As filed with the Securities and Exchange Commission on January 26, 2000
                         Registration No. 333-__________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  NOVELL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                               87-0393339
(STATE OR OTHER JURISDICTION OF                             (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)
                               122 EAST 1700 SOUTH
                                 PROVO UT 84606
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                          NOVELL, INC. 1991 STOCK PLAN
                            (FULL TITLE OF THE PLAN)
                             DAVID R. BRADFORD, ESQ.
                         SENIOR VICE PRESIDENT, GENERAL
                         COUNSEL AND CORPORATE SECRETARY
                                  NOVELL, INC.
                            1555 NORTH TECHNOLOGY WAY
                                 OREM, UT 84057
                                 (801) 222-6000
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                                   Copies to:

                              AARON J. ALTER, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94304
                                                           (650) 493-9300

<TABLE>
                         CALCULATION OF REGISTRATION FEE
<S>                                       <C>                       <C>                    <C>                    <C>
========================================= ------------------------- ---------------------- ---------------------- ------------------
                                                                          PROPOSED               PROPOSED
                TITLE OF                           AMOUNT                  MAXIMUM                MAXIMUM             AMOUNT OF
             SECURITIES TO                         TO BE               OFFERING PRICE            AGGREGATE           REGISTRATION
             BE REGISTERED                       REGISTERED               PER SHARE           OFFERING PRICE             FEE
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
Common Stock  $0.10 par value
Upon exercise of options under                   30,003,089(1)         $33.656(2)               $1,009,783,963(2)   $266,582.97(3)
Novell, Inc. 1991 Stock Plan
========================================= ========================= ---------------------- ---------------------- ==================
</TABLE>
(1)  The remaining  50,275,216  shares  reserved for issuance  under the Novell,
     Inc. 1991 Stock Plan were registered under Form S-8 Registration Statements
     previously filed with the Commission. Specifically,  31,591,818 shares were
     registered  under  a  Form  S-8  Registration   Statement  filed  with  the
     Commission on May 30, 1996 (File No.  333-04775) and 18,683,398 shares were
     registered  under  a  Form  S-8  Registration   Statement  filed  with  the
     Commission on June 5, 1992 (File No. 33-48395).  Pursuant to Rule 429 under
     the Securities Act of 1933, as amended, the prospectus relating hereto also
     relates to shares registered under such Form S-8 Registration Statements.
(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee,  pursuant to Rule 457(c), on the basis of the average of
     the high and low sale prices  reported in the Nasdaq National Market System
     on January 25, 2000, which average was $33.656.
(3)  The  registration  fee is calculated  solely on the basis of the additional
     30,003,089 shares authorized for issuance under the Novell, Inc. 1991 Stock
     Plan.  Registrant has paid a filing fee for the remaining 50,275,216 shares
     reserved for issuance under the Novell, Inc. 1991 Stock Plan. Specifically,
     Registrant  paid a  filing  fee  of  $160,682.52  in  connection  with  the
     registration  of 31,591,818  shares under a Registration  Statement on Form
     S-8 filed with the  Commission  on May 30, 1996 (File No.  333-04775),  and
     paid a filing  fee of  $165,260  in  connection  with the  registration  of
     18,683,398 shares under a Registration Statement on Form S-8 filed with the
     Commission on June 5, 1992 (File No. 33-48395).



<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"):

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

2.       The Registrant's Annual Report on Form 10-K for the year ended October
         31, 1998,  filed pursuant to  Section 13(a) of the Exchange Act.

3.       The Registrant's  Quarterly Reports on Form 10-Q for the quarters ended
         January 31, 1999,  April 30, 1999, and July 31,1999,  filed pursuant to
         Section 13 of the Exchange Act.

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

ITEM 4.       DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Counsel  for  the  Registrant,   Wilson  Sonsini   Goodrich  &  Rosati,
Professional  Corporation,  650 Page Mill Road, Palo Alto, California 94304, has
rendered an opinion to the effect that the Common  Stock  offered  hereby  will,
when issued in accordance with the Registrant's  1991 Stock Plan, be legally and
validly issued, fully paid and nonassessable. Larry W. Sonsini, a member of such
law firm, is a director of the Registrant and owns 6,600 shares of  Registrant's
Common  Stock  plus  options  to  purchase  an  additional   190,000  shares  of
Registrant's Common Stock.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.       EXHIBITS.

NUMBER                                       DOCUMENT

   4.1               Novell, Inc. 1991 Stock Plan, as amended through September
                     1997 and forms of agreement currently used thereunder.

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

   23.1              Consent of Independent Auditors (Ernst & Young LLP).

   23.2              Consent of Counsel (contained in Exhibit 5.1).

   24.1              Power of Attorney (See page II-5).


ITEM 9.       UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

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

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

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

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

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





<PAGE>



                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in San Jose, California, on January 26, 2000.

