration Fee was calculated pursuant to 
Section 6(b) of the Securities Act of 1933, as amended, and was determined 
by multiplying the aggregate offering amount by .000295.
                                       2
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"):

  (a)  The Registrant's annual report on Form 10-K for the fiscal year ended 
September 26, 1997;

  (b)  The Registrant's quarterly report on Form 10-Q for the quarters ended 
December 26, 1997 and March 27, 1998;

  (c)  All other reports filed by the Registrant pursuant to Sections 13(a) 
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), since September 26, 1997; and

  (d)  The description of the Registrant's common stock and associated common 
stock purchase rights, contained in the Registrant's Registration Statements 
on Form 8-A filed with the Commission on October 30, 1981 and May 26, 1989, 
respectively, registering such shares and associated rights pursuant to 
Section 12 of the Exchange Act, including any amendment or report updating 
such descriptions.

         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 offered 
hereby have been sold or which deregisters all securities then remaining 
unsold, also 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.

              Not Applicable.

                                       3
Item 6.  Indemnification of Directors and Officers.

         Section 317 of the California General Corporations Law (the "CGCL") 
authorizes a court to award, or a corporation's board of directors to grant, 
indemnity to directors and officers who are parties or are threatened to be 
made parties to any proceeding (with certain exceptions) by reason of the 
fact that the person is or was an agent of the corporation, against expenses, 
judgments, fines, settlements and other amounts actually and reasonably 
incurred in connection with the proceeding if that person acted in good faith 
and in a manner the person  reasonably believed to be in the best interests of 
the corporation.  Section 204 of the CGCL provides that this limitation on 
liability has no effect on a director's liability if (i) for acts or omissions 
that involve intentional misconduct or a knowing and culpable violation of 
law, (ii) for acts or omissions that a director believes to be contrary to the 
best interests of the corporation or its shareholders or that involve the 
absence of good faith on the part of the director, (iii) for any transaction 
from which a director derived an improper personal benefit, (iv) for acts or 
omissions that show a reckless disregard for the director's duty to the 
corporation or its shareholders in circumstances in which the director was 
aware, or should have been aware, in the ordinary course of performing a 
director's duties, of a risk of a serious injury to the corporation or its 
shareholders, (v) for acts or omissions that constitute an unexcused pattern 
of inattention that amounts to an abdication of the director's duty to the 
corporation or its shareholders, (vi) under Section 310 of the CGCL 
(concerning contracts or transactions between the corporation and a director) 
or (vii) under Section 316 of the CGCL (directors' liability for improper
 dividends, loans and guarantees).  Section 317 does not extend to acts or 
omissions of a director in his capacity as an officer.  Further, Section 317 
has no effect on claims arising under federal or state securities laws and 
does not affect the availability of injunctions and other equitable remedies 
available to the Company's shareholders for any violation of a director's 
fiduciary duty to the Company or its shareholders.  

         In accordance with Section 317, the Restated Articles of 
Incorporation, as amended (the "Articles"), of the Company limit the liability 
of a director to the Company or its shareholders for monetary damages to the 
fullest extent permissible under California law.  The Articles further 
authorize the Company to provide indemnification to its agents (including 
officers and directors), subject to the limitations set forth above.  The 
Articles and the Company's By-Laws further provide for indemnification of 
corporate agents to the maximum extent permitted by the CGCL.

         Pursuant to the authority provided in the Articles, the Company has 
entered into indemnification agreements with each of its executive officers 
and directors, indemnifying them against certain potential liabilities that 
may arise as a result of their service to the Company, and providing for 
certain other protection.

                                       4
The Company also maintains insurance policies which insure its 
officers and directors against certain liabilities.

         The foregoing summaries are necessarily subject to the complete text 
of the statute, the Articles, the By-Laws and the agreements referred to above 
and are qualified in their entirety by reference thereto.

Item 7.  Exemption from Registration Claimed.

              Not Applicable.

Item 8.  Exhibits.

