<PAGE>                                       

As filed with the Securities and Exchange Commission on October 21, 1997
                                            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. 1989 EMPLOYEE STOCK PURCHASE 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:
                            Tor R. Braham, Esq.
                     WILSON SONSINI GOODRICH & ROSATI
                         Professional Corporation
                            650 PAGE MILL ROAD
                       PALO ALTO, CALIFORNIA 94304
                             (650)-493-9300

=============================================================================



<\PAGE>








<PAGE>
<TABLE>         
<S> 
                     CALCULATION OF REGISTRATION FEE
===================================================================================================================
          <C>                      <C>               <C>                  <C>                     <C> 
                                                       Proposed
            Title of                Amount             Maximum            Proposed 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

-  Issuable under Novell, Inc. 1989
   Employee Stock Purchase Plan       4,000,000         $9.09375 (1)         $36,375,000 (1)          $11,022.73

===================================================================================================================

(1)   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
      October 20, 1997, which average was $9.09375.

</TABLE>















\PAGE
<PAGE>
<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 26,
     1996, 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, 1997, April 30, 1997 and July 31, 1997, 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 1989 Employee Stock Purchase 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
110,000 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. 
Article VII of the Bylaws of the Registrant 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.




\PAGE
<PAGE>
<PAGE>

Item 8.        Exhibits.
               --------
   
 Number                                  Document                   
 ------                      ------------------------------  
  4.1                        Novell, Inc. 1989 Employee Stock Purchase Plan, 
                             together with forms of Subscriptions Agreement 
                             and Withdrawl Agreement 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)
                             (see page II-7).

 23.3                        Consent of Counsel (contained in Exhibit 5.1).

 24.1                        Power of Attorney (See page II-6).



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
<PAGE>
<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 October 21, 1997.


                                       NOVELL, INC.
   

                                       By:    /s/ Eric E. Schmidt       
                                       --------------------------------------
                                       Eric E. Schmidt
                                       Chairman of the Board, President,
                                       Chief Executive Officer and Director







<\PAGE>

<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>                                          <C>                                           
         Signature                                      Title                                Date
--------------------------------   -------------------------------------------  --------------------------

/s/ Eric E. Schmidt                               
--------------------------------   Chairman of the Board, President,                October 21, 1997
Eric E. Schmidt                    Chief Executive Officer and Director
                                   (Principal Executive Officer)


/s/ James R. Tolonen
--------------------------------   Executive Vice President and Chief               October 21, 1997
James R. Tolonen                   Financial Officer (Principal Financial
                                   Officer and Principal Accounting
                                   Officer)
/s/ Elaine R. Bond
--------------------------------   Director                                         October 21, 1997
Elaine R. Bond



/s/ Hans-Werner Hector
--------------------------------   Director                                         October 21, 1997
Hans-Werner Hector



/s/ Jack L. Messman
--------------------------------   Director                                         October 21, 1997
Jack L. Messman



/s/ Larry W. Sonsini
--------------------------------   Director                                         October 21, 1997
Larry W. Sonsini



/s/ Ian R. Wilson
--------------------------------   Director                                         October 21, 1997
Ian R. Wilson



/s/ John A. Young
--------------------------------   Director                                         October 21, 1997
John A. Young

</TABLE>

\PAGE
<PAGE>
<PAGE>                           EXHIBIT 23.1


              CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration Statement
(Form S-8) and the related prospectus pertaining to the Employee Stock Purchase
Plan of Novell, Inc. of our report dated November 26, 1996,  with respect to
the consolidated financial statements of Novell, Inc. incorporated by reference
in the Annual Report (Form 10-K) for the year ended October 26, 1996 and the
related financial statement schedule included therein, filed with the
Securities and Exchange Commission.


 /s/ ERNST & YOUNG LLP
 ERNST & YOUNG LLP

San Jose, California
October 20, 1997






















































<\PAGE>

<PAGE>                        INDEX TO EXHIBITS
                              -----------------

  Exhibit
  Number                               Description
---------  ---------------------------------------------------------------------



  4.1      Novell, Inc. 1989 Employee Stock Purchase Plan, together with forms
           of Subscription agreement and Withdrawal Agreement 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) (see page II-7).

 23.3      Consent of Counsel (contained in Exhibit 5.1).


 24.1      Power of Attorney (See page II-6).

<\PAGE>


<PAGE>
<PAGE>
Exhibit 4.1

                           NOVELL, INC.

                1989 EMPLOYEE STOCK PURCHASE PLAN
                    (As amended May 2, 1997)

     The following constitute the provisions of the 1989 Stock Purchase Plan 
of Novell, Inc.

     1.   Purpose.  The purpose of the Plan is to provide employees of the 
Company and its Designated Subsidiaries with an opportunity to purchase Common 
Stock of the Company through accumulated payroll deductions.  It is the 
intention of the Company to have the Plan qualify as an "Employee Stock 
Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as
amended.  The provisions of the Plan shall, accordingly, be construed so as to 
extend and limit participation in a manner consistent with the requirements of
that section of the Code.

     2.   Definitions.

          (a)  "Board" shall mean the Board of Directors of the Company.

          (b)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (c)  "Common Stock" shall mean the Common Stock of the Company.

          (d)  "Company" shall mean Novell, Inc.

          (e)  "Compensation" shall mean all payments for base straight time 
and all sales commission not in excess of target income.

          (f)  "Continuous Status as an Employee" shall mean the absence of any
 interruption or termination of service as an Employee.  Continuous Status as 
an Employee shall not be considered interrupted in the case of a leave of
absence agreed to in writing by the Company, provided that such leave is for 
a period of not more than 90 days or reemployment upon the expiration of such 
leave is guaranteed by contract or statute.

          (g)  "Designated Subsidiaries" shall mean the Subsidiaries which 
have been designated by the Board from time to time in its sole discretion as 
eligible to participate in the Plan.
          
          (h)  "Employee" shall mean any person, including an officer, 
whose customary employment with the Company or any Designated Subsidiary is 
at least twenty (20) hours per week and more than five (5) months in any 
calendar year.

          (i)  "Enrollment Date" shall mean the first day of each Offering 
Period.

          (j)  "Exercise Date" shall mean the last day of each Offering Period.

          (k)  "Offering Period" shall mean, except with respect to the first 
Offering Period as described herein, a period of six (6) months during which 
an option granted pursuant to the Plan may be exercised.   The second Offering
Period shall commence with the beginning of the regular payroll period falling 
closest to May 1, 1990 and end with the end of the regular payroll period 
closest to October 31, 1990.  Subsequent periods shall be as stated in 
Section 4 below.

          (l)  "Plan" shall mean this 1989 Employee Stock Purchase Plan.

          (m)  "Subsidiary" shall mean a corporation, domestic or foreign, 
of which not less than 50% of the voting shares are held by the Company or a 
Subsidiary, whether or not such corporation now exists or is hereafter 
organized or acquired by the Company or a Subsidiary.

     3.   Eligibility.

          (a)  Any Employee as defined in paragraph 2 who is employed by 
the Company on a given Enrollment Date shall be eligible to participate 
in the Plan.

          (b)  Any provisions of the Plan to the contrary notwithstanding, 
no Employee shall be granted an option under the Plan (i) if, immediately 
after the grant, such Employee (or any other person whose stock would be 
attributed to such Employee pursuant to Section 425 (d) of the Code) would 
own stock and/or hold outstanding options to purchase stock possessing 
five percent (5%) or more of the total combined voting power or value of all 
classes of stock of the Company or of any subsidiary of the Company, or 
(ii)  which permits his or her rights to purchase stock under all
employee stock purchase plans of the Company and its subsidiaries to 
accrue at a rate which exceeds Twenty-five Thousand Dollars ($25,000) 
worth of stock (determined at the fair market value of the shares at the 
time such option is granted) for each calendar year in which such option 
is outstanding at any time.




<\PAGE>

<PAGE>     
     4.   Offering Periods.  The Plan shall be implemented by consecutive 
Offering Periods with a new Offering Period commencing with the beginning 
of the regular payroll period falling closest to May 1 and November 1 of 
each year; provided, however, that the first Offering Period shall commence 
with the beginning of the regular payroll period falling closest to September 
25, 1989 and end with the end of the regular payroll period falling closest 
to April 30, 1990.  The Plan shall continue thereafter until terminated in 
accordance with paragraph 19 hereof.  Subject to the shareholder approval 
requirements of paragraph 19, the Board of Directors of the Company shall 
have the power to change the duration of Offering Periods with respect to 
future offerings without shareholder approval if such change is announced 
at least fifteen (15) days prior to the scheduled beginning of the first 
Offering Period to be affected. 
     5.   Participation.

