As filed with the Securities and Exchange Commission on 
March 21, 1997			Registration No. 333-
												

		SECURITIES AND EXCHANGE COMMISSION
			Washington, D.C. 20549
				-------
				FORM S-8
			REGISTRATION STATEMENT 
				under the
			SECURITIES ACT OF 1933
				------
			  APPLE COMPUTER, INC.
	(Exact name of Registrant as specified in its charter)

	CALIFORNIA			    94-2404110
(State of other jurisdiction  		 (I.R.S. Employer
  of incorporation or			Identification No.)
     organization)	



			   1 Infinite Loop
		    Cupertino, California 95014
 	     (Address of Principal Executive Offices)

	Senior Officers Restricted Performance Share Plan
			         and
	Employment Agreement dated as of February 28, 1996
	between Apple Computer, Inc. and Dr. Gilbert F. Amelio
			(Full title of the Plan)
				-------
			 SUSAN L. THORNER, ESQ.
			Director, Corporate Law
			 Apple Computer, Inc.
		      1 Infinite Loop, M/S 75-7CL
		      Cupertino, California 95014
			    (408) 996-1010
	(Name, address, including zip code, and telephone number,
	        including area code, of agent for service)

				Copy to:

			WILLIAM H. HINMAN, ESQ.
		         Shearman & Sterling
		  555 California Street, 20th Floor
		  San Francisco, California  94104
<PAGE> 				1

<TABLE>
<CAPTION>	CALCULATION OF REGISTRATION FEE



<S>		    <C>		  <C>		  <C>            <C>
Title of 	Amount		Proposed	Proposed	Amount of
Securities	to be		Maximum		Maximum		Registration
to be		Registered	Offering	Aggregate	Fee (2)
Registered			Price Per	Offering
				Share (1)	Price
	

Common		2,130,960	$16.5625	$35,294,024	$10,695.16
Stock, no
par value		


(1)	Computed in accordance with Rule 457(h) solely for the 
purpose of computing the amount of the registration fee based 
on the average of the high and low sale price reported by the 
NASDAQ National Market System for March 7, 1997.

(2)	1/33 of 1% of the maximum aggregate offering price.

<PAGE>					2



Part I

INFORMATION REQUIRED IN THE SECTION 10(a) 
PROSPECTUS

Item 1.	Plan Information.*

Item 2.	Registrant Information and Employee Plan 
Annual Information.*




























____________________

*	Information required by Part I to be contained in the 
Section 10(a) prospectus is omitted from this Registration 
Statement in accordance with Rule 428 under the 
Securities Act of 1933, as amended (hereinafter, the 
"Securities Act"), and the "Note" to Part I of Form S-8.
<PAGE>					3

PART II

INFORMATION REQUIRED IN THE REGISTRATION 
STATEMENT

Item 3.	Incorporation of Documents by Reference.

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

	(a)	the Registrant's annual report on Form 
10-K  for the fiscal year ended September 27, 1996;  

	(b)	the Registrant's quarterly report on Form 
10-Q for the quarter ended December 27, 1996;

	(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 27, 1996; 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, registering such 
shares and associated rights pursuant to Section 12 of 
the Exchange Act, including any amendment or report 
updating such descriptions.

		All documents 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 are a part hereof from the date of filing such 
documents. 

Item 4.	Description of Securities.

		Not applicable.
<PAGE>				4



Item 5.	Interests of Named Experts and Counsel.

		Not applicable.

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.  Although 
<PAGE>			5


the validity and scope of the legislation underlying Section 
317 have not yet been interpreted to any significant extent by 
the California courts, Section 317 may relieve directors of 
monetary liability to the Company for grossly negligent 
conduct, including conduct in situations involving 
attempted takeovers of the Company.

		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 officers and directors, 
indemnifying then against certain potential liabilities that 
may arise as a result of their service to the Company, and 
providing for certain other protection.

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

Item 7.	Exemption from Registration Claimed.

		Not applicable.
<PAGE>			6


Item 8.	Exhibits  

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


Exhibit No.		Description					

1*			Common Shares Rights Agreement dated 
			as of May 15, 1989 between the Registrant 
			and the First National Bank of Boston, as 
			Rights Agent.

4.2			Apple Computer, Inc. Senior Officers 
			Restricted Performance Share Plan.

10.A.26**		Employment Agreement dated as of 
			February 28, 1996 between the Registrant 
			and Dr. Gilbert F. Amelio

5.1			Opinion of counsel as to the legality of the 
			securities registered hereby.

23.1			Consent of Ernst & Young LLP, 
			independent auditors, with respect to the 
			consolidated financial statements of the 
			Registrant.

23.2			Consent of counsel (included in Exhibit           
			5.1).

24			Power of Attorney (included on page 11).

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

**	Incorporated by reference to Exhibit 10.A.26 to the 
	Registrant's Quarterly Report on Form 10-Q for the 
	quarter ended March 29, 1996.
<PAGE>				7


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 of 1933, 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

<PAGE>				8



 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>				9


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 17 day of March 
1997.

                                APPLE COMPUTER, INC.




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






















<PAGE>				10



POWER OF ATTORNEY


		KNOW ALL PERSONS BY THESE PRESENTS, 
that each person whose signature appears below hereby 
constitutes and appoints Gilbert F. Amelio, Fred D. 
Anderson and Robert M. Calderoni, jointly and severally, 
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 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 by 
the following persons in the capacities and on the dates 
indicated.

Signature		Title			Date

			Chairman and		March 17,1997
/s/ Gilbert F. Amelio	Chief Executive	
Gilbert F. Amelio	Officer and
			Director (Principal
			Executive Officer)
		
			
    			Executive Vice		March 17,1997
/s/ Fred D. Anderson	President and Chief
Fred D. Anderson	Financial Officer
			(Principal Financial
			Officer)


			Senior Vice		March 17,1997
/s/Robert M. Calderoni	President, Finance
Robert M. Calderoni	and Corporate
			Controller
			(Principal Accounting
			Officer)


<PAGE>				11

/s/ Gareth C. Chang
Gareth C. Chang		Director                March 17,1997



/s/Bernard Goldstein	Director		March 17,1997
Bernard Goldstein
	

/s/ Katherine M. Hudson	Director		March 17,1997   				
Katherine M. Hudson


	
/s/ Delano E. Lewis	Director		March 17,1997  
Delano E. Lewis
	

/s/ A.C. Markkula, Jr	Director		March 17,1997  
A.C. Markkula, Jr.
	

/s/Edgar S. Woolard,Jr. Director		March 17,1997   			
Edgar S. Woolard, Jr.	


<PAGE>				12






INDEX TO EXHIBITS


Exhibit							Page
No.	Description					No.
	

	


1*	Common Shares Rights Agreement
	dated as of May 15, 1989 between the
	Registrant and the First National Bank
	of Boston, as Rights Agent
	
4.2	Apple Computer, Inc. Senior Officers	
	Restricted Performance Share Plan		14
	
10.A.
6 *	Employment Agreement dated as of
	February 28, 1996 between the
	Registrant and Dr. Gilbert F. Amelio
	
5.1	Opinion of counsel as to the legality of
	the securities registered hereby		26
	
23.1	Consent of Ernst & Young LLP,
	independent auditors, with respect to
	the consolidated financial statements of	27	
	the Registrant
	
23.2	Consent of counsel (included in Exhibit
	5.1)
	
24	Power of Attorney (included on page 11) 
	


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

**	Incorporated by reference to Exhibit 10.A.26 to the 
	Registrant's Quarterly Report on Form 10-Q for the 
	quarter ended March 29, 1996.
<PAGE>				13



APPLE COMPUTER, INC.
SENIOR OFFICERS RESTRICTED PERFORMANCE SHARE PLAN
 
1.	PURPOSE
 
This annual performance-based incentive plan (the "Performance 
Share Plan" or the "Plan") is designed to reward executive 
officers of Apple Computer, Inc. and its subsidiaries (the 
"Company") for achieving performance objectives. The 
Performance Share Plan is intended to provide an incentive for 
superior performance and to motivate participating officers 
toward even higher achievement and business results, to tie 
their goals and interests to those of the Corporation and its 
shareholders, to promote the maintenance of substantial stock 
ownership levels by officers of the Corporation, and to enable 
the Corporation to attract and retain highly qualified executive 
officers. The Performance Share Plan is also intended to secure 
the full deductibility of incentive compensation payable to the 
Corporation's Chief Executive Officer and the four highest 
compensated executive officers (collectively the "Covered 
Employees") whose compensation is required to be reported in 
the Corporation's proxy statement and all compensation payable 
hereunder to such persons is intended to qualify as 
"performance-based compensation" as described in Section 
162(m)(4)(C) of the Internal Revenue Code of 1986, as amended 
(the "Code").
 
