As filed with the Securities and Exchange Commission on July XX, 2000

                                                     Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  NOVELL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
          DELAWARE                                               87-0393339
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)

                             1800 SOUTH NOVELL PLACE
                                 PROVO, UT 84606
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                         NONQUALIFIED STOCK OPTION PLAN
                          NOVELL, INC. 2000 STOCK PLAN

                             RYAN L. RICHARDS, ESQ.
                             ACTING GENERAL COUNSEL
                                  NOVELL, INC.
                             1800 SOUTH NOVELL PLACE
                                 PROVO, UT 84057
                                 (801) 222-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

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


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                                       <C>                       <C>                    <C>                    <C>
========================================= ========================= ====================== ====================== ==================
                                                                      PROPOSED MAXIMUM       PROPOSED MAXIMUM
                                                                     OFFERING PRICE PER     AGGREGATE OFFERING        AMOUNT OF
  TITLE OF SECURITIES TO BE REGISTERED    AMOUNT TO BE REGISTERED           SHARE                  PRICE           REGISTRATION FEE
========================================= ========================= ====================== ====================== ==================
Common Stock
  $0.10 par value issuable under:
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
-Upon exercise of options under Novell,
Inc. 2000 Nonqualified Stock Option Plan         16,000,000               $9.188(1)         $147,008,000.00(1)        $40,868.08
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
-Upon exercise of options under Novell,
Inc. 2000 Stock Plan                             16,000,000               $9.188(1)          $147,008,000.00(1)       $40,868.08
========================================= ========================= ====================== ====================== ==================
Total                                            32,000,000                                  $294,016,000.00          $81,736.16
====================================================================================================================================
</TABLE>

(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 July 11, 2000, which average was $9.188.
--------------------------------------------------------------------------------

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



<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

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

         2. The  Registrant's  Annual  Report  on Form  10-K for the year  ended
October 31, 1999, 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,  2000 and April 30, 2000 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 2000  Nonqualified  Stock Option
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
205,000 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

                                      II-1
<PAGE>

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.

ITEM 8.  EXHIBITS.

<TABLE>
<S>                        <C>

       NUMBER                                                      DOCUMENT
         4.1               Novell,  Inc.  2000  Nonqualified  Stock  Option Plan and forms of agreement  currently  used
                           thereunder.
         4.2               Novell, Inc. 2000 Stock Plan and forms of agreement currently used thereunder.
         5.1               Opinion of Wilson Sonsini Goodrich & Rosati with respect to the securities being registered.
        23.1               Consent of Independent Auditors (Ernst & Young LLP).
        23.3               Consent of Counsel (contained in Exhibit 5.1).
        24.1               Power of Attorney (See page II-5).
</TABLE>

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


                                      II-2
<PAGE>

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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  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.




                                      II-3
<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 July 12, 2000.

                                  NOVELL, INC.

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




                                  II-4
<PAGE>


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  hereby  constitutes  and  appoints  Eric E.  Schmidt and Ryan L.
Richards and each of them acting individually,  as his  attorneys-in-fact,  each
with full power of substitution,  for him in any and all capacities, to sign any
and all amendments to this  Registration  Statement,  and to file the same, with
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and  Exchange  Commission,   hereby  ratifying  and  confirming  our
signatures as they may be signed by our said attorney to any and all  amendments
said Registration Statement.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated:

<TABLE>
<S>                                               <C>                                                <C>

                   SIGNATURE                                         TITLE                                DATE

              /S/ ERIC E. SCHMIDT                 Chairman of the Board, President, Chief            July 12, 2000
              --------------------                Executive Officer and Director (Principal
                Eric E. Schmidt                   Executive Officer)
                                                  Senior Vice President and Chief Financial

               /S/ DENNIS R. RANEY                Officer (Principal Financial Officer and           July 12, 2000
              --------------------                Principal Accounting Officer)
                Dennis R. Raney

               /S/ JOHN A. YOUNG                  Vice Chairman of the Board and Director            July 12, 2000
               ------------------
                 John A. Young

              /S/ ELAINE R. BOND                  Director                                           July 12, 2000
              -------------------
                 Elaine R. Bond

            /S/ HANS-WERNER HECTOR                Director                                           July 12, 2000
            -----------------------
               Hans-Werner Hector

               /S/ REED E. HUNDT                  Director                                           July 12, 2000
               ------------------
                 Reed E. Hundt

                                                  Director                                           July 12, 2000
              -------------------
                 William N. Joy

              /S/ JACK L. MESSMAN                 Director                                           July 12, 2000
              --------------------
                Jack L. Messman

             /S/ RICHARD L. NOLAN                 Director                                           July 12, 2000
             ---------------------
                Richard L. Nolan

                                                  Director                                           July 12, 2000
              --------------------
                Larry W. Sonsini
</TABLE>