          (a)  An eligible Employee may become a participant in the Plan 
by completing a subscription agreement authorizing payroll deductions in 
the form of Exhibit A to this Plan and filing it with the Company's payroll 
office at least five (5) business days prior to the applicable Enrollment 
Date, unless a later time for filing the subscription agreement is set by 
the Board for all eligible Employees with respect to a given Offering Period.

          (b)  Payroll deductions for a participant shall commence on the 
first payroll following the Enrollment Date and shall end on the last payroll 
in the Offering Period to which such authorization is applicable, unless 
sooner terminated by the participant as provided in paragraph 10.

     6.   Payroll Deductions.

          (a)  At the time a participant files his or her subscription 
agreement, he or she shall elect to have payroll deductions made on each 
payday during the Offering Period in an amount not exceeding ten percent 
(10%) of the Compensation which he receives on each payday during the 
Offering Period, and the aggregate of such payroll deductions during the 
Offering Period shall not exceed ten percent (10%) of the participant's 
Compensation during said Offering Period.

          (b)  All payroll deductions made for a participant shall be 
credited to his or her account under the Plan and will be withheld in 
whole percentages only.  A participant may not make any additional 
payments into such account.
          (c)  A participant may discontinue his or her participation 
in the Plan as provided in paragraph 10, or may decrease, or (if the 
Board or its committee shall determine) may increase, the rate of his 
or her payroll deductions during the Offering Period (within the 
limitations of Section 16(a)) by completing or filing with the Company 
a new subscription agreement authorizing a change in payroll deduction rate.  
The Board shall be authorized to limit the number of participation rate 
changes during any Offering Period.  The change in rate shall be effective 
with the first full payroll period following five (5) business days after 
the Company's receipt of the new subscription agreement unless the Company 
elects to process a given change in participation more quickly.  A 
participant's subscription agreement shall remain in effect for successive 
Offering Periods unless revised as provided herein or terminated as
provided in paragraph 10.

          (d)  Notwithstanding the foregoing, to the extent necessary to 
comply with Section 423 (b) (8) of the Code and paragraph 3 (b) herein, 
a participant's payroll deductions may be decreased to 0% at such time 
during any Offering Period which is scheduled to end during the current 
calendar year (the "Current Offering Period") that the aggregate of all 
payroll deductions which were previously used to purchase stock under the 
Plan in a prior Offering Period which ended during that calendar year plus 
all payroll deductions accumulated with respect to the Current Offering Period
equal $21,250. Payroll deductions shall recommence at the rate provided in 
such participant's subscription agreement at the beginning of the first 
Offering Period which is scheduled to end in the following calendar year, 
unless terminated by the participant as provided in paragraph 10.

          (e)  At the time the option is exercised, in whole or in part, 
or at the time some or all of the Company's Common Stock issued under the 
Plan is disposed of, the participant must make adequate provision for the 
Company's federal, state, or other tax withholding obligations, if any, 
which arise upon the exercise of the option or the disposition of the Common 
Stock.  At any time, the Company may, but will not be obligated to, withhold 
from the participant's compensation the amount necessary for the Company to 
meet applicable withholding obligations, including any withholding required 
to make available to the Company any tax deductions or benefits attributable 
to sale or early disposition of Common Stock by the Employee.

     7.   Grant of Option.

          (a)  On the Enrollment Date of each Offering Period, each eligible 
Employee participating in such Offering Period shall be granted an option 
to purchase on each Exercise Date during such Offering Period up to a number 
of shares of the Company's Common Stock determined by dividing such Employee's 
payroll deductions accumulated prior to such Exercise Date and retained in 
the Participant's account as of the Exercise Date by the lower of (i) 
eighty-five percent (85%) of the fair market value of a share of the Company's 
Common Stock on the Enrollment Date or (ii) eighty-five percent (85%) of the 
fair market value of a share of the Company's Common Stock on the Exercise 
Date; provided that in no event shall an Employee be permitted to purchase 
during each Offering Period more than a number of shares determined
by dividing $12,500 by the fair market value of a share of the Company's 
Common Stock on the Enrollment date, and provided further that such purchase 
shall be subject to the limitations set forth in Section 3 (b) and 12 hereof. 
Exercise of the option shall occur as provided in Section 8, unless the 
participant has withdrawn pursuant to Section 10, and shall expire on the 
last day of the Offering Period.  Fair market value of a share of the 
Company's Common Stock shall be determined as provided in Section 7 (b) herein.

<\PAGE>

<PAGE>    (b)  The option price per share of the shares offered in a given 
Offering Period shall be lower of: (i) 85% of the fair market value of a 
share of the Common Stock of the Company on the Enrollment Date; or (ii) 
85% of the fair market value of a share of the Common Stock of the Company 
on the Exercise Date.  The fair market value of the Company's Common Stock 
on a given date shall be determined by the Board in its discretion; provided, 
however, that where there is a public market for the Common Stock, the fair 
market value per share shall be the closing bid price of the Common System, 
or, in the event the Common Stock is listed on a stock exchange, the fair 
market value per share will be the closing price on such exchange on such 
date, as reported in the Wall Street Journal.  In the event the Enrollment
Date or the Exercise Date occurs on a weekend or legal holiday, the fair 
market value shall be based on the closing bid price on the next trading day.

     8.   Exercise of Option.  Unless a participant withdraws from the Plan 
as provided in paragraph 10 below, his or her option for the purchase of 
shares will be exercised automatically on the Exercise Date, and the maximum 
number of full shares subject to  option shall be purchased for such 
participant at the applicable option price with the accumulated payroll 
deductions in his or her account.  No fractional shares will be purchased 
and any payroll deductions accumulated in a participant's account which are 
not used to purchase shares shall be refunded to the participant or retained 
in the participant's account for the subsequent Offering Period, as the Board 
or its committee shall determine, subject to an earlier withdrawal by the 
participant as provided in paragraph 10.  During a participant's lifetime, a
participant's option to purchase shares hereunder is exercisable only by him 
or her.

     9.   Delivery.  As promptly as practicable after each Exercise Date on 
which a purchase of shares occurs, the Company shall arrange the delivery to 
each participant, as appropriate, of a certificate representing the shares
purchased upon exercise of his or her option.

     10.  Withdrawal; Termination of Employment.

          (a)  A participant may withdraw all but not less than all the 
payroll deductions credited to his or her account and not yet used to 
exercise his or her option under the Plan at any time by giving written 
notice to the Company in the form of Exhibit B to this Plan.  All of the 
participant's payroll deductions credited to his or her account will be 
paid to such participant promptly after receipt of notice of withdrawal 
and such participant's option for the Offering Period will be 
automatically terminated, and no further payroll deductions for the 
purchase of shares will be made during the Offering Period.  If  a 
participant withdraws from an Offering Period, payroll deductions will
not resume at the beginning of the succeeding Offering Period unless 
the participant delivers to the Company a new subscription agreement.
          
          (b)  Upon termination of the participant's Continuous Status 
as an Employee prior to the Exercise Date for any reason, including 
retirement or death, the payroll deductions credited to such participant's 
account during the Offering Period but not yet used to exercise the 
option will be returned to such participant or, in case of his or her
death, to the person or persons entitled thereto under paragraph 14, 
and such participant's option will be automatically terminated.

          (c)  In the event an Employee fails to remain in Continuous 
Status as an Employee of the Company for at least twenty (20) hours 
per week during an Offering Period in which the Employee is a 
participant, he or she will be deemed to have elected to withdraw 
from the Plan and the payroll deductions credited to his or her 
account will be refunded to such participant and such participant's 
option terminated.

          (d)  A participant's withdrawal from an Offering Period will 
not have any effect upon his or her eligibility to participate in 
any similar plan which may hereafter be adopted by the Company 
or in succeeding Offering Periods which commence after the 
termination of the Offering Period from which the participant withdraws.

     11.  Interest.  No interest shall accrue on the payroll deductions 
of a participant in the Plan.

     12.  Stock.

          (a)  The maximum number of shares of the Company's Common 
Stock which shall be made available for sale under the Plan shall 
be 12,000,000 shares, subject to adjustment upon changes in 
capitalization of the Company asprovided in paragraph 18.  If on a 
given Exercise Date the number of shares with respect to which 
options are to be exercised exceeds the number of shares then 
available under the Plan, the Company shall make a pro rata allocation 
of the shares remaining available for purchase in as uniform a manner 
as shall be practicable and as it shall determine to be equitable.