2.	ELIGIBILITY AND PARTICIPATION
 
Only (i) those executive officers of the Corporation at the level of 
senior vice president or above and (ii) such other key employees 
of the Company as are recommended by management to and 
designated by the Compensation Committee shall be eligible to 
participate in the Performance Share Plan. Prior to or at the time 
performance objectives are established for a "Performance 
Period", as defined below, the Compensation Committee (the 
"Committee") of the Company's Board of Directors (the "Board") 
will designate in writing which executive officers and other key 
employees among those who may be eligible to participate in the 
Plan shall in fact be participants for such Performance Period 
(the "Participants"). The initial Participants in the Performance 
Share Plan shall be the individuals holding the positions    
identified in Appendix A.
<PAGE>			14


 
3.	PLAN YEAR AND PERFORMANCE OBJECTIVES
 
(A) PLAN YEAR: The fiscal year of the Performance Share Plan (the 
"Plan Year") shall be the fiscal year beginning on the first day of 
the Company's fiscal year and ending on the last day of the 
Company's fiscal year. The performance period (the 
"Performance Period") with respect to which awards may be 
payable under the Plan shall be the Plan Year. The initial Plan 
Year shall commence on September 30, 1996 and end on 
September 26, 1997.
 
(B) PERFORMANCE GOAL SETTING PERIOD: Within the first 
ninety (90) days of each Performance Period the Committee shall 
establish in writing, with respect to such Performance Period, 
one or more performance goals, a specific target objective or 
objectives with respect to such performance goals and an 
objective formula or method for computing the amount of 
performance shares payable to each Participant under the Plan if 
the performance goals are attained. Notwithstanding the 
foregoing sentence, for any Performance Period, such goals, 
objectives and compensation formulae or methods must be 
established within that number of days, beginning on the first 
day of such Performance Period, which is no more than twenty-
five percent (25%) of the total number of days in such 
Performance Period.

(C) PERFORMANCE MEASUREMENT: Performance goals shall be 
based upon one or more of the following business criteria for the 
Company:
 
    	 -  earnings per share
 
	-  share price
 
	-  revenue growth
 
	-  return on equity
 
	-  return on net assets
 
	-  timing objectives for delivery of new products
 
	-  retention of key employees
<PAGE>			15


 
The Committee may adopt other performance goals in its sole and 
absolute discretion, provided, however, that in the event the 
Committee determines to adopt performance goals based on 
criteria other than those stated above, the Committee shall 
obtain shareholder approval of such criteria.  All performance 
goals adopted by the Committee shall be preestablished, objective 
performance goals as described in Reg. Sec. 1.162-27(e)(2), 
promulgated under Section 162(m) of the Code. Measurements 
of the Company's or a Participant's performance against the 
performance goals established by the Committee shall be 
objectively determinable and, to the extent any performance goal 
is expressed in standard accounting terms, such performance 
goal shall be determined according to generally accepted 
accounting principles as in existence on the date on which the 
performance goals are established and without regard to any 
changes in such principles after such date.
 
4.	DETERMINATION OF PERFORMANCE SHARE AWARDS
 
(A) SHARES COVERED BY THE PLAN: Shares awarded under the 
Performance Share Plan shall be shares of the Company's 
common stock ("Shares"). The maximum number of Shares that 
may be awarded under the Plan shall be 2,000,000 in the 
aggregate and, in any single Plan Year, 300,000 to any one 
individual, subject to adjustment as provided in Section 6(k). 
Shares that are converted to cash in accordance with Section 5 
shall be treated as shares awarded under the Plan for purposes of 
the aggregate and individual limits in the previous sentence. 
Any increase in the number of Shares allocated to the Plan must 
be approved by the Company's shareholders. Any Shares 
deliverable under the Plan may be made available from 
authorized but unissued Shares or Shares reacquired by the 
Company, including Shares purchased in the open market or in 
private transactions.
 
(B) GRANTS OF PERFORMANCE SHARES: At the beginning of 
each Plan Year, each Participant will be granted the target 
number of Shares (see Appendix A) that can be earned based on 
performance with respect to that Plan Year (the "Conditional 
Grant"). At the time the Conditional Grant is made on behalf of 
a Participant, certificates representing the target number of 
Shares will be registered in the name of the Participant. During 
the Plan Year, the certificates representing those Shares will be 
<PAGE>			16


      held by the Company. The Committee may specify that the 
Conditional Grant for a Plan Year will be earned if the applicable 
target is achieved for one goal or for any one of a number of 
goals. The Committee may also provide that the Conditional 
Grant for a Plan Year will be earned only if targets are achieved 
for more than one performance goal. The Committee may also 
provide that the Conditional Grant to be earned for a given Plan 
Year will vary based upon different levels of achievement of the 
applicable performance targets.
 
As soon as practicable after the end of each Performance Period, the 
Committee shall certify in writing to what extent the Company 
and the Participants have achieved the performance goal or 
goals for such Performance Period, including the specific target 
objective or objectives and the satisfaction of any other material 
terms of the Performance Share Award and the Committee shall 
calculate the amount of each Participant's actual award for such 
Performance Period based upon the performance goals, 
objectives and computation formulae or methods for such 
Performance Period (the "Actual Grant"). The Committee shall 
have no discretion to increase the maximum amount of any 
Participant's Actual Grant as so determined, but may reduce the 
amount of or totally eliminate such award, as it determines, in 
its absolute and sole discretion, in an amount appropriate to 
reflect the Participant's performance.
 
No Participant's Actual Grant for any Plan Year shall exceed the 
number of Shares stated in Appendix A.
 
Only after the Actual Grant has been awarded to a Participant will 
he or she have the rights of a shareholder in the Company with 
respect to any of the Shares covered by the Conditional Grant, 
including the right to vote the Shares and the right to receive 
any distributions with respect to such Shares.
 
5.	PAYMENT OF AWARDS
 
Approved Performance Share Awards shall be payable by the 
Company to each Participant in Shares, or, at the election of the 
Participant, fifty percent (50%) in Shares and fifty percent (50%) 
in cash ("Cash Election"), as soon as reasonably practicable after 
the last day of the relevant Performance Period (the "vesting 
date"), provided that the Committee has first certified in writing 
<PAGE>				17


      that the relevant performance goals were achieved. In the event 
that a Participant makes a Cash Election, the amount of cash to 
be awarded shall be determined by the Committee as of each 
vesting date, such that (subject to the performance goals for that 
Performance Period being fully satisfied), the Participant receives 
fifty percent of the total value of the Shares earned as of the 
vesting date in cash and the remainder in Shares, based on the 
closing price of the Company's common stock on the vesting 
date. Cash Elections for any Performance Period shall be made 
on a form provided for the purpose by the Committee within 
sixty (60) days of the date an employee is notified by the 
Committee that he or she has been designated as a Participant in 
the Plan for that Performance Period. Except in the case of an 
Actual Grant made to a Participant's Beneficiary (as hereinafter 
defined), a participant is precluded from selling or otherwise 
disposing of any interest in Actual Grant Shares until such time 
as the Shares are distributed to the participant.