                                  NOVELL, INC.



                                               By:  /S/ ERIC E. SCHMIDT
                                                    Eric E. Schmidt
                                               Chairman of the Board, President,
                                            Chief Executive Officer and Director



<PAGE>



                                POWER OF ATTORNEY

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

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

                      SIGNATURE                                         TITLE                              DATE

/S/ ERIC E. SCHMIDT                                    Chairman of the Board, President,        January 26, 2000
-------------------------------------------------
Eric E. Schmidt                                        Chief Executive Officer and Director
                                                       (Principal Executive Officer)

/S/ DENNIS R. RANEY                                    Senior Vice President and Chief          January 26, 2000
-------------------------------------------------      Financial Officer (Principal Financial
Dennis R. Raney                                        Officer and Principal Accounting
                                                       Officer)

/S/ JOHN A. YOUNG                                      Vice Chairman of the Board and Director  January 26, 2000
-------------------------------------------------
John A. Young

/S/ ELAINE R. BOND                                     Director                                 January 26, 2000
-------------------------------------------------
Elaine R. Bond

/S/ HANS-WERNER HECTOR                                 Director                                 January 26, 2000
-------------------------------------------------
Hans-Werner Hector

/S/ REED E. HUNDT                                      Director                                 January 26, 2000
-------------------------------------------------
Reed E. Hundt

                                                       Director                                 January   , 2000
William N. Joy

/S/ JACK L. MESSMAN                                    Director                                 January 26, 2000
-------------------------------------------------
Jack L. Messman

/S/ RICHARD L. NOLAN                                   Director                                 January 26, 2000
-------------------------------------------------
Richard L. Nolan

-------------------------------------------------      Director                                 January   , 2000
Larry W. Sonsini

</TABLE>


<PAGE>



                               INDEX TO EXHIBITS


         Exhibit
         Number                                                    Description

           4.1             Novell, Inc. 1991 Stock Plan, as amended through
                           September 1997 and forms of agreement currently used
                           thereunder.
--------------------------

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

          23.1             Consent of Independent Auditors (Ernst & Young LLP).
--------------------------

          23.3             Consent of Counsel (contained in Exhibit 5.1).
--------------------------

          24.1             Power of Attorney (See page II-5).





<PAGE>
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{"company-data": {"conformed-name": "NOVELL INC", "cik": "0000758004", "assigned-sic": "7372", "irs-number": "870393339", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95409", "film-number": "513462"}, "business-address": {"street1": "122 EAST 1700 SOUTH", "city": "PROVO", "state": "UT", "zip": "84097", "phone": "8012226600"}, "mail-address": {"street1": "122 E. 1700 S.", "city": "PROVO", "state": "UT", "zip": "84606"}}
As filed with the Securities and Exchange Commission on January 26, 2000
                         Registration No. 333-__________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  NOVELL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                               87-0393339
(STATE OR OTHER JURISDICTION OF                             (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)
                               122 EAST 1700 SOUTH
                                 PROVO UT 84606
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                          NOVELL, INC. 1991 STOCK PLAN
                            (FULL TITLE OF THE PLAN)
                             DAVID R. BRADFORD, ESQ.
                         SENIOR VICE PRESIDENT, GENERAL
                         COUNSEL AND CORPORATE SECRETARY
                                  NOVELL, INC.
                            1555 NORTH TECHNOLOGY WAY
                                 OREM, UT 84057
                                 (801) 222-6000
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

                                   Copies to:

                              AARON J. ALTER, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94304
                                                           (650) 493-9300

                         CALCULATION OF REGISTRATION FEE
========================================= ------------------------- ---------------------- ---------------------- ------------------
                                                                          PROPOSED               PROPOSED
                TITLE OF                           AMOUNT                  MAXIMUM                MAXIMUM             AMOUNT OF
             SECURITIES TO                         TO BE               OFFERING PRICE            AGGREGATE           REGISTRATION
             BE REGISTERED                       REGISTERED               PER SHARE           OFFERING PRICE             FEE
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
Common Stock  $0.10 par value
Upon exercise of options under                   30,003,089(1)         $33.656(2)               $1,009,783,963(2)   $266,582.97(3)
Novell, Inc. 1991 Stock Plan
========================================= ========================= ---------------------- ---------------------- ==================
(1)  The remaining  50,275,216  shares  reserved for issuance  under the Novell,
     Inc. 1991 Stock Plan were registered under Form S-8 Registration Statements
     previously filed with the Commission. Specifically,  31,591,818 shares were
     registered  under  a  Form  S-8  Registration   Statement  filed  with  the
     Commission on May 30, 1996 (File No.  333-04775) and 18,683,398 shares were
     registered  under  a  Form  S-8  Registration   Statement  filed  with  the
     Commission on June 5, 1992 (File No. 33-48395).  Pursuant to Rule 429 under
     the Securities Act of 1933, as amended, the prospectus relating hereto also
     relates to shares registered under such Form S-8 Registration Statements.
(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee,  pursuant to Rule 457(c), on the basis of the average of
     the high and low sale prices  reported in the Nasdaq National Market System
     on January 25, 2000, which average was $33.656.
(3)  The  registration  fee is calculated  solely on the basis of the additional
     30,003,089 shares authorized for issuance under the Novell, Inc. 1991 Stock
     Plan.  Registrant has paid a filing fee for the remaining 50,275,216 shares
     reserved for issuance under the Novell, Inc. 1991 Stock Plan. Specifically,
     Registrant  paid a  filing  fee  of  $160,682.52  in  connection  with  the
     registration  of 31,591,818  shares under a Registration  Statement on Form
     S-8 filed with the  Commission  on May 30, 1996 (File No.  333-04775),  and
     paid a filing  fee of  $165,260  in  connection  with the  registration  of
     18,683,398 shares under a Registration Statement on Form S-8 filed with the
     Commission on June 5, 1992 (File No. 33-48395).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