          (b)  The participant will have no interest or voting right 
in shares covered by his option until such option has been exercised.

          (c)  Shares to be delivered to a participant under the 
Plan will be registered in the name of the participant or in the 
name of the participant and his or her spouse.

     13.  Administration.  The Plan shall be administered by the 
Board of the Company or a committee of members of the Board appointed 
by the Board.  The administration, interpretation or application of the 
Plan by the Board or its committee shall be final, conclusive and binding 
upon all participants.  Members of the Board who are eligible Employees
are permitted to participate in the Plan, provided that:
          
          (a)  Members of the Board who are eligible to participate in 
the Plan may not vote on any matter affecting the administration of the Plan 
or the grant of any option pursuant to the Plan.

<\PAGE>

<PAGE>    (b)  If a Committee is established to administer the Plan, 
no member of the  Board who is eligible to participate in the Plan may 
be a member of the committee.

     14.  Designation of Beneficiary.

          (a)  A participant may file a written designation of a 
beneficiary who is to receive any shares and cash, if any, from the 
participant's account under the Plan in the event of such participant's 
death subsequent to an Exercise Date on which the option is exercised 
but prior to delivery to such participant of such shares and cash.  
In addition, a participant may file a written designation of a beneficiary 
who is to receive any cash from the participant's account under the Plan 
in the event of such participant's death prior to exercise of the option.

          (b)  Such designation of beneficiary may be changed by the 
participant at any time by written notice. In the event of the death 
of a participant and in the absence of a beneficiary validly designated 
under the Plan who is living at the time of such participant's death, 
the Company shall deliver such shares and/or cash to the executor or
administrator of the estate of the participant, or if no such executor 
or administrator has been appointed (to the knowledge of the Company), 
the Company, in its discretion, may deliver such shares and/or cash to 
the spouse or to any one or more dependents or relatives of the participant, 
or if no spouse, dependent or relative is known to the Company, then 
to such other person as the Company may designate.

     15.  Transferability.  Neither payroll deductions credited to a 
participant's account nor any rights with regard to the exercise of 
an option or to receive shares under the Plan may be assigned, transferred, 
pledged or otherwise disposed of in any way (other than by will, the 
laws of descent and distribution or as provided in paragraph 14 hereof)
by the participant.  Any such attempt at assignment, transfer, pledge 
or other disposition shall be without effect, except that the Company 
may treat such act as an election to withdraw funds from an Offering 
Period in accordance with paragraph 10.

     16.  Use of Funds.  All payroll deductions received or held by the 
Company under the Plan may be used by the Company for any corporate 
purpose, and the Company shall not be obligated to segregate such payroll 
deductions.

     17.  Reports.  Individual accounts will be maintained for each 
participant in the Plan.  Statements of account will be given to 
participating Employees at least annually, which statements will set 
forth the amounts of payroll deductions, the per share purchase price, 
the number of shares purchased and the remaining cash balance, if any.

     18.  Adjustments Upon Changes in Capitalization.  Subject to any 
required action by the shareholders of the Company, the number of shares 
of Common Stock covered by each option under the Plan which has not yet 
been exercised and the number of shares of Common Stock which have been 
authorized for issuance under the Plan but have not yet been placed
under option (collectively, the "Reserves"), as well as the price per 
share of Common Stock covered by each option under the Plan which has 
not yet been exercised, shall be proportionately adjusted for any increase 
or decrease in the number of shares of Common Stock resulting from a 
stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease 
in the number of shares of Common Stock effected without receipt of 
consideration by the Company; provided, however, that conversion of 
any convertible securities of the Company shall not be deemed to have 
been "effected without receipt of consideration".  Such adjustment shall 
be made by the Board, whose determination in that respect shall be final, 
binding and conclusive.  Except as expressly provided herein, no issue by 
the Company of shares of stock of any class, or securities convertible into 
shares of stock of any class, shall affect, and no adjustment by reason 
thereof shall be made with respect to, the number or price of shares of
Common Stock subject to an option.

     The Board may, if it so determines in the exercise of its sole discretion, 
also make provision for adjusting the Reserves, as well as the price per 
share of Common Stock covered by each outstanding option, in the event that 
the Company effects one or more reorganizations, recapitalizations, rights 
offerings or other increases or reductions of shares of its outstanding Common 
Stock, and in the event of a consolidation of the Company or merger with or 
into any other corporation.

     19.  Amendment or Termination.

          (a)  The Board of Directors of the Company may at any time and for 
any reason terminate or amend the Plan.  Except as provided in paragraph 18, 
no such termination can affect options previously granted, provided that an 
Offering Period may be  terminated by the Board of Directors on any Exercise 
Date if the Board determines that the  termination of the Plan is in the 
best interest of the Company and its shareholders.  Except as provided in 
paragraph 18, no amendment may make any change in any option theretofore 
granted which adversely affects the rights of any participant.  In addition, 
to the extent necessary to comply with Rule 16b-3 under the Securities 
Exchange Act of 1934, as amended, or under Section 423 of the Code (or any 
successor rule or provision or any other applicable law or regulation), the
Company shall obtain shareholder approval in such a manner and to such a 
degree as so required.

          (b)  Without shareholder consent and without regard to whether any 
participant rights may be considered to have been "adversely affected," the 
Board (or its committee) shall be entitled to change the Offering Periods, 
limit the frequency and/or number of changes in the amount withheld during 
an Offering Period, establish the exchange ratio applicable to amounts 
withheld in a currency other than U.S. dollars, permit payroll withholding 
in excess of the amount designated by a participant in order to adjust for 
delays or mistakes in the Company's processing of properly completed
withholding elections, establish reasonable waiting and adjustment periods 
and/or accounting and crediting procedures to ensure that amounts applied 
toward the purchase of Common Stock for each participant properly correspond 
with amounts withheld from the participant's Compensation, and establish such 
other limitations or procedures as the Board (or its committee) determines 
in its sole discretion advisable which are consistent with the Plan.
<\PAGE>
<PAGE> 20.  Notices.  All notices or other communications by a participant 
to the Company under or in connection with the Plan shall be deemed to have 
been duly given when received in the form specified by the Company at the 
location, or by the person, designated by the Company for the receipt thereof.

     21.  Conditions Upon Issuance of Shares.   Shares shall not be issued 
with respect to an option unless the exercise of such option and the issuance 
and delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the 
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as 
amended, the rules and regulations promulgated thereunder, and the requirements 
of any stock exchange upon which the shares may then be listed, and shall be 
further subject to the approval of counsel for the Company with respect to 
such compliance.

          As a condition to the exercise of an option, the Company may require 
the person exercising such option to represent and warrant at the time of any 
such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the 
opinion of counsel for the Company, such a representation is required by any 
of the aforementioned applicable provisions of law.

     22.  Term of Plan.  The Plan shall become effective upon the earlier to 
occur of its adoption by the Board of Directors or its approval by the 
shareholders of the Company.  It shall continue in effect for a term of 
twenty (20) years unless sooner terminated under paragraph 19.

     23.  Transfer of Control.  A "Transfer of Control" will be considered 
to have occurred in the event of any of the following occurs with respect 
to the Company:

          (a)  the direct or indirect sale or exchange by the Company's 
shareholders of all or substantially all of the Company's stock where the 
Company's shareholders before the sale or exchange do not retain, directly or
indirectly, at least a majority of the beneficial interest in the Company's 
voting stock; or

          (b)  a merger in which the Company's shareholders before the merger 
do not retain, directly or indirectly, at least a majority of the beneficial 
interest in the Company's voting stock; or

          (c)  the sale, exchange, or transfer of all or substantially all of 
the Company's assets (other than a sale exchange, or transfer to one or 
more corporations where the Company's shareholders before the sale, exchange, 
or transfer retain, directly or indirectly, at least a majority of the 
beneficial interest in the voting stock of the corporation(s) to which the 
assets were transferred).

     In the event of a Transfer of Control, the Board, in its sole discretion, 
will either (i) provide that options granted under the Plan will be fully 
exercisable to the extent of each participant's accumulated withholding for the
Offering Period as of the date prior to the Transfer of Control, as the Board 
determines, or (ii) arrange with the surviving, continuing, successor or 
purchasing corporation, as the case may be, that the corporation assume the
Company's rights and obligations under the Plan.