If a Participant ceases to be employed by the Company prior to the 
end of any Plan Year, award payment rights will be determined 
as follows:
 
A.	Involuntary termination by the Company for cause or voluntary 
termination by a Participant would lead to a Participant's 
forfeiture of all Performance Share Plan awards for that Plan 
Year. Termination for cause is defined as follows: conviction of 
(i) a felony, (ii) embezzlement from the Company or (iii) other 
business fraud.
 
B.	Termination on account of death, disability, or involuntary 
termination not for cause by the Company entitles a Participant, 
or the Participant's Beneficiary, to a prorated share of the 
Performance Share Award. Prorated awards are determined 
based on the number of completed months that the Participant 
was employed in the Plan Year divided by 12 months and are 
subject to reduction as provided in Section 4(b). Prorated awards 
shall be paid at the same time as if the Participant had remained 
employed until the end of the Plan Year.
 
6.	OTHER TERMS AND CONDITIONS
 
(A) TERM OF PLAN: The Performance Share Plan shall become 
effective upon its adoption by the Board, subject to the 
subsequent approval thereof by the shareholders of the 
<PAGE>			18


      Company in accordance with Section 6(b). It shall continue in 
effect for a term of five (5) years unless sooner terminated under 
Section 7 of the Plan.
 
(B) SHAREHOLDER APPROVAL: No Actual Grants shall be 
awarded under the Performance Share Plan unless and until the 
material terms (within the meaning of Section 162(m)(4)(C) of 
the Code) of the Plan, including the business criteria described in 
the Plan, are disclosed to the Company's shareholders and are 
approved by the shareholders by a majority of votes cast in 
person or by proxy (including abstentions to the extent 
abstentions are counted as voting under applicable state law).
 
(C) NO PARTICIPATION RIGHTS: No person shall have any legal 
claim to be granted an award under the Performance Share Plan 
and the Committee shall have no obligation to treat Participants 
uniformly. Participation in the Performance Share Plan in any 
Plan Year does not entitle any Participant to participate in the 
Plan in any other Plan Year. The right to receive a targeted 
number of performance shares in any given year does not entitle 
a Participant to participate with respect to the same number of 
Shares in any subsequent year.
 
(D) NO RIGHTS TO SPECIFIC PROPERTY: Except as may be 
otherwise required by law, Conditional Grants and Actual Grants 
under the Performance Share Plan shall not be subject in any 
manner to anticipation, alienation, sale, transfer, assignment, 
pledge, encumbrance, charge, garnishment, execution, or levy of 
any kind, either voluntary or involuntary. No Participant shall 
have any claim with respect to any specific assets of the 
Company or to stock certificates registered in the Participant's 
name prior to the vesting of the shares represented by such 
certificates.
 
(E) NO EMPLOYMENT RIGHTS: Neither the Performance Share 
Plan nor any action taken under the Plan shall confer upon any 
Participant any right with respect to continuation of 
employment by the Company (or any subsidiary or affiliated 
company) or to maintain any Participant's compensation at any 
level, nor shall it interfere in any way with any Participant's 
right or the right of the Company (or any subsidiary or affiliated 
company) to terminate a Participant's employment at any time 
or for any reason.
<PAGE>			19



(F) OTHER BENEFITS: Performance Share Awards shall not be 
considered as part of a Participant's salary or used for the 
calculation of any other pay, allowance, pension or other benefit 
unless otherwise permitted by other benefit plans provided by 
the Company or its subsidiaries, or required by law or by 
contractual obligations of the Company or its subsidiaries.
 
(G) BENEFICIARY: The term "Beneficiary" shall mean the person 
or persons designated by a Participant to whom Performance 
Share Awards are to be paid pursuant to the terms of the 
Performance Share Plan in the event of the Participant's death. 
The designation shall be on a form provided by the Committee, 
executed by the Participant, and delivered to the Committee. A 
Participant may change his or her Beneficiary designation at any 
time. If no Beneficiary is designated, the designation is 
ineffective, or in the event the Beneficiary dies before the 
balance of the Performance Share Award is paid, the balance 
shall be paid to the Participant's spouse, or if there is no spouse, 
in equal shares to the Participant's lineal descendants, or if there 
is no surviving spouse or lineal descendant, to the Participant's 
estate.
 
(H) PERMANENT DISABILITY: For purposes of the Performance 
Share Plan, a permanent disability shall mean a disability which 
would qualify a Participant to receive benefits under the Apple 
Computer, Inc. Long-Term Disability Plan (after satisfying the 
elimination period thereunder) as now or hereafter in effect.
 
(I) INCAPACITY OF PARTICIPANT OR BENEFICIARY: If the 
Committee finds that any Participant or Beneficiary to whom a 
Performance Share Award is payable under the Performance 
Share Plan is unable to care for his or her affairs because of 
illness or accident or is under a legal disability, any Performance 
Share Award due (unless a prior claim therefore shall have been 
made by a duly appointed legal representative) at the discretion 
of the Committee, may be paid to the spouse, child, parent or 
brother or sister of such Participant or Beneficiary or to any 
person whom the Committee has determined has incurred 
expense for such Participant or Beneficiary. Any such payment 
shall be a complete discharge of the obligations of the Company 
under provisions of the Performance Share Plan to the extent of 
such payment.
<PAGE>			20


 
(J) TAX WITHHOLDING: The Company will withhold from each 
Actual Grant at the time of payment thereof all applicable state, 
local and federal withholding taxes, as required by law, as 
determined by Apple in its sole discretion. Such withholding 
will be made first from the amount of the Participant's Cash 
Election, if any, and second from the Participant's Shares, to the 
extent required. Alternatively, in lieu of withholding from 
Shares, the Participant may elect to fund the payment of 
withholding taxes determined by Apple to be due by making 
payment of the full amount of the withholding taxes to Apple 
on or before the due date of the withholding taxes.

(K) ADJUSTMENTS DUE TO CHANGES IN CAPITALIZATION
 
If the outstanding Shares are increased, decreased, or exchanged for 
a different number of kind of shares or other securities, or if 
additional Shares or other securities are distributed with respect 
to such Shares or other securities, through merger, 
consolidation, sale of all or substantially all of the property of the 
Company, reorganization, recapitalization, reclassification, stock 
dividend, stock split, reverse stock split or other distribution 
with respect to such Shares or other securities, an appropriate 
and proportionate adjustment my be made in (i) the maximum 
number and kind of Shares provided for in Section 4(a) of the 
Plan, (ii) the annual individual maximum grant limit provided 
for in Section 4(a), (iii) the number and kind of Shares subject to 
each then outstanding Performance Share Award, and (iv) each 
Participant's target number of Shares as provided in Appendix 
A.

Adjustments under this Section 6(k) will be made by the 
Committee, whose determination as to what adjustments will be 
made and the extent thereof will be final, binding and 
conclusive on all interested persons. No fractional Share or 
other interest will be issued under the Plan on account of any of 
such adjustments
 
(L) CHANGE IN CONTROL: In the event of a change in control (as 
defined below) of the Company, the Committee shall make 
equitable adjustments to the Participant's Performance Shares in 
a manner intended to preserve their economic value as of the 
date of the change in control, including modifications to 
<PAGE>				21


      performance measures and performance goals if necessary; 
provided, however, that if a Participant's employment with the 
Company is terminated without cause in connection with a 
change in control, then any other provision of the Plan to the 
contrary notwithstanding, the Participant shall be entitled to 
receive the maximum annual number of Performance Shares 
for the year in which the change-in-control occurs following 
such termination regardless of whether the Performance Goals 
are achieved. For purposes of this Plan, change in control is 
defined as follows:

A.	When any "person", as such term is used in Section 13(d) and 
14(d) of the Exchange Act (other than the Company, a Subsidiary 
or a Company employee benefit plan, including any trustee of 
such plan acting as a trustee) is or becomes the "beneficial 
owner" (as defined in Rule 13d-3 under the Exchange Act), 
directly or indirectly, of securities of the Company representing 
fifty percent (50%) or more of the combined voting power of the 
Company's then outstanding securities; or
 
B.	The occurrence of a transaction requiring shareholder approval 
and involving either the sale of all or substantially all of the 
assets of the Company or the merger of the Company with or 
into another entity.
 