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

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

2.       The Registrant's Annual Report on Form 10-K for the year ended October
         31, 1998,  filed pursuant to  Section 13(a) of the Exchange Act.

3.       The Registrant's  Quarterly Reports on Form 10-Q for the quarters ended
         January 31, 1999,  April 30, 1999, and July 31,1999,  filed pursuant to
         Section 13 of the Exchange Act.

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

ITEM 4.       DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Counsel  for  the  Registrant,   Wilson  Sonsini   Goodrich  &  Rosati,
Professional  Corporation,  650 Page Mill Road, Palo Alto, California 94304, has
rendered an opinion to the effect that the Common  Stock  offered  hereby  will,
when issued in accordance with the Registrant's  1991 Stock Plan, be legally and
validly issued, fully paid and nonassessable. Larry W. Sonsini, a member of such
law firm, is a director of the Registrant and owns 6,600 shares of  Registrant's
Common  Stock  plus  options  to  purchase  an  additional   190,000  shares  of
Registrant's Common Stock.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.       EXHIBITS.

NUMBER                                       DOCUMENT

   4.1               Novell, Inc. 1991 Stock Plan, as amended through September
                     1997 and forms of agreement currently used thereunder.

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

   23.1              Consent of Independent Auditors (Ernst & Young LLP).

   23.2              Consent of Counsel (contained in Exhibit 5.1).

   24.1              Power of Attorney (See page II-5).

ITEM 9.       UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

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

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

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

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

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

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in San Jose, California, on January 26, 2000.

                                  NOVELL, INC.

                                               By:  /S/ ERIC E. SCHMIDT
                                                    Eric E. Schmidt
                                               Chairman of the Board, President,
                                            Chief Executive Officer and Director
POWER OF ATTORNEY

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

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

/S/ ERIC E. SCHMIDT                                    Chairman of the Board, President,        January 26, 2000
-------------------------------------------------
Eric E. Schmidt                                        Chief Executive Officer and Director
                                                       (Principal Executive Officer)

/S/ DENNIS R. RANEY                                    Senior Vice President and Chief          January 26, 2000
-------------------------------------------------      Financial Officer (Principal Financial
Dennis R. Raney                                        Officer and Principal Accounting
                                                       Officer)

/S/ JOHN A. YOUNG                                      Vice Chairman of the Board and Director  January 26, 2000
-------------------------------------------------
John A. Young

/S/ ELAINE R. BOND                                     Director                                 January 26, 2000
-------------------------------------------------
Elaine R. Bond

/S/ HANS-WERNER HECTOR                                 Director                                 January 26, 2000
-------------------------------------------------
Hans-Werner Hector

/S/ REED E. HUNDT                                      Director                                 January 26, 2000
-------------------------------------------------
Reed E. Hundt

                                                       Director                                 January   , 2000
William N. Joy

/S/ JACK L. MESSMAN                                    Director                                 January 26, 2000
-------------------------------------------------
Jack L. Messman

/S/ RICHARD L. NOLAN                                   Director                                 January 26, 2000
-------------------------------------------------
Richard L. Nolan

-------------------------------------------------      Director                                 January   , 2000
Larry W. Sonsini
INDEX TO EXHIBITS

         Exhibit
         Number                                                    Description

           4.1             Novell, Inc. 1991 Stock Plan, as amended through
                           September 1997 and forms of agreement currently used
                           thereunder.
--------------------------

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

          23.1             Consent of Independent Auditors (Ernst & Young LLP).
--------------------------

          23.3             Consent of Counsel (contained in Exhibit 5.1).
--------------------------

          24.1             Power of Attorney (See page II-5).