<\PAGE>
                                        <PAGE>
<PAGE>

                             EXHIBIT A  of Exhibit 4.1
                                        
Name: __________________________________________  Employee Number: _____________
(please print) (First)   (Middle)     (Last)

Address: ______________________________________________________________________
               (Street)            (City)         (State)        (Zip) 
Social Security Number: _______________________________________________________

Novell Office Location: _________________________   Department Number: ________

Today's Date:  ____________________    Enrollment Date:  _____________________

                         NOVELL, INC.
               1989 EMPLOYEE STOCK PURCHASE PLAN
                    SUBSCRIPTION AGREEMENT

_____Original Application
_____Change in Payroll Deduction Rate
_____Change of Beneficiary(ies)

1.   I hereby elect to participate in the Novell, Inc. 1989 Employee Stock 
Purchase Plan (the "Employee Stock Purchase Plan") and subscribe to purchase 
shares of Novell's Common Stock in accordance with this Subscription Agreement 
and the Employee Stock Purchase Plan.

2.   I hereby authorize payroll deductions from each paycheck in the amount 
of ____________ % of my Compensation on each payday (not to exceed 10%) during 
the Offering Period in accordance with the Employee Stock Purchase Plan.  
(Please note that no fractional percentages are permitted.)

3.   I understand that said payroll deductions shall be accumulated for the 
purchase of shares of Common Stock at the applicable purchase price determined 
in accordance with the Employee Stock Purchase Plan.  I understand that if I do
not withdraw from an Offering Period, any accumulated payroll deductions will be
used to automatically exercise my option.

4.   I have received a copy of the complete "Novell, Inc. 1989 Employee Stock 
Purchase Plan."  I understand that my participation in the Employee Stock 
Purchase Plan is in all respects subject to the terms of the Employee Stock 
Purchase Plan.

5.   Shares purchased for me under the Employee Stock Purchase Plan will be 
issued as my name appears in the Human Resource data base or in Joint Tenancy 
as stated below:
________________________________________________________________________________
________________________________________________________________________________

6.   I understand that if I dispose of any shares received by me pursuant to 
the Plan within two (2) years after the Enrollment Date (the first day of the 
Offering Period during which I purchased such shares), I will be treated for
federal income tax purposes as having received ordinary income at the time of 
such disposition in an amount equal to the excess of the fair market value of 
the shares at the time such shares were delivered to me over the price which 
I paid for the shares.  I hereby agree to notify Novell in writing within 30 
days after the date of any such disposition and I will make adequate provision 
for Federal, State, or other tax withholding obligations, if any, which arise 
upon the disposition of the Common Stock.  Novell may, but will not be obligated
to, withhold from my compensation the amount necessary to meet any applicable 
withholding obligation including any withholding necessary to make available 
to the Company any tax deductions or benefits attributable to sale or early 
disposition of common stock by me.  If I dispose of such shares at any time 
after the expiration of the two-year holding period, I understand that I will 
be treated for federal income tax purposes as having received income only at 
the time of such disposition, and that such income will be taxed as ordinary 
income only to the extent of the amount equal to the lesser of (1) the excess 
of the fair market value of the shares at the time of such disposition over 
the purchase price which I paid for the shares, or (2) 15% of the fair market 
value of the shares on the first day of the Offering Period.  The remainder of 
the gain, if any, recognized on such disposition will be taxed as capital gain.

7.   I hereby agree to be bound by the terms of the Employee Stock Purchase 
Plan.  The effectiveness of this Subscription Agreement is dependent upon my 
eligibility to participate in the Employee Stock Purchase Plan.

8.   In the event of my death, I hereby designate the following as my 
beneficiary(ies) to receive all payments and shares due me under the Employee 
Stock Purchase Plan:

NAME OF PRIMARY BENEFICIARY:  (please print)

___________________________________________________  _________________________
(First)           (Middle)            (Last)               (Relationship)
______________________________________________________________________________
(Street Address)                   (City)         (State)     (Zip)




<\PAGE>

<PAGE>


NAME OF SECONDARY BENEFICIARY:  (please print)

____________________________________________________  _________________________
(First)           (Middle)                 (Last)             (Relationship)
______________________________________________________________________________
(Street Address)                          (City)         (State)     (Zip)

9.   It is agreed that this Agreement will be interpreted and construed in 
accordance with the laws of that jurisdiction in which enforcement is sought.  
Should any portion of this Agreement be judicially held to be invalid, 
unenforceable or void, such holding will not have the effect of invalidating 
the remainder of this Agreement or any other part thereof, the parties hereby 
agreeing that the portion so held to be invalid, unenforceable, or void will, 
if possible, be deemed amended or reduced in scope.  This Agreement will 
supersede the terms of any prior agreement or understanding between the 
parties regarding the subject matter hereof, and constitutes the full and 
entire understanding between the parties regarding the subject matter hereof.  
This Agreement may be modified or amended only in writing signed by an officer 
of Novell and me. I agree and acknowledge Novell's "at will" employment policy, 
which is that Novell reserves the right to discontinue my employment at any 
time for any reason or no reason without notice, and that Novell accords me 
the right to discontinue employment at any time for any reason or no reason 
without notice.  Novell agrees and acknowledges that its "at will" employment 
policy may not be enforceable in the jurisdiction in which you are domiciled.
I agree that nothing in this Agreement will be construed as a limitation of 
the rights of Novell to terminate my employment with Novell at any time for 
any reason or no reason, without notice.

I understand  this subscription agreement SHALL remain in effect throughout 
successive offering periods unless terminated by me.

_____________________________ _______________________________________________
DATE                          SIGNATURE OF EMPLOYEE
                                
                                 
\PAGE
<PAGE>
<PAGE>  
                     
                             EXHIBIT B of Exhibit 4.1
                                   
Name: ________________________________________  Employee Number: _____________
(please print) (First)   (Middle)       (Last)
    
Address:  ___________________________________________________________________
             (Street)                      (City)         (State)       (Zip) 
    
Social Security Number:  ___________________________________________________
    
Novell Office Location:  ______________________Department Number: ____________
        
Today's Date:  ____________________Withdrawal Date:  _________________________
    
    
                              NOVELL, INC.
                  1989 EMPLOYEE STOCK PURCHASE PLAN
                         NOTICE OF WITHDRAWAL
                                   
The undersigned participant in the Offering Period of the Novell, Inc. 1989 
Employee Stock Purchase Plan which began on _________________________, 19 ____ 
(the "Enrollment Date") hereby notifies Novell that he or she hereby withdraws 
from the Offering Period.  He or she hereby directs Novell to pay to the 
undersigned as promptly as practicable all the payroll deductions credited to 
his or her account with respect to such Offering Period.  The undersigned 
understands and agrees that his or her option for such Offering Period will 
be automatically terminated.  The undersigned understands further that no 
further payroll deductions will be made for the purchase of shares in the 
current Offering Period and the undersigned shall be eligible to participate 
in succeeding Offering Periods only by delivering to Novell a new Subscription
Agreement.
      
    
  
    
    
    
    Dated:___________  _____________________________________________________
                                Signature of Employee
    
    
    
    
    
    
        
    
    
    
      
<\PAGE>
<PAGE>                                                           EXHIBIT 5.1
                         Wilson, Sonsini, Goodrich and Rosati
                                650 Page Mill Road
                           Palo Alto, California 94304-1050
                                 
                                 
                                                            October 20, 1997
 
Novell, Inc.
122 East 1700 South
Provo, Utah, 84606

Re:     Novell, Inc. 1989 Employee Stock Purchase Plan

Ladies and Gentlemen:

   We have examined the Registration Statement on Form S-8 to be filed by you 
with the Securities and Exchange Commission on or about October 21, 1997, in 
connection with the registration under the Securities Act of 1933, as amended, 
of 4,000,000 shares of your Common Stock (the "Shares") reserved for issuance 
under the Novell, Inc. 1989 Employee Stock Purchase Plan (the "Plan").  As 
your legal counsel, we have examined the proceedings taken and are familiar
with the proceedings proposed to be taken by you in connection with the sale 
and issuance of said Shares.

   It is our opinion that, the Shares, when issued and sold in the manner 
referred to in the Plan and the agreements that accompany the Plan, and in 
accordance with the Company's Restated Certificate of Incorporation, will be 
legally and validly issued, fully paid and nonassessable.