(M) CONDITIONS UPON ISSUANCE OF SHARES: Shares shall not 
be issued with respect to an Award unless the issuance and 
delivery of such Shares pursuant thereto shall comply with all 
relevant provisions of law, including, without limitation, the 
Securities Act of 1933, as amended, the Exchange Act, the rules 
and regulations promulgated thereunder, and the requirements 
of any stock exchange or quotation system upon which the 
Shares may then be listed or quoted, and shall be further subject 
to the approval of counsel for the Company with respect to such 
compliance.
 
Inability of the Company to obtain authority from any regulatory 
body having jurisdiction, which authority is deemed by the 
Company's counsel to be necessary to the lawful issuance of any 
Shares hereunder, shall relieve the Company of any liability in 
respect of the non-issuance of such Shares as to which such 
requisite authority shall not have been obtained.
<PAGE>			22



(N) GOVERNING LAW: The place of administration of the 
Performance Share Plan shall be in the State of California and 
the validity, construction, interpretation, administration and 
effect of the Performance Share Plan and the rules, regulations 
and rights relating to the Performance Share Plan, shall be 
determined solely in accordance with the laws of the State of 
California.

7.	ADMINISTRATION
 
(A) ADMINISTRATOR: The Plan shall be administered by a 
Committee designated by the Board to administer the Plan, 
which Committee shall be constituted in such a manner as to 
permit the Plan and grants and awards thereunder to comply 
with Rule 16b-3 as it applies to grants to officers and in such a 
manner as to satisfy the Applicable Laws. All members of the 
Committee shall be persons who qualify as "outside directors" as 
defined under Section 162(m) of the Code. Until changed by the 
Board, the Compensation Committee of the Board shall 
constitute the Committee hereunder.
 
(B) POWERS OF THE ADMINISTRATOR: The Committee shall 
have full power, authority and discretion to administer and 
interpret the provisions of the Performance Share Plan and to 
adopt such rules, regulations, agreements, guidelines and 
instruments for the administration of the Plan and for the 
conduct of its business as the Committee deems necessary or 
advisable. Without limitation of the foregoing, subject to the 
provisions of the Plan and such limitations as are necessary or 
desirable in order for incentive awards paid to Covered 
Employees to constitute qualified performance-based 
compensation under Section 162(m) of the Code, the Committee 
shall have the authority, in its discretion: (i) to determine the 
amount of cash to be awarded pursuant to any Cash Election 
under Section 5 above; (ii) to determine the employees who 
shall be Participants in the Plan; (iii) to interpret the Plan; (iv) to 
determine the terms and conditions, not inconsistent with the 
terms of the Plan, of any Conditional Grant or Actual Grant 
awarded hereunder (including, but not limited to, any restriction 
or limitation, or any waiver of forfeiture restrictions regarding 
any Grant and/or the Shares relating thereto, based in each case 
on such factors as the Administrator shall determine, in its sole 
discretion); (v) to approve forms of agreement for use under the 
<PAGE>			23


      Plan; (vi) to prescribe, amend and rescind rules and regulations 
relating to the Plan; (vii) to modify or amend each Grant (with 
the consent of the Participant); (viii) to authorize any person to 
execute on behalf of the Company any instrument required to 
effectuate any Grant previously granted by the Administrator; 
and (ix) to make all other determinations deemed necessary or 
advisable for the administration of the Plan.
 
(C) EFFECT OF DECISIONS BY THE ADMINISTRATOR: All 
decisions, determinations and interpretations of the 
Administrator shall be final and binding on all Participants.
 
8.	AMENDMENT AND TERMINATION
 
The Board may at any time amend, alter, suspend or terminate the 
Plan, as it may deem advisable; provided that except as otherwise 
required by law, any amendment required to conform the 
Performance Share Plan to the requirements of Section 162(m) of 
the Code or to conform the Performance Share Plan or any grant 
made thereunder to the requirements for exemption under Rule 
16b-3 promulgated under the Securities Exchange Act of 1934, as 
amended, or any successor thereto ("Rule 16b-3"), shall be made 
by the Committee, and provided that, to the extent necessary and 
desirable to comply with Section 162(m) of the Code (or any 
other applicable law, regulations or rules), the Company shall 
obtain shareholder approval of any Plan amendment in such a 
manner and to such a degree as is required, including, without 
limitation, any amendment to the class of individuals who are 
eligible to participate in the Performance Share Plan, to the 
performance criteria specified in Section 2 hereof or to the 
maximum incentive award payable to any Participant, unless 
shareholder approval is not required in order for incentive 
awards paid to Covered Employees to constitute qualified 
performance-based compensation under Section 162(m) of the 
Code. Any such amendment, alteration, suspension or 
termination of the Plan shall not impair the rights of any Plan 
Participant under any grant theretofore made without his or her 
consent.  Such grants shall remain in full force and effect as if 
this Plan had not been amended or terminated, except as may 
otherwise be required by applicable law.
<PAGE>			24


APPENDIX A


_________________________________________________________

	          	MAXIMUM		
		      TOTAL AWARD	   ANNUAL
		    	  OF		  MAXIMUM
POSITION       	      PERFORMANCE	 PERFORMANCE
		        SHARES		SHARE AWARDS

_________________________________________________________

Chief Executive	     1,000,000	          200,000
Officer	
	
Chief Operating	       100,000		   20,000
Officer	

Chief Financial		80,000		   16,000
Officer	

Chief			80,000		   16,000
Technology
Officer	

Chief			80,000		   16,000
Administrative
Officer	
	
__________________________________________________________

<PAGE>			25


						[Exhibit 5.1]				
		

						March 17, 1997


Apple Computer, Inc.
1 Infinite Loop
Cupertino, California 95014

RE: 	Registration Statement on Form S-8 for the Senior Officers Restricted
        Performance Share Plan and Employment Agreement dated as of February 
        28, 1996 between Apple Computer, Inc. and Dr. Gilbert F. Amelio

Ladies and Gentlemen:

	I have examined the Registration Statement on Form S-8 to be filed 
with the Securities and Exchange Commission on or about March 13, 1997 
(the "Registration Statement") in connection with the registration under the 
Securities Act of 1933, as amended, of 2,000,000 shares of Apple Computer, 
Inc.'s Common Stock, no par value, authorized for issuance under the Senior 
Officers Restricted Performance Share Plan.  The shares of Apple Common 
Stock to be registered under the Registration Statement are hereinafter 
referred to collectively as the "Shares".  As counsel in connection with this 
transaction, I have examined the actions taken, and I am familiar with the 
actions proposed to be taken, in connection with the issuance and sale of the 
Shares pursuant to the Performance Share Plan.

	It is my opinion that, when issued and sold in the manner described in 
the Performance Share Plan, the Shares will be legally and validly issued, 
fully paid and nonassessable.


	I consent to the use of this opinion as an exhibit to the Registration 
Statement, and further consent to the use of my name wherever appearing in 
the Registration Statement.

						Very truly yours, 


						/s/ Susan L. Thorner
						Susan L. Thorner
						Director, Corporate Law
<PAGE>				26



							Exhibit 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


We consent to  the incorporation by reference in the 
Registration Statement (Form S-8) pertaining to the Senior 
Officer Restricted Performance Share Plan and the 
Employment Agreement dated as of February 28, 1996 between 
Apple Computer, Inc. and Dr. Gilbert F. Amelio of Apple 
Computer, Inc. of our report dated October 14, 1996, with 
respect to the consolidated financial statements and schedule 
of Apple Computer, Inc. included and/or incorportated by 
reference in its Annual Report (Form 10-K) for the year ended 
September 27, 1996.