              The following exhibits are filed as part of this Registration 
              Statement:

Exhibit No.        Description

  1(1)             Common Shares Rights Agreement dated as of May 15, 1989 
                   between the Registrant and the First National Bank of 
                   Boston, as Rights Agent.
  4.5              Form of Option Agreement
  5.1              Opinion of counsel as to the legality of the securities 
                   being registered hereby
 10.A.49           1997 Employee Stock Option Plan, as amended through 
                   November 1997 
 10.A.50           1997 Director Stock Option Plan, as amended through 
                   November 1997
 10.A.51           1998 Executive Officer Stock Plan
 23.1              Consent of counsel (included in Exhibit 5.1).
 23.2              Consent of Ernst & Young LLP, independent auditors, with 
                   respect to the consolidated financial statements of the 
                   Registrant.
 23.3              Consent of KPMG Peat Marwick LLP, independent auditors, 
                   with respect to the consolidated financial statements of 
                   the Registrant.
 24.1              Power of Attorney (included on page 8).

-----------------------------			
(1)      Incorporated by reference to Exhibit 1 to the Registrant's 
Registration Statement on Form 8-A filed with the Commission on May 26, 1989.
  

                                       5
Item 9.  Undertakings.

  (a)  The 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 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.

  (c)  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 foregoing provisions, 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 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.

                                       6
SIGNATURES

                   Pursuant to the requirements of the Securities Act 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, County of Santa Clara, 
State of California, on the  31day of July, 1998.

                                                 APPLE COMPUTER, INC.

                                                 By: /s/Fred D. Anderson					
                                                 Fred D. Anderson
                                                 Executive Vice President and
                                                 Chief Financial Officer

                                        7
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below hereby constitutes and appoints Steven P. Jobs,  Fred D. 
Anderson, Nancy R. Heinen and Michael C. Wyatt, and each of them individually 
and without the others, his attorneys-in-fact, each with the power of 
substitution, for him in any and all capacities to sign any amendments to the 
Registration Statement, and to file the same, with exhibits thereto and other 
documents in connection therewith, with the Commission, hereby ratifying and 
confirming all that each of said attorneys-in-fact, or his or her substitute 
or substitutes, may do or cause to be done by virtue hereof.

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

                               Interim Chief Executive         July  31, 1998
/s/Steven P. Jobs              Officer and Director
Steven P. Jobs                 (Principal  Executive Officer)

                               Executive Vice President        July  31, 1998
/s/Fred D. Anderson                        and Chief Financial Officer
Fred D. Anderson               (Principal Financial Officer)

/s/Gareth C.C. Chang                   Director                July  31, 1998
Gareth C. C Chang

/s/William V. Campbell                 Director                July  31, 1998
William V. Campbell 

/s/Lawrence J. Ellison                 Director                July  31, 1998
Lawrence J. Ellison

/s/Jerome B. York                      Director                July  31, 1998
Jerome B. York

/s/Edgar S. Woolard, Jr.               Director                July  31, 1998
Edgar S. Woolard, Jr.

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EXHIBIT INDEX

Exhibit                                                                  Page
    No.                                     Description                   No.

1(1)             Common Shares Rights Agreement dated as of May 15, 1989 
                   between the Registrant and the First National Bank of 
                   Boston, as Rights Agent.
  4.5              Form of Option Agreement                                  10
  5.1              Opinion of counsel as to the legality of the securities   12
                   being registered hereby
 10.A.49           1997 Employee Stock Option Plan, as amended through       14
                   November 1997 
 10.A.50           1997 Director Stock Option Plan, as amended through       25
                   November 1997
 10.A.51           1998 Executive Officer Stock Plan                         35
 23.1              Consent of counsel (included in Exhibit 5.1).
 23.2              Consent of Ernst & Young LLP, independent auditors,       51
                   with respect to the consolidated financial statements of 
                   the Registrant.
 23.3              Consent of KPMG Peat Marwick LLP, independent auditors,   52
                   with respect to the consolidated financial statements of 
                   the Registrant.
 24.1              Power of Attorney                                        8

   
  
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(1)      Incorporated by reference to Exhibit 1 to the Registrant's 
Registration Statement on Form 8-A filed with the Commission on May 26, 1989.

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