   We consent to the use of this opinion as an exhibit to said Registration 
Statement and further consent to the use of our name wherever appearing in 
said Registration Statement, including the Prospectus constituting a part 
thereof, and amendments thereto.

                                  Very truly yours,

                                  WILSON SONSINI GOODRICH & ROSATI
                                  Professional Corporation

                                  /s/ WILSON SONSINI GOODRICH & ROSATI, P.C.

<\PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 54673}]
{"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": "333-38435", "film-number": "97698949"}, "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 October 21, 1997
                                            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. 1989 EMPLOYEE STOCK PURCHASE 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:
                            Tor R. Braham, Esq.
                     WILSON SONSINI GOODRICH & ROSATI
                         Professional Corporation
                            650 PAGE MILL ROAD
                       PALO ALTO, CALIFORNIA 94304
                             (650)-493-9300

=============================================================================

<\PAGE>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Proposed
            Title of                Amount             Maximum            Proposed 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

-  Issuable under Novell, Inc. 1989
   Employee Stock Purchase Plan       4,000,000         $9.09375 (1)         $36,375,000 (1)          $11,022.73

===================================================================================================================

(1)   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
      October 20, 1997, which average was $9.09375.
\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 26,
     1996, 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, 1997, April 30, 1997 and July 31, 1997, 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 1989 Employee Stock Purchase 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
110,000 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. 
Article VII of the Bylaws of the Registrant 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.

\PAGE
Item 8.        Exhibits.
               --------
   
 Number                                  Document                   
 ------                      ------------------------------  
  4.1                        Novell, Inc. 1989 Employee Stock Purchase Plan, 
                             together with forms of Subscriptions Agreement 
                             and Withdrawl Agreement 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)
                             (see page II-7).

 23.3                        Consent of Counsel (contained in Exhibit 5.1).

 24.1                        Power of Attorney (See page II-6).

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 October 21, 1997.

                                       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.
Signature                                      Title                                Date
--------------------------------   -------------------------------------------  --------------------------

/s/ Eric E. Schmidt                               
--------------------------------   Chairman of the Board, President,                October 21, 1997
Eric E. Schmidt                    Chief Executive Officer and Director
                                   (Principal Executive Officer)

/s/ James R. Tolonen
--------------------------------   Executive Vice President and Chief               October 21, 1997
James R. Tolonen                   Financial Officer (Principal Financial
                                   Officer and Principal Accounting
                                   Officer)
/s/ Elaine R. Bond
--------------------------------   Director                                         October 21, 1997
Elaine R. Bond

/s/ Hans-Werner Hector
--------------------------------   Director                                         October 21, 1997
Hans-Werner Hector

/s/ Jack L. Messman
--------------------------------   Director                                         October 21, 1997
Jack L. Messman

/s/ Larry W. Sonsini
--------------------------------   Director                                         October 21, 1997
Larry W. Sonsini

/s/ Ian R. Wilson
--------------------------------   Director                                         October 21, 1997
Ian R. Wilson

/s/ John A. Young
--------------------------------   Director                                         October 21, 1997
John A. Young
\PAGE
EXHIBIT 23.1

              CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration Statement
(Form S-8) and the related prospectus pertaining to the Employee Stock Purchase
Plan of Novell, Inc. of our report dated November 26, 1996,  with respect to
the consolidated financial statements of Novell, Inc. incorporated by reference
in the Annual Report (Form 10-K) for the year ended October 26, 1996 and the
related financial statement schedule included therein, filed with the
Securities and Exchange Commission.

 /s/ ERNST & YOUNG LLP
 ERNST & YOUNG LLP

San Jose, California
October 20, 1997

<\PAGE>
INDEX TO EXHIBITS
                              -----------------

  Exhibit
  Number                               Description
---------  ---------------------------------------------------------------------

  4.1      Novell, Inc. 1989 Employee Stock Purchase Plan, together with forms
           of Subscription agreement and Withdrawal Agreement 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) (see page II-7).

 23.3      Consent of Counsel (contained in Exhibit 5.1).

 24.1      Power of Attorney (See page II-6).

<\PAGE>
Exhibit 4.1

                           NOVELL, INC.

                1989 EMPLOYEE STOCK PURCHASE PLAN
                    (As amended May 2, 1997)

     The following constitute the provisions of the 1989 Stock Purchase Plan 
of Novell, Inc.

     1.   Purpose.  The purpose of the Plan is to provide employees of the 
Company and its Designated Subsidiaries with an opportunity to purchase Common 
Stock of the Company through accumulated payroll deductions.  It is the 
intention of the Company to have the Plan qualify as an "Employee Stock 
Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as
amended.  The provisions of the Plan shall, accordingly, be construed so as to 
extend and limit participation in a manner consistent with the requirements of
that section of the Code.

     2.   Definitions.

          (a)  "Board" shall mean the Board of Directors of the Company.

          (b)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (c)  "Common Stock" shall mean the Common Stock of the Company.

          (d)  "Company" shall mean Novell, Inc.

          (e)  "Compensation" shall mean all payments for base straight time 
and all sales commission not in excess of target income.

          (f)  "Continuous Status as an Employee" shall mean the absence of any
 interruption or termination of service as an Employee.  Continuous Status as 
an Employee shall not be considered interrupted in the case of a leave of
absence agreed to in writing by the Company, provided that such leave is for 
a period of not more than 90 days or reemployment upon the expiration of such 
leave is guaranteed by contract or statute.

          (g)  "Designated Subsidiaries" shall mean the Subsidiaries which 
have been designated by the Board from time to time in its sole discretion as 
eligible to participate in the Plan.
          
          (h)  "Employee" shall mean any person, including an officer, 
whose customary employment with the Company or any Designated Subsidiary is 
at least twenty (20) hours per week and more than five (5) months in any 
calendar year.

          (i)  "Enrollment Date" shall mean the first day of each Offering 
Period.

          (j)  "Exercise Date" shall mean the last day of each Offering Period.

          (k)  "Offering Period" shall mean, except with respect to the first 
Offering Period as described herein, a period of six (6) months during which 
an option granted pursuant to the Plan may be exercised.   The second Offering
Period shall commence with the beginning of the regular payroll period falling 
closest to May 1, 1990 and end with the end of the regular payroll period 
closest to October 31, 1990.  Subsequent periods shall be as stated in 
Section 4 below.

          (l)  "Plan" shall mean this 1989 Employee Stock Purchase Plan.

          (m)  "Subsidiary" shall mean a corporation, domestic or foreign, 
of which not less than 50% of the voting shares are held by the Company or a 
Subsidiary, whether or not such corporation now exists or is hereafter 
organized or acquired by the Company or a Subsidiary.

     3.   Eligibility.

          (a)  Any Employee as defined in paragraph 2 who is employed by 
the Company on a given Enrollment Date shall be eligible to participate 
in the Plan.

          (b)  Any provisions of the Plan to the contrary notwithstanding, 
no Employee shall be granted an option under the Plan (i) if, immediately 
after the grant, such Employee (or any other person whose stock would be 
attributed to such Employee pursuant to Section 425 (d) of the Code) would 
own stock and/or hold outstanding options to purchase stock possessing 
five percent (5%) or more of the total combined voting power or value of all 
classes of stock of the Company or of any subsidiary of the Company, or 
(ii)  which permits his or her rights to purchase stock under all
employee stock purchase plans of the Company and its subsidiaries to 
accrue at a rate which exceeds Twenty-five Thousand Dollars ($25,000) 
worth of stock (determined at the fair market value of the shares at the 
time such option is granted) for each calendar year in which such option 
is outstanding at any time.

<\PAGE>
4.   Offering Periods.  The Plan shall be implemented by consecutive 
Offering Periods with a new Offering Period commencing with the beginning 
of the regular payroll period falling closest to May 1 and November 1 of 
each year; provided, however, that the first Offering Period shall commence 
with the beginning of the regular payroll period falling closest to September 
25, 1989 and end with the end of the regular payroll period falling closest 
to April 30, 1990.  The Plan shall continue thereafter until terminated in 
accordance with paragraph 19 hereof.  Subject to the shareholder approval 
requirements of paragraph 19, the Board of Directors of the Company shall 
have the power to change the duration of Offering Periods with respect to 
future offerings without shareholder approval if such change is announced 
at least fifteen (15) days prior to the scheduled beginning of the first 
Offering Period to be affected. 
     5.   Participation.