					/s/ Ernst & Young LLP
					ERNST & YOUNG LLP

San Jose, California
March 17, 1997

<PAGE>				27

</TABLE>
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{"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": "333-23719", "film-number": "97560334"}, "business-address": {"street1": "1 INFINITE LOOP", "city": "CUPERTINO", "state": "CA", "zip": "95014", "phone": "4089961010"}}
As filed with the Securities and Exchange Commission on 
March 21, 1997			Registration No. 333-
												

		SECURITIES AND EXCHANGE COMMISSION
			Washington, D.C. 20549
				-------
				FORM S-8
			REGISTRATION STATEMENT 
				under the
			SECURITIES ACT OF 1933
				------
			  APPLE COMPUTER, INC.
	(Exact name of Registrant as specified in its charter)

	CALIFORNIA			    94-2404110
(State of other jurisdiction  		 (I.R.S. Employer
  of incorporation or			Identification No.)
     organization)	

			   1 Infinite Loop
		    Cupertino, California 95014
 	     (Address of Principal Executive Offices)

	Senior Officers Restricted Performance Share Plan
			         and
	Employment Agreement dated as of February 28, 1996
	between Apple Computer, Inc. and Dr. Gilbert F. Amelio
			(Full title of the Plan)
				-------
			 SUSAN L. THORNER, ESQ.
			Director, Corporate Law
			 Apple Computer, Inc.
		      1 Infinite Loop, M/S 75-7CL
		      Cupertino, California 95014
			    (408) 996-1010
	(Name, address, including zip code, and telephone number,
	        including area code, of agent for service)

				Copy to:

			WILLIAM H. HINMAN, ESQ.
		         Shearman & Sterling
		  555 California Street, 20th Floor
		  San Francisco, California  94104
1
CALCULATION OF REGISTRATION FEE
Title of 	Amount		Proposed	Proposed	Amount of
Securities	to be		Maximum		Maximum		Registration
to be		Registered	Offering	Aggregate	Fee (2)
Registered			Price Per	Offering
				Share (1)	Price
	

Common		2,130,960	$16.5625	$35,294,024	$10,695.16
Stock, no
par value		

(1)	Computed in accordance with Rule 457(h) solely for the 
purpose of computing the amount of the registration fee based 
on the average of the high and low sale price reported by the 
NASDAQ National Market System for March 7, 1997.

(2)	1/33 of 1% of the maximum aggregate offering price.
2

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) 
PROSPECTUS

Item 1.	Plan Information.*

Item 2.	Registrant Information and Employee Plan 
Annual Information.*

____________________

*	Information required by Part I to be contained in the 
Section 10(a) prospectus is omitted from this Registration 
Statement in accordance with Rule 428 under the 
Securities Act of 1933, as amended (hereinafter, the 
"Securities Act"), and the "Note" to Part I of Form S-8.
3

PART II

INFORMATION REQUIRED IN THE REGISTRATION 
STATEMENT

Item 3.	Incorporation of Documents by Reference.

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

	(a)	the Registrant's annual report on Form 
10-K  for the fiscal year ended September 27, 1996;  

	(b)	the Registrant's quarterly report on Form 
10-Q for the quarter ended December 27, 1996;

	(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 27, 1996; 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, registering such 
shares and associated rights pursuant to Section 12 of 
the Exchange Act, including any amendment or report 
updating such descriptions.

		All documents 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 are a part hereof from the date of filing such 
documents. 

Item 4.	Description of Securities.

		Not applicable.
4

Item 5.	Interests of Named Experts and Counsel.

		Not applicable.

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.  Although
5

the validity and scope of the legislation underlying Section 
317 have not yet been interpreted to any significant extent by 
the California courts, Section 317 may relieve directors of 
monetary liability to the Company for grossly negligent 
conduct, including conduct in situations involving 
attempted takeovers of the Company.

		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 officers and directors, 
indemnifying then against certain potential liabilities that 
may arise as a result of their service to the Company, and 
providing for certain other protection.

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

Item 7.	Exemption from Registration Claimed.

		Not applicable.
6

Item 8.	Exhibits  

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

Exhibit No.		Description					

1*			Common Shares Rights Agreement dated 
			as of May 15, 1989 between the Registrant 
			and the First National Bank of Boston, as 
			Rights Agent.

4.2			Apple Computer, Inc. Senior Officers 
			Restricted Performance Share Plan.

10.A.26**		Employment Agreement dated as of 
			February 28, 1996 between the Registrant 
			and Dr. Gilbert F. Amelio

5.1			Opinion of counsel as to the legality of the 
			securities registered hereby.

23.1			Consent of Ernst & Young LLP, 
			independent auditors, with respect to the 
			consolidated financial statements of the 
			Registrant.

23.2			Consent of counsel (included in Exhibit           
			5.1).

24			Power of Attorney (included on page 11).

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

**	Incorporated by reference to Exhibit 10.A.26 to the 
	Registrant's Quarterly Report on Form 10-Q for the 
	quarter ended March 29, 1996.
7

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 of 1933, 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
8

 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.
9

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 17 day of March 
1997.

                                APPLE COMPUTER, INC.

				By: /s/Fred D. Anderson			
				Fred D. Anderson
				Executive Vice President and
				Chief Financial Officer
10

POWER OF ATTORNEY

		KNOW ALL PERSONS BY THESE PRESENTS, 
that each person whose signature appears below hereby 
constitutes and appoints Gilbert F. Amelio, Fred D. 
Anderson and Robert M. Calderoni, jointly and severally, 
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 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 by 
the following persons in the capacities and on the dates 
indicated.

Signature		Title			Date

			Chairman and		March 17,1997
/s/ Gilbert F. Amelio	Chief Executive	
Gilbert F. Amelio	Officer and
			Director (Principal
			Executive Officer)
		
			
    			Executive Vice		March 17,1997
/s/ Fred D. Anderson	President and Chief
Fred D. Anderson	Financial Officer
			(Principal Financial
			Officer)

			Senior Vice		March 17,1997
/s/Robert M. Calderoni	President, Finance
Robert M. Calderoni	and Corporate
			Controller
			(Principal Accounting
			Officer)
11

/s/ Gareth C. Chang
Gareth C. Chang		Director                March 17,1997

/s/Bernard Goldstein	Director		March 17,1997
Bernard Goldstein
	

/s/ Katherine M. Hudson	Director		March 17,1997   				
Katherine M. Hudson

	
/s/ Delano E. Lewis	Director		March 17,1997  
Delano E. Lewis
	

/s/ A.C. Markkula, Jr	Director		March 17,1997  
A.C. Markkula, Jr.
	

/s/Edgar S. Woolard,Jr. Director		March 17,1997   			
Edgar S. Woolard, Jr.
12

INDEX TO EXHIBITS

Exhibit							Page
No.	Description					No.
	

	

1*	Common Shares Rights Agreement
	dated as of May 15, 1989 between the
	Registrant and the First National Bank
	of Boston, as Rights Agent
	
4.2	Apple Computer, Inc. Senior Officers	
	Restricted Performance Share Plan		14
	
10.A.
6 *	Employment Agreement dated as of
	February 28, 1996 between the
	Registrant and Dr. Gilbert F. Amelio
	
5.1	Opinion of counsel as to the legality of
	the securities registered hereby		26
	
23.1	Consent of Ernst & Young LLP,
	independent auditors, with respect to
	the consolidated financial statements of	27	
	the Registrant
	
23.2	Consent of counsel (included in Exhibit
	5.1)
	
24	Power of Attorney (included on page 11) 
	

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

**	Incorporated by reference to Exhibit 10.A.26 to the 
	Registrant's Quarterly Report on Form 10-Q for the 
	quarter ended March 29, 1996.
13

APPLE COMPUTER, INC.
SENIOR OFFICERS RESTRICTED PERFORMANCE SHARE PLAN
 
1.	PURPOSE
 
This annual performance-based incentive plan (the "Performance 
Share Plan" or the "Plan") is designed to reward executive 
officers of Apple Computer, Inc. and its subsidiaries (the 
"Company") for achieving performance objectives. The 
Performance Share Plan is intended to provide an incentive for 
superior performance and to motivate participating officers 
toward even higher achievement and business results, to tie 
their goals and interests to those of the Corporation and its 
shareholders, to promote the maintenance of substantial stock 
ownership levels by officers of the Corporation, and to enable 
the Corporation to attract and retain highly qualified executive 
officers. The Performance Share Plan is also intended to secure 
the full deductibility of incentive compensation payable to the 
Corporation's Chief Executive Officer and the four highest 
compensated executive officers (collectively the "Covered 
Employees") whose compensation is required to be reported in 
the Corporation's proxy statement and all compensation payable 
hereunder to such persons is intended to qualify as 
"performance-based compensation" as described in Section 
162(m)(4)(C) of the Internal Revenue Code of 1986, as amended 
(the "Code").
 