          (a)  An eligible Employee may become a participant in the Plan 
by completing a subscription agreement authorizing payroll deductions in 
the form of Exhibit A to this Plan and filing it with the Company's payroll 
office at least five (5) business days prior to the applicable Enrollment 
Date, unless a later time for filing the subscription agreement is set by 
the Board for all eligible Employees with respect to a given Offering Period.

          (b)  Payroll deductions for a participant shall commence on the 
first payroll following the Enrollment Date and shall end on the last payroll 
in the Offering Period to which such authorization is applicable, unless 
sooner terminated by the participant as provided in paragraph 10.

     6.   Payroll Deductions.

          (a)  At the time a participant files his or her subscription 
agreement, he or she shall elect to have payroll deductions made on each 
payday during the Offering Period in an amount not exceeding ten percent 
(10%) of the Compensation which he receives on each payday during the 
Offering Period, and the aggregate of such payroll deductions during the 
Offering Period shall not exceed ten percent (10%) of the participant's 
Compensation during said Offering Period.

          (b)  All payroll deductions made for a participant shall be 
credited to his or her account under the Plan and will be withheld in 
whole percentages only.  A participant may not make any additional 
payments into such account.
          (c)  A participant may discontinue his or her participation 
in the Plan as provided in paragraph 10, or may decrease, or (if the 
Board or its committee shall determine) may increase, the rate of his 
or her payroll deductions during the Offering Period (within the 
limitations of Section 16(a)) by completing or filing with the Company 
a new subscription agreement authorizing a change in payroll deduction rate.  
The Board shall be authorized to limit the number of participation rate 
changes during any Offering Period.  The change in rate shall be effective 
with the first full payroll period following five (5) business days after 
the Company's receipt of the new subscription agreement unless the Company 
elects to process a given change in participation more quickly.  A 
participant's subscription agreement shall remain in effect for successive 
Offering Periods unless revised as provided herein or terminated as
provided in paragraph 10.

          (d)  Notwithstanding the foregoing, to the extent necessary to 
comply with Section 423 (b) (8) of the Code and paragraph 3 (b) herein, 
a participant's payroll deductions may be decreased to 0% at such time 
during any Offering Period which is scheduled to end during the current 
calendar year (the "Current Offering Period") that the aggregate of all 
payroll deductions which were previously used to purchase stock under the 
Plan in a prior Offering Period which ended during that calendar year plus 
all payroll deductions accumulated with respect to the Current Offering Period
equal $21,250. Payroll deductions shall recommence at the rate provided in 
such participant's subscription agreement at the beginning of the first 
Offering Period which is scheduled to end in the following calendar year, 
unless terminated by the participant as provided in paragraph 10.

          (e)  At the time the option is exercised, in whole or in part, 
or at the time some or all of the Company's Common Stock issued under the 
Plan is disposed of, the participant must make adequate provision for the 
Company's federal, state, or other tax withholding obligations, if any, 
which arise upon the exercise of the option or the disposition of the Common 
Stock.  At any time, the Company may, but will not be obligated to, withhold 
from the participant's compensation the amount necessary for the Company to 
meet applicable withholding obligations, including any withholding required 
to make available to the Company any tax deductions or benefits attributable 
to sale or early disposition of Common Stock by the Employee.

     7.   Grant of Option.

          (a)  On the Enrollment Date of each Offering Period, each eligible 
Employee participating in such Offering Period shall be granted an option 
to purchase on each Exercise Date during such Offering Period up to a number 
of shares of the Company's Common Stock determined by dividing such Employee's 
payroll deductions accumulated prior to such Exercise Date and retained in 
the Participant's account as of the Exercise Date by the lower of (i) 
eighty-five percent (85%) of the fair market value of a share of the Company's 
Common Stock on the Enrollment Date or (ii) eighty-five percent (85%) of the 
fair market value of a share of the Company's Common Stock on the Exercise 
Date; provided that in no event shall an Employee be permitted to purchase 
during each Offering Period more than a number of shares determined
by dividing $12,500 by the fair market value of a share of the Company's 
Common Stock on the Enrollment date, and provided further that such purchase 
shall be subject to the limitations set forth in Section 3 (b) and 12 hereof. 
Exercise of the option shall occur as provided in Section 8, unless the 
participant has withdrawn pursuant to Section 10, and shall expire on the 
last day of the Offering Period.  Fair market value of a share of the 
Company's Common Stock shall be determined as provided in Section 7 (b) herein.

<\PAGE>
(b)  The option price per share of the shares offered in a given 
Offering Period shall be lower of: (i) 85% of the fair market value of a 
share of the Common Stock of the Company on the Enrollment Date; or (ii) 
85% of the fair market value of a share of the Common Stock of the Company 
on the Exercise Date.  The fair market value of the Company's Common Stock 
on a given date shall be determined by the Board in its discretion; provided, 
however, that where there is a public market for the Common Stock, the fair 
market value per share shall be the closing bid price of the Common System, 
or, in the event the Common Stock is listed on a stock exchange, the fair 
market value per share will be the closing price on such exchange on such 
date, as reported in the Wall Street Journal.  In the event the Enrollment
Date or the Exercise Date occurs on a weekend or legal holiday, the fair 
market value shall be based on the closing bid price on the next trading day.

     8.   Exercise of Option.  Unless a participant withdraws from the Plan 
as provided in paragraph 10 below, his or her option for the purchase of 
shares will be exercised automatically on the Exercise Date, and the maximum 
number of full shares subject to  option shall be purchased for such 
participant at the applicable option price with the accumulated payroll 
deductions in his or her account.  No fractional shares will be purchased 
and any payroll deductions accumulated in a participant's account which are 
not used to purchase shares shall be refunded to the participant or retained 
in the participant's account for the subsequent Offering Period, as the Board 
or its committee shall determine, subject to an earlier withdrawal by the 
participant as provided in paragraph 10.  During a participant's lifetime, a
participant's option to purchase shares hereunder is exercisable only by him 
or her.

     9.   Delivery.  As promptly as practicable after each Exercise Date on 
which a purchase of shares occurs, the Company shall arrange the delivery to 
each participant, as appropriate, of a certificate representing the shares
purchased upon exercise of his or her option.

     10.  Withdrawal; Termination of Employment.

          (a)  A participant may withdraw all but not less than all the 
payroll deductions credited to his or her account and not yet used to 
exercise his or her option under the Plan at any time by giving written 
notice to the Company in the form of Exhibit B to this Plan.  All of the 
participant's payroll deductions credited to his or her account will be 
paid to such participant promptly after receipt of notice of withdrawal 
and such participant's option for the Offering Period will be 
automatically terminated, and no further payroll deductions for the 
purchase of shares will be made during the Offering Period.  If  a 
participant withdraws from an Offering Period, payroll deductions will
not resume at the beginning of the succeeding Offering Period unless 
the participant delivers to the Company a new subscription agreement.
          
          (b)  Upon termination of the participant's Continuous Status 
as an Employee prior to the Exercise Date for any reason, including 
retirement or death, the payroll deductions credited to such participant's 
account during the Offering Period but not yet used to exercise the 
option will be returned to such participant or, in case of his or her
death, to the person or persons entitled thereto under paragraph 14, 
and such participant's option will be automatically terminated.

          (c)  In the event an Employee fails to remain in Continuous 
Status as an Employee of the Company for at least twenty (20) hours 
per week during an Offering Period in which the Employee is a 
participant, he or she will be deemed to have elected to withdraw 
from the Plan and the payroll deductions credited to his or her 
account will be refunded to such participant and such participant's 
option terminated.

          (d)  A participant's withdrawal from an Offering Period will 
not have any effect upon his or her eligibility to participate in 
any similar plan which may hereafter be adopted by the Company 
or in succeeding Offering Periods which commence after the 
termination of the Offering Period from which the participant withdraws.

     11.  Interest.  No interest shall accrue on the payroll deductions 
of a participant in the Plan.

     12.  Stock.

          (a)  The maximum number of shares of the Company's Common 
Stock which shall be made available for sale under the Plan shall 
be 12,000,000 shares, subject to adjustment upon changes in 
capitalization of the Company asprovided in paragraph 18.  If on a 
given Exercise Date the number of shares with respect to which 
options are to be exercised exceeds the number of shares then 
available under the Plan, the Company shall make a pro rata allocation 
of the shares remaining available for purchase in as uniform a manner 
as shall be practicable and as it shall determine to be equitable.

          (b)  The participant will have no interest or voting right 
in shares covered by his option until such option has been exercised.

          (c)  Shares to be delivered to a participant under the 
Plan will be registered in the name of the participant or in the 
name of the participant and his or her spouse.

     13.  Administration.  The Plan shall be administered by the 
Board of the Company or a committee of members of the Board appointed 
by the Board.  The administration, interpretation or application of the 
Plan by the Board or its committee shall be final, conclusive and binding 
upon all participants.  Members of the Board who are eligible Employees
are permitted to participate in the Plan, provided that:
          
          (a)  Members of the Board who are eligible to participate in 
the Plan may not vote on any matter affecting the administration of the Plan 
or the grant of any option pursuant to the Plan.

<\PAGE>
(b)  If a Committee is established to administer the Plan, 
no member of the  Board who is eligible to participate in the Plan may 
be a member of the committee.

     14.  Designation of Beneficiary.

          (a)  A participant may file a written designation of a 
beneficiary who is to receive any shares and cash, if any, from the 
participant's account under the Plan in the event of such participant's 
death subsequent to an Exercise Date on which the option is exercised 
but prior to delivery to such participant of such shares and cash.  
In addition, a participant may file a written designation of a beneficiary 
who is to receive any cash from the participant's account under the Plan 
in the event of such participant's death prior to exercise of the option.

          (b)  Such designation of beneficiary may be changed by the 
participant at any time by written notice. In the event of the death 
of a participant and in the absence of a beneficiary validly designated 
under the Plan who is living at the time of such participant's death, 
the Company shall deliver such shares and/or cash to the executor or
administrator of the estate of the participant, or if no such executor 
or administrator has been appointed (to the knowledge of the Company), 
the Company, in its discretion, may deliver such shares and/or cash to 
the spouse or to any one or more dependents or relatives of the participant, 
or if no spouse, dependent or relative is known to the Company, then 
to such other person as the Company may designate.

     15.  Transferability.  Neither payroll deductions credited to a 
participant's account nor any rights with regard to the exercise of 
an option or to receive shares under the Plan may be assigned, transferred, 
pledged or otherwise disposed of in any way (other than by will, the 
laws of descent and distribution or as provided in paragraph 14 hereof)
by the participant.  Any such attempt at assignment, transfer, pledge 
or other disposition shall be without effect, except that the Company 
may treat such act as an election to withdraw funds from an Offering 
Period in accordance with paragraph 10.

     16.  Use of Funds.  All payroll deductions received or held by the 
Company under the Plan may be used by the Company for any corporate 
purpose, and the Company shall not be obligated to segregate such payroll 
deductions.

     17.  Reports.  Individual accounts will be maintained for each 
participant in the Plan.  Statements of account will be given to 
participating Employees at least annually, which statements will set 
forth the amounts of payroll deductions, the per share purchase price, 
the number of shares purchased and the remaining cash balance, if any.

     18.  Adjustments Upon Changes in Capitalization.  Subject to any 
required action by the shareholders of the Company, the number of shares 
of Common Stock covered by each option under the Plan which has not yet 
been exercised and the number of shares of Common Stock which have been 
authorized for issuance under the Plan but have not yet been placed
under option (collectively, the "Reserves"), as well as the price per 
share of Common Stock covered by each option under the Plan which has 
not yet been exercised, shall be proportionately adjusted for any increase 
or decrease in the number of shares of Common Stock resulting from a 
stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease 
in the number of shares of Common Stock effected without receipt of 
consideration by the Company; provided, however, that conversion of 
any convertible securities of the Company shall not be deemed to have 
been "effected without receipt of consideration".  Such adjustment shall 
be made by the Board, whose determination in that respect shall be final, 
binding and conclusive.  Except as expressly provided herein, no issue by 
the Company of shares of stock of any class, or securities convertible into 
shares of stock of any class, shall affect, and no adjustment by reason 
thereof shall be made with respect to, the number or price of shares of
Common Stock subject to an option.

     The Board may, if it so determines in the exercise of its sole discretion, 
also make provision for adjusting the Reserves, as well as the price per 
share of Common Stock covered by each outstanding option, in the event that 
the Company effects one or more reorganizations, recapitalizations, rights 
offerings or other increases or reductions of shares of its outstanding Common 
Stock, and in the event of a consolidation of the Company or merger with or 
into any other corporation.

     19.  Amendment or Termination.

          (a)  The Board of Directors of the Company may at any time and for 
any reason terminate or amend the Plan.  Except as provided in paragraph 18, 
no such termination can affect options previously granted, provided that an 
Offering Period may be  terminated by the Board of Directors on any Exercise 
Date if the Board determines that the  termination of the Plan is in the 
best interest of the Company and its shareholders.  Except as provided in 
paragraph 18, no amendment may make any change in any option theretofore 
granted which adversely affects the rights of any participant.  In addition, 
to the extent necessary to comply with Rule 16b-3 under the Securities 
Exchange Act of 1934, as amended, or under Section 423 of the Code (or any 
successor rule or provision or any other applicable law or regulation), the
Company shall obtain shareholder approval in such a manner and to such a 
degree as so required.

          (b)  Without shareholder consent and without regard to whether any 
participant rights may be considered to have been "adversely affected," the 
Board (or its committee) shall be entitled to change the Offering Periods, 
limit the frequency and/or number of changes in the amount withheld during 
an Offering Period, establish the exchange ratio applicable to amounts 
withheld in a currency other than U.S. dollars, permit payroll withholding 
in excess of the amount designated by a participant in order to adjust for 
delays or mistakes in the Company's processing of properly completed
withholding elections, establish reasonable waiting and adjustment periods 
and/or accounting and crediting procedures to ensure that amounts applied 
toward the purchase of Common Stock for each participant properly correspond 
with amounts withheld from the participant's Compensation, and establish such 
other limitations or procedures as the Board (or its committee) determines 
in its sole discretion advisable which are consistent with the Plan.
<\PAGE>
20.  Notices.  All notices or other communications by a participant 
to the Company under or in connection with the Plan shall be deemed to have 
been duly given when received in the form specified by the Company at the 
location, or by the person, designated by the Company for the receipt thereof.

     21.  Conditions Upon Issuance of Shares.   Shares shall not be issued 
with respect to an option unless the exercise of such option and the issuance 
and delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the 
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as 
amended, the rules and regulations promulgated thereunder, and the requirements 
of any stock exchange upon which the shares may then be listed, and shall be 
further subject to the approval of counsel for the Company with respect to 
such compliance.

          As a condition to the exercise of an option, the Company may require 
the person exercising such option to represent and warrant at the time of any 
such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the 
opinion of counsel for the Company, such a representation is required by any 
of the aforementioned applicable provisions of law.

     22.  Term of Plan.  The Plan shall become effective upon the earlier to 
occur of its adoption by the Board of Directors or its approval by the 
shareholders of the Company.  It shall continue in effect for a term of 
twenty (20) years unless sooner terminated under paragraph 19.

     23.  Transfer of Control.  A "Transfer of Control" will be considered 
to have occurred in the event of any of the following occurs with respect 
to the Company:

          (a)  the direct or indirect sale or exchange by the Company's 
shareholders of all or substantially all of the Company's stock where the 
Company's shareholders before the sale or exchange do not retain, directly or
indirectly, at least a majority of the beneficial interest in the Company's 
voting stock; or

          (b)  a merger in which the Company's shareholders before the merger 
do not retain, directly or indirectly, at least a majority of the beneficial 
interest in the Company's voting stock; or

          (c)  the sale, exchange, or transfer of all or substantially all of 
the Company's assets (other than a sale exchange, or transfer to one or 
more corporations where the Company's shareholders before the sale, exchange, 
or transfer retain, directly or indirectly, at least a majority of the 
beneficial interest in the voting stock of the corporation(s) to which the 
assets were transferred).

     In the event of a Transfer of Control, the Board, in its sole discretion, 
will either (i) provide that options granted under the Plan will be fully 
exercisable to the extent of each participant's accumulated withholding for the
Offering Period as of the date prior to the Transfer of Control, as the Board 
determines, or (ii) arrange with the surviving, continuing, successor or 
purchasing corporation, as the case may be, that the corporation assume the
Company's rights and obligations under the Plan.