2.	ELIGIBILITY AND PARTICIPATION
 
Only (i) those executive officers of the Corporation at the level of 
senior vice president or above and (ii) such other key employees 
of the Company as are recommended by management to and 
designated by the Compensation Committee shall be eligible to 
participate in the Performance Share Plan. Prior to or at the time 
performance objectives are established for a "Performance 
Period", as defined below, the Compensation Committee (the 
"Committee") of the Company's Board of Directors (the "Board") 
will designate in writing which executive officers and other key 
employees among those who may be eligible to participate in the 
Plan shall in fact be participants for such Performance Period 
(the "Participants"). The initial Participants in the Performance 
Share Plan shall be the individuals holding the positions    
identified in Appendix A.
14

 
3.	PLAN YEAR AND PERFORMANCE OBJECTIVES
 
(A) PLAN YEAR: The fiscal year of the Performance Share Plan (the 
"Plan Year") shall be the fiscal year beginning on the first day of 
the Company's fiscal year and ending on the last day of the 
Company's fiscal year. The performance period (the 
"Performance Period") with respect to which awards may be 
payable under the Plan shall be the Plan Year. The initial Plan 
Year shall commence on September 30, 1996 and end on 
September 26, 1997.
 
(B) PERFORMANCE GOAL SETTING PERIOD: Within the first 
ninety (90) days of each Performance Period the Committee shall 
establish in writing, with respect to such Performance Period, 
one or more performance goals, a specific target objective or 
objectives with respect to such performance goals and an 
objective formula or method for computing the amount of 
performance shares payable to each Participant under the Plan if 
the performance goals are attained. Notwithstanding the 
foregoing sentence, for any Performance Period, such goals, 
objectives and compensation formulae or methods must be 
established within that number of days, beginning on the first 
day of such Performance Period, which is no more than twenty-
five percent (25%) of the total number of days in such 
Performance Period.

(C) PERFORMANCE MEASUREMENT: Performance goals shall be 
based upon one or more of the following business criteria for the 
Company:
 
    	 -  earnings per share
 
	-  share price
 
	-  revenue growth
 
	-  return on equity
 
	-  return on net assets
 
	-  timing objectives for delivery of new products
 
	-  retention of key employees
15

 
The Committee may adopt other performance goals in its sole and 
absolute discretion, provided, however, that in the event the 
Committee determines to adopt performance goals based on 
criteria other than those stated above, the Committee shall 
obtain shareholder approval of such criteria.  All performance 
goals adopted by the Committee shall be preestablished, objective 
performance goals as described in Reg. Sec. 1.162-27(e)(2), 
promulgated under Section 162(m) of the Code. Measurements 
of the Company's or a Participant's performance against the 
performance goals established by the Committee shall be 
objectively determinable and, to the extent any performance goal 
is expressed in standard accounting terms, such performance 
goal shall be determined according to generally accepted 
accounting principles as in existence on the date on which the 
performance goals are established and without regard to any 
changes in such principles after such date.
 
4.	DETERMINATION OF PERFORMANCE SHARE AWARDS
 
(A) SHARES COVERED BY THE PLAN: Shares awarded under the 
Performance Share Plan shall be shares of the Company's 
common stock ("Shares"). The maximum number of Shares that 
may be awarded under the Plan shall be 2,000,000 in the 
aggregate and, in any single Plan Year, 300,000 to any one 
individual, subject to adjustment as provided in Section 6(k). 
Shares that are converted to cash in accordance with Section 5 
shall be treated as shares awarded under the Plan for purposes of 
the aggregate and individual limits in the previous sentence. 
Any increase in the number of Shares allocated to the Plan must 
be approved by the Company's shareholders. Any Shares 
deliverable under the Plan may be made available from 
authorized but unissued Shares or Shares reacquired by the 
Company, including Shares purchased in the open market or in 
private transactions.
 
(B) GRANTS OF PERFORMANCE SHARES: At the beginning of 
each Plan Year, each Participant will be granted the target 
number of Shares (see Appendix A) that can be earned based on 
performance with respect to that Plan Year (the "Conditional 
Grant"). At the time the Conditional Grant is made on behalf of 
a Participant, certificates representing the target number of 
Shares will be registered in the name of the Participant. During 
the Plan Year, the certificates representing those Shares will be
16

      held by the Company. The Committee may specify that the 
Conditional Grant for a Plan Year will be earned if the applicable 
target is achieved for one goal or for any one of a number of 
goals. The Committee may also provide that the Conditional 
Grant for a Plan Year will be earned only if targets are achieved 
for more than one performance goal. The Committee may also 
provide that the Conditional Grant to be earned for a given Plan 
Year will vary based upon different levels of achievement of the 
applicable performance targets.
 
As soon as practicable after the end of each Performance Period, the 
Committee shall certify in writing to what extent the Company 
and the Participants have achieved the performance goal or 
goals for such Performance Period, including the specific target 
objective or objectives and the satisfaction of any other material 
terms of the Performance Share Award and the Committee shall 
calculate the amount of each Participant's actual award for such 
Performance Period based upon the performance goals, 
objectives and computation formulae or methods for such 
Performance Period (the "Actual Grant"). The Committee shall 
have no discretion to increase the maximum amount of any 
Participant's Actual Grant as so determined, but may reduce the 
amount of or totally eliminate such award, as it determines, in 
its absolute and sole discretion, in an amount appropriate to 
reflect the Participant's performance.
 
No Participant's Actual Grant for any Plan Year shall exceed the 
number of Shares stated in Appendix A.
 
Only after the Actual Grant has been awarded to a Participant will 
he or she have the rights of a shareholder in the Company with 
respect to any of the Shares covered by the Conditional Grant, 
including the right to vote the Shares and the right to receive 
any distributions with respect to such Shares.
 
5.	PAYMENT OF AWARDS
 
Approved Performance Share Awards shall be payable by the 
Company to each Participant in Shares, or, at the election of the 
Participant, fifty percent (50%) in Shares and fifty percent (50%) 
in cash ("Cash Election"), as soon as reasonably practicable after 
the last day of the relevant Performance Period (the "vesting 
date"), provided that the Committee has first certified in writing
17

      that the relevant performance goals were achieved. In the event 
that a Participant makes a Cash Election, the amount of cash to 
be awarded shall be determined by the Committee as of each 
vesting date, such that (subject to the performance goals for that 
Performance Period being fully satisfied), the Participant receives 
fifty percent of the total value of the Shares earned as of the 
vesting date in cash and the remainder in Shares, based on the 
closing price of the Company's common stock on the vesting 
date. Cash Elections for any Performance Period shall be made 
on a form provided for the purpose by the Committee within 
sixty (60) days of the date an employee is notified by the 
Committee that he or she has been designated as a Participant in 
the Plan for that Performance Period. Except in the case of an 
Actual Grant made to a Participant's Beneficiary (as hereinafter 
defined), a participant is precluded from selling or otherwise 
disposing of any interest in Actual Grant Shares until such time 
as the Shares are distributed to the participant.