<\PAGE>
EXHIBIT A  of Exhibit 4.1
                                        
Name: __________________________________________  Employee Number: _____________
(please print) (First)   (Middle)     (Last)

Address: ______________________________________________________________________
               (Street)            (City)         (State)        (Zip) 
Social Security Number: _______________________________________________________

Novell Office Location: _________________________   Department Number: ________

Today's Date:  ____________________    Enrollment Date:  _____________________

                         NOVELL, INC.
               1989 EMPLOYEE STOCK PURCHASE PLAN
                    SUBSCRIPTION AGREEMENT

_____Original Application
_____Change in Payroll Deduction Rate
_____Change of Beneficiary(ies)

1.   I hereby elect to participate in the Novell, Inc. 1989 Employee Stock 
Purchase Plan (the "Employee Stock Purchase Plan") and subscribe to purchase 
shares of Novell's Common Stock in accordance with this Subscription Agreement 
and the Employee Stock Purchase Plan.

2.   I hereby authorize payroll deductions from each paycheck in the amount 
of ____________ % of my Compensation on each payday (not to exceed 10%) during 
the Offering Period in accordance with the Employee Stock Purchase Plan.  
(Please note that no fractional percentages are permitted.)

3.   I understand that said payroll deductions shall be accumulated for the 
purchase of shares of Common Stock at the applicable purchase price determined 
in accordance with the Employee Stock Purchase Plan.  I understand that if I do
not withdraw from an Offering Period, any accumulated payroll deductions will be
used to automatically exercise my option.

4.   I have received a copy of the complete "Novell, Inc. 1989 Employee Stock 
Purchase Plan."  I understand that my participation in the Employee Stock 
Purchase Plan is in all respects subject to the terms of the Employee Stock 
Purchase Plan.

5.   Shares purchased for me under the Employee Stock Purchase Plan will be 
issued as my name appears in the Human Resource data base or in Joint Tenancy 
as stated below:
________________________________________________________________________________
________________________________________________________________________________

6.   I understand that if I dispose of any shares received by me pursuant to 
the Plan within two (2) years after the Enrollment Date (the first day of the 
Offering Period during which I purchased such shares), I will be treated for
federal income tax purposes as having received ordinary income at the time of 
such disposition in an amount equal to the excess of the fair market value of 
the shares at the time such shares were delivered to me over the price which 
I paid for the shares.  I hereby agree to notify Novell in writing within 30 
days after the date of any such disposition and I will make adequate provision 
for Federal, State, or other tax withholding obligations, if any, which arise 
upon the disposition of the Common Stock.  Novell may, but will not be obligated
to, withhold from my compensation the amount necessary to meet any applicable 
withholding obligation including any withholding necessary to make available 
to the Company any tax deductions or benefits attributable to sale or early 
disposition of common stock by me.  If I dispose of such shares at any time 
after the expiration of the two-year holding period, I understand that I will 
be treated for federal income tax purposes as having received income only at 
the time of such disposition, and that such income will be taxed as ordinary 
income only to the extent of the amount equal to the lesser of (1) the excess 
of the fair market value of the shares at the time of such disposition over 
the purchase price which I paid for the shares, or (2) 15% of the fair market 
value of the shares on the first day of the Offering Period.  The remainder of 
the gain, if any, recognized on such disposition will be taxed as capital gain.

7.   I hereby agree to be bound by the terms of the Employee Stock Purchase 
Plan.  The effectiveness of this Subscription Agreement is dependent upon my 
eligibility to participate in the Employee Stock Purchase Plan.

8.   In the event of my death, I hereby designate the following as my 
beneficiary(ies) to receive all payments and shares due me under the Employee 
Stock Purchase Plan:

NAME OF PRIMARY BENEFICIARY:  (please print)

___________________________________________________  _________________________
(First)           (Middle)            (Last)               (Relationship)
______________________________________________________________________________
(Street Address)                   (City)         (State)     (Zip)

<\PAGE>
NAME OF SECONDARY BENEFICIARY:  (please print)

____________________________________________________  _________________________
(First)           (Middle)                 (Last)             (Relationship)
______________________________________________________________________________
(Street Address)                          (City)         (State)     (Zip)

9.   It is agreed that this Agreement will be interpreted and construed in 
accordance with the laws of that jurisdiction in which enforcement is sought.  
Should any portion of this Agreement be judicially held to be invalid, 
unenforceable or void, such holding will not have the effect of invalidating 
the remainder of this Agreement or any other part thereof, the parties hereby 
agreeing that the portion so held to be invalid, unenforceable, or void will, 
if possible, be deemed amended or reduced in scope.  This Agreement will 
supersede the terms of any prior agreement or understanding between the 
parties regarding the subject matter hereof, and constitutes the full and 
entire understanding between the parties regarding the subject matter hereof.  
This Agreement may be modified or amended only in writing signed by an officer 
of Novell and me. I agree and acknowledge Novell's "at will" employment policy, 
which is that Novell reserves the right to discontinue my employment at any 
time for any reason or no reason without notice, and that Novell accords me 
the right to discontinue employment at any time for any reason or no reason 
without notice.  Novell agrees and acknowledges that its "at will" employment 
policy may not be enforceable in the jurisdiction in which you are domiciled.
I agree that nothing in this Agreement will be construed as a limitation of 
the rights of Novell to terminate my employment with Novell at any time for 
any reason or no reason, without notice.

I understand  this subscription agreement SHALL remain in effect throughout 
successive offering periods unless terminated by me.

_____________________________ _______________________________________________
DATE                          SIGNATURE OF EMPLOYEE
                                
                                 
\PAGE
EXHIBIT B of Exhibit 4.1
                                   
Name: ________________________________________  Employee Number: _____________
(please print) (First)   (Middle)       (Last)
    
Address:  ___________________________________________________________________
             (Street)                      (City)         (State)       (Zip) 
    
Social Security Number:  ___________________________________________________
    
Novell Office Location:  ______________________Department Number: ____________
        
Today's Date:  ____________________Withdrawal Date:  _________________________
    
    
                              NOVELL, INC.
                  1989 EMPLOYEE STOCK PURCHASE PLAN
                         NOTICE OF WITHDRAWAL
                                   
The undersigned participant in the Offering Period of the Novell, Inc. 1989 
Employee Stock Purchase Plan which began on _________________________, 19 ____ 
(the "Enrollment Date") hereby notifies Novell that he or she hereby withdraws 
from the Offering Period.  He or she hereby directs Novell to pay to the 
undersigned as promptly as practicable all the payroll deductions credited to 
his or her account with respect to such Offering Period.  The undersigned 
understands and agrees that his or her option for such Offering Period will 
be automatically terminated.  The undersigned understands further that no 
further payroll deductions will be made for the purchase of shares in the 
current Offering Period and the undersigned shall be eligible to participate 
in succeeding Offering Periods only by delivering to Novell a new Subscription
Agreement.
      
    
  
    
    
    
    Dated:___________  _____________________________________________________
                                Signature of Employee
    
    
    
    
    
    
        
    
    
    
      
<\PAGE>
EXHIBIT 5.1
                         Wilson, Sonsini, Goodrich and Rosati
                                650 Page Mill Road
                           Palo Alto, California 94304-1050
                                 
                                 
                                                            October 20, 1997
 
Novell, Inc.
122 East 1700 South
Provo, Utah, 84606

Re:     Novell, Inc. 1989 Employee Stock Purchase Plan

Ladies and Gentlemen:

   We have examined the Registration Statement on Form S-8 to be filed by you 
with the Securities and Exchange Commission on or about October 21, 1997, in 
connection with the registration under the Securities Act of 1933, as amended, 
of 4,000,000 shares of your Common Stock (the "Shares") reserved for issuance 
under the Novell, Inc. 1989 Employee Stock Purchase Plan (the "Plan").  As 
your legal counsel, we have examined the proceedings taken and are familiar
with the proceedings proposed to be taken by you in connection with the sale 
and issuance of said Shares.

   It is our opinion that, the Shares, when issued and sold in the manner 
referred to in the Plan and the agreements that accompany the Plan, and in 
accordance with the Company's Restated Certificate of Incorporation, will be 
legally and validly issued, fully paid and nonassessable.

   We consent to the use of this opinion as an exhibit to said Registration 
Statement and further consent to the use of our name wherever appearing in 
said Registration Statement, including the Prospectus constituting a part 
thereof, and amendments thereto.

                                  Very truly yours,

                                  WILSON SONSINI GOODRICH & ROSATI
                                  Professional Corporation

                                  /s/ WILSON SONSINI GOODRICH & ROSATI, P.C.

<\PAGE>