If a Participant ceases to be employed by the Company prior to the 
end of any Plan Year, award payment rights will be determined 
as follows:
 
A.	Involuntary termination by the Company for cause or voluntary 
termination by a Participant would lead to a Participant's 
forfeiture of all Performance Share Plan awards for that Plan 
Year. Termination for cause is defined as follows: conviction of 
(i) a felony, (ii) embezzlement from the Company or (iii) other 
business fraud.
 
B.	Termination on account of death, disability, or involuntary 
termination not for cause by the Company entitles a Participant, 
or the Participant's Beneficiary, to a prorated share of the 
Performance Share Award. Prorated awards are determined 
based on the number of completed months that the Participant 
was employed in the Plan Year divided by 12 months and are 
subject to reduction as provided in Section 4(b). Prorated awards 
shall be paid at the same time as if the Participant had remained 
employed until the end of the Plan Year.
 
6.	OTHER TERMS AND CONDITIONS
 
(A) TERM OF PLAN: The Performance Share Plan shall become 
effective upon its adoption by the Board, subject to the 
subsequent approval thereof by the shareholders of the
18

      Company in accordance with Section 6(b). It shall continue in 
effect for a term of five (5) years unless sooner terminated under 
Section 7 of the Plan.
 
(B) SHAREHOLDER APPROVAL: No Actual Grants shall be 
awarded under the Performance Share Plan unless and until the 
material terms (within the meaning of Section 162(m)(4)(C) of 
the Code) of the Plan, including the business criteria described in 
the Plan, are disclosed to the Company's shareholders and are 
approved by the shareholders by a majority of votes cast in 
person or by proxy (including abstentions to the extent 
abstentions are counted as voting under applicable state law).
 
(C) NO PARTICIPATION RIGHTS: No person shall have any legal 
claim to be granted an award under the Performance Share Plan 
and the Committee shall have no obligation to treat Participants 
uniformly. Participation in the Performance Share Plan in any 
Plan Year does not entitle any Participant to participate in the 
Plan in any other Plan Year. The right to receive a targeted 
number of performance shares in any given year does not entitle 
a Participant to participate with respect to the same number of 
Shares in any subsequent year.
 
(D) NO RIGHTS TO SPECIFIC PROPERTY: Except as may be 
otherwise required by law, Conditional Grants and Actual Grants 
under the Performance Share Plan shall not be subject in any 
manner to anticipation, alienation, sale, transfer, assignment, 
pledge, encumbrance, charge, garnishment, execution, or levy of 
any kind, either voluntary or involuntary. No Participant shall 
have any claim with respect to any specific assets of the 
Company or to stock certificates registered in the Participant's 
name prior to the vesting of the shares represented by such 
certificates.
 
(E) NO EMPLOYMENT RIGHTS: Neither the Performance Share 
Plan nor any action taken under the Plan shall confer upon any 
Participant any right with respect to continuation of 
employment by the Company (or any subsidiary or affiliated 
company) or to maintain any Participant's compensation at any 
level, nor shall it interfere in any way with any Participant's 
right or the right of the Company (or any subsidiary or affiliated 
company) to terminate a Participant's employment at any time 
or for any reason.
19

(F) OTHER BENEFITS: Performance Share Awards shall not be 
considered as part of a Participant's salary or used for the 
calculation of any other pay, allowance, pension or other benefit 
unless otherwise permitted by other benefit plans provided by 
the Company or its subsidiaries, or required by law or by 
contractual obligations of the Company or its subsidiaries.
 
(G) BENEFICIARY: The term "Beneficiary" shall mean the person 
or persons designated by a Participant to whom Performance 
Share Awards are to be paid pursuant to the terms of the 
Performance Share Plan in the event of the Participant's death. 
The designation shall be on a form provided by the Committee, 
executed by the Participant, and delivered to the Committee. A 
Participant may change his or her Beneficiary designation at any 
time. If no Beneficiary is designated, the designation is 
ineffective, or in the event the Beneficiary dies before the 
balance of the Performance Share Award is paid, the balance 
shall be paid to the Participant's spouse, or if there is no spouse, 
in equal shares to the Participant's lineal descendants, or if there 
is no surviving spouse or lineal descendant, to the Participant's 
estate.
 
(H) PERMANENT DISABILITY: For purposes of the Performance 
Share Plan, a permanent disability shall mean a disability which 
would qualify a Participant to receive benefits under the Apple 
Computer, Inc. Long-Term Disability Plan (after satisfying the 
elimination period thereunder) as now or hereafter in effect.
 
(I) INCAPACITY OF PARTICIPANT OR BENEFICIARY: If the 
Committee finds that any Participant or Beneficiary to whom a 
Performance Share Award is payable under the Performance 
Share Plan is unable to care for his or her affairs because of 
illness or accident or is under a legal disability, any Performance 
Share Award due (unless a prior claim therefore shall have been 
made by a duly appointed legal representative) at the discretion 
of the Committee, may be paid to the spouse, child, parent or 
brother or sister of such Participant or Beneficiary or to any 
person whom the Committee has determined has incurred 
expense for such Participant or Beneficiary. Any such payment 
shall be a complete discharge of the obligations of the Company 
under provisions of the Performance Share Plan to the extent of 
such payment.
20

 
(J) TAX WITHHOLDING: The Company will withhold from each 
Actual Grant at the time of payment thereof all applicable state, 
local and federal withholding taxes, as required by law, as 
determined by Apple in its sole discretion. Such withholding 
will be made first from the amount of the Participant's Cash 
Election, if any, and second from the Participant's Shares, to the 
extent required. Alternatively, in lieu of withholding from 
Shares, the Participant may elect to fund the payment of 
withholding taxes determined by Apple to be due by making 
payment of the full amount of the withholding taxes to Apple 
on or before the due date of the withholding taxes.

(K) ADJUSTMENTS DUE TO CHANGES IN CAPITALIZATION
 
If the outstanding Shares are increased, decreased, or exchanged for 
a different number of kind of shares or other securities, or if 
additional Shares or other securities are distributed with respect 
to such Shares or other securities, through merger, 
consolidation, sale of all or substantially all of the property of the 
Company, reorganization, recapitalization, reclassification, stock 
dividend, stock split, reverse stock split or other distribution 
with respect to such Shares or other securities, an appropriate 
and proportionate adjustment my be made in (i) the maximum 
number and kind of Shares provided for in Section 4(a) of the 
Plan, (ii) the annual individual maximum grant limit provided 
for in Section 4(a), (iii) the number and kind of Shares subject to 
each then outstanding Performance Share Award, and (iv) each 
Participant's target number of Shares as provided in Appendix 
A.

Adjustments under this Section 6(k) will be made by the 
Committee, whose determination as to what adjustments will be 
made and the extent thereof will be final, binding and 
conclusive on all interested persons. No fractional Share or 
other interest will be issued under the Plan on account of any of 
such adjustments
 
(L) CHANGE IN CONTROL: In the event of a change in control (as 
defined below) of the Company, the Committee shall make 
equitable adjustments to the Participant's Performance Shares in 
a manner intended to preserve their economic value as of the 
date of the change in control, including modifications to
21

      performance measures and performance goals if necessary; 
provided, however, that if a Participant's employment with the 
Company is terminated without cause in connection with a 
change in control, then any other provision of the Plan to the 
contrary notwithstanding, the Participant shall be entitled to 
receive the maximum annual number of Performance Shares 
for the year in which the change-in-control occurs following 
such termination regardless of whether the Performance Goals 
are achieved. For purposes of this Plan, change in control is 
defined as follows:

A.	When any "person", as such term is used in Section 13(d) and 
14(d) of the Exchange Act (other than the Company, a Subsidiary 
or a Company employee benefit plan, including any trustee of 
such plan acting as a trustee) is or becomes the "beneficial 
owner" (as defined in Rule 13d-3 under the Exchange Act), 
directly or indirectly, of securities of the Company representing 
fifty percent (50%) or more of the combined voting power of the 
Company's then outstanding securities; or
 
B.	The occurrence of a transaction requiring shareholder approval 
and involving either the sale of all or substantially all of the 
assets of the Company or the merger of the Company with or 
into another entity.
 
(M) CONDITIONS UPON ISSUANCE OF SHARES: Shares shall not 
be issued with respect to an Award unless the issuance and 
delivery of such Shares pursuant thereto shall comply with all 
relevant provisions of law, including, without limitation, the 
Securities Act of 1933, as amended, the Exchange Act, the rules 
and regulations promulgated thereunder, and the requirements 
of any stock exchange or quotation system upon which the 
Shares may then be listed or quoted, and shall be further subject 
to the approval of counsel for the Company with respect to such 
compliance.
 
Inability of the Company to obtain authority from any regulatory 
body having jurisdiction, which authority is deemed by the 
Company's counsel to be necessary to the lawful issuance of any 
Shares hereunder, shall relieve the Company of any liability in 
respect of the non-issuance of such Shares as to which such 
requisite authority shall not have been obtained.
22

(N) GOVERNING LAW: The place of administration of the 
Performance Share Plan shall be in the State of California and 
the validity, construction, interpretation, administration and 
effect of the Performance Share Plan and the rules, regulations 
and rights relating to the Performance Share Plan, shall be 
determined solely in accordance with the laws of the State of 
California.

7.	ADMINISTRATION
 
(A) ADMINISTRATOR: The Plan shall be administered by a 
Committee designated by the Board to administer the Plan, 
which Committee shall be constituted in such a manner as to 
permit the Plan and grants and awards thereunder to comply 
with Rule 16b-3 as it applies to grants to officers and in such a 
manner as to satisfy the Applicable Laws. All members of the 
Committee shall be persons who qualify as "outside directors" as 
defined under Section 162(m) of the Code. Until changed by the 
Board, the Compensation Committee of the Board shall 
constitute the Committee hereunder.
 
(B) POWERS OF THE ADMINISTRATOR: The Committee shall 
have full power, authority and discretion to administer and 
interpret the provisions of the Performance Share Plan and to 
adopt such rules, regulations, agreements, guidelines and 
instruments for the administration of the Plan and for the 
conduct of its business as the Committee deems necessary or 
advisable. Without limitation of the foregoing, subject to the 
provisions of the Plan and such limitations as are necessary or 
desirable in order for incentive awards paid to Covered 
Employees to constitute qualified performance-based 
compensation under Section 162(m) of the Code, the Committee 
shall have the authority, in its discretion: (i) to determine the 
amount of cash to be awarded pursuant to any Cash Election 
under Section 5 above; (ii) to determine the employees who 
shall be Participants in the Plan; (iii) to interpret the Plan; (iv) to 
determine the terms and conditions, not inconsistent with the 
terms of the Plan, of any Conditional Grant or Actual Grant 
awarded hereunder (including, but not limited to, any restriction 
or limitation, or any waiver of forfeiture restrictions regarding 
any Grant and/or the Shares relating thereto, based in each case 
on such factors as the Administrator shall determine, in its sole 
discretion); (v) to approve forms of agreement for use under the
23

      Plan; (vi) to prescribe, amend and rescind rules and regulations 
relating to the Plan; (vii) to modify or amend each Grant (with 
the consent of the Participant); (viii) to authorize any person to 
execute on behalf of the Company any instrument required to 
effectuate any Grant previously granted by the Administrator; 
and (ix) to make all other determinations deemed necessary or 
advisable for the administration of the Plan.
 
(C) EFFECT OF DECISIONS BY THE ADMINISTRATOR: All 
decisions, determinations and interpretations of the 
Administrator shall be final and binding on all Participants.
 
8.	AMENDMENT AND TERMINATION
 
The Board may at any time amend, alter, suspend or terminate the 
Plan, as it may deem advisable; provided that except as otherwise 
required by law, any amendment required to conform the 
Performance Share Plan to the requirements of Section 162(m) of 
the Code or to conform the Performance Share Plan or any grant 
made thereunder to the requirements for exemption under Rule 
16b-3 promulgated under the Securities Exchange Act of 1934, as 
amended, or any successor thereto ("Rule 16b-3"), shall be made 
by the Committee, and provided that, to the extent necessary and 
desirable to comply with Section 162(m) of the Code (or any 
other applicable law, regulations or rules), the Company shall 
obtain shareholder approval of any Plan amendment in such a 
manner and to such a degree as is required, including, without 
limitation, any amendment to the class of individuals who are 
eligible to participate in the Performance Share Plan, to the 
performance criteria specified in Section 2 hereof or to the 
maximum incentive award payable to any Participant, unless 
shareholder approval is not required in order for incentive 
awards paid to Covered Employees to constitute qualified 
performance-based compensation under Section 162(m) of the 
Code. Any such amendment, alteration, suspension or 
termination of the Plan shall not impair the rights of any Plan 
Participant under any grant theretofore made without his or her 
consent.  Such grants shall remain in full force and effect as if 
this Plan had not been amended or terminated, except as may 
otherwise be required by applicable law.
24

APPENDIX A

_________________________________________________________

	          	MAXIMUM		
		      TOTAL AWARD	   ANNUAL
		    	  OF		  MAXIMUM
POSITION       	      PERFORMANCE	 PERFORMANCE
		        SHARES		SHARE AWARDS

_________________________________________________________

Chief Executive	     1,000,000	          200,000
Officer	
	
Chief Operating	       100,000		   20,000
Officer	

Chief Financial		80,000		   16,000
Officer	

Chief			80,000		   16,000
Technology
Officer	

Chief			80,000		   16,000
Administrative
Officer	
	
__________________________________________________________
25

						[Exhibit 5.1]				
		

						March 17, 1997

Apple Computer, Inc.
1 Infinite Loop
Cupertino, California 95014

RE: 	Registration Statement on Form S-8 for the Senior Officers Restricted
        Performance Share Plan and Employment Agreement dated as of February 
        28, 1996 between Apple Computer, Inc. and Dr. Gilbert F. Amelio

Ladies and Gentlemen:

	I have examined the Registration Statement on Form S-8 to be filed 
with the Securities and Exchange Commission on or about March 13, 1997 
(the "Registration Statement") in connection with the registration under the 
Securities Act of 1933, as amended, of 2,000,000 shares of Apple Computer, 
Inc.'s Common Stock, no par value, authorized for issuance under the Senior 
Officers Restricted Performance Share Plan.  The shares of Apple Common 
Stock to be registered under the Registration Statement are hereinafter 
referred to collectively as the "Shares".  As counsel in connection with this 
transaction, I have examined the actions taken, and I am familiar with the 
actions proposed to be taken, in connection with the issuance and sale of the 
Shares pursuant to the Performance Share Plan.

	It is my opinion that, when issued and sold in the manner described in 
the Performance Share Plan, the Shares will be legally and validly issued, 
fully paid and nonassessable.

	I consent to the use of this opinion as an exhibit to the Registration 
Statement, and further consent to the use of my name wherever appearing in 
the Registration Statement.

						Very truly yours, 

						/s/ Susan L. Thorner
						Susan L. Thorner
						Director, Corporate Law
26

							Exhibit 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to  the incorporation by reference in the 
Registration Statement (Form S-8) pertaining to the Senior 
Officer Restricted Performance Share Plan and the 
Employment Agreement dated as of February 28, 1996 between 
Apple Computer, Inc. and Dr. Gilbert F. Amelio of Apple 
Computer, Inc. of our report dated October 14, 1996, with 
respect to the consolidated financial statements and schedule 
of Apple Computer, Inc. included and/or incorportated by 
reference in its Annual Report (Form 10-K) for the year ended 
September 27, 1996.

					/s/ Ernst & Young LLP
					ERNST & YOUNG LLP

San Jose, California
March 17, 1997
27