                                      II-5
<PAGE>



                                INDEX TO EXHIBITS

                                  EXHIBIT INDEX

<TABLE>
<S>                        <C>

         EXHIBIT
         NUMBER                                            DESCRIPTION
         4.1               Novell,  Inc.  2000  Nonqualified  Stock Option Plan and forms of agreement
                           currently used thereunder.
         4.2               Novell,  Inc. 2000 Stock Option Plan and forms of agreement  currently used
                           thereunder.
         5.1               Opinion of Wilson Sonsini  Goodrich & Rosati with respect to the securities
                           being registered.
        23.1               Consent of Independent Auditors (Ernst & Young LLP) (see page II-7).
        23.3               Consent of Counsel (contained in Exhibit 5.1).
        24.1               Power of Attorney (See page II-5).
</TABLE>



<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17472}]
{"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": "333-41328", "film-number": "672265"}, "business-address": {"street1": "1800 SOUTH NOVELL PLACE", "city": "PROVO", "state": "UT", "zip": "84606", "phone": "801-861-7000"}, "mail-address": {"street1": "1800 SOUTH NOVELL PLACE", "city": "PROVO", "state": "UT", "zip": "84606"}}
As filed with the Securities and Exchange Commission on July XX, 2000

                                                     Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  NOVELL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
          DELAWARE                                               87-0393339
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)

                             1800 SOUTH NOVELL PLACE
                                 PROVO, UT 84606
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                         NONQUALIFIED STOCK OPTION PLAN
                          NOVELL, INC. 2000 STOCK PLAN

                             RYAN L. RICHARDS, ESQ.
                             ACTING GENERAL COUNSEL
                                  NOVELL, INC.
                             1800 SOUTH NOVELL PLACE
                                 PROVO, UT 84057
                                 (801) 222-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)

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

                         CALCULATION OF REGISTRATION FEE
========================================= ========================= ====================== ====================== ==================
                                                                      PROPOSED MAXIMUM       PROPOSED MAXIMUM
                                                                     OFFERING PRICE PER     AGGREGATE OFFERING        AMOUNT OF
  TITLE OF SECURITIES TO BE REGISTERED    AMOUNT TO BE REGISTERED           SHARE                  PRICE           REGISTRATION FEE
========================================= ========================= ====================== ====================== ==================
Common Stock
  $0.10 par value issuable under:
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
-Upon exercise of options under Novell,
Inc. 2000 Nonqualified Stock Option Plan         16,000,000               $9.188(1)         $147,008,000.00(1)        $40,868.08
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
-Upon exercise of options under Novell,
Inc. 2000 Stock Plan                             16,000,000               $9.188(1)          $147,008,000.00(1)       $40,868.08
========================================= ========================= ====================== ====================== ==================
Total                                            32,000,000                                  $294,016,000.00          $81,736.16
====================================================================================================================================
(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 July 11, 2000, which average was $9.188.
--------------------------------------------------------------------------------

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

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

         2. The  Registrant's  Annual  Report  on Form  10-K for the year  ended
October 31, 1999, 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,  2000 and April 30, 2000 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 2000  Nonqualified  Stock Option
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
205,000 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

                                      II-1
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.

ITEM 8.  EXHIBITS.
NUMBER                                                      DOCUMENT
         4.1               Novell,  Inc.  2000  Nonqualified  Stock  Option Plan and forms of agreement  currently  used
                           thereunder.
         4.2               Novell, Inc. 2000 Stock Plan and forms of agreement currently used thereunder.
         5.1               Opinion of Wilson Sonsini Goodrich & Rosati with respect to the securities being registered.
        23.1               Consent of Independent Auditors (Ernst & Young LLP).
        23.3               Consent of Counsel (contained in Exhibit 5.1).
        24.1               Power of Attorney (See page II-5).
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

                                      II-2
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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  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.

                                      II-3
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 July 12, 2000.

                                  NOVELL, INC.

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

                                  II-4
POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears  below  hereby  constitutes  and  appoints  Eric E.  Schmidt and Ryan L.
Richards and each of them acting individually,  as his  attorneys-in-fact,  each
with full power of substitution,  for him in any and all capacities, to sign any
and all amendments to this  Registration  Statement,  and to file the same, with
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and  Exchange  Commission,   hereby  ratifying  and  confirming  our
signatures as they may be signed by our said attorney to any and all  amendments
said Registration Statement.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated:
SIGNATURE                                         TITLE                                DATE

              /S/ ERIC E. SCHMIDT                 Chairman of the Board, President, Chief            July 12, 2000
              --------------------                Executive Officer and Director (Principal
                Eric E. Schmidt                   Executive Officer)
                                                  Senior Vice President and Chief Financial

               /S/ DENNIS R. RANEY                Officer (Principal Financial Officer and           July 12, 2000
              --------------------                Principal Accounting Officer)
                Dennis R. Raney

               /S/ JOHN A. YOUNG                  Vice Chairman of the Board and Director            July 12, 2000
               ------------------
                 John A. Young

              /S/ ELAINE R. BOND                  Director                                           July 12, 2000
              -------------------
                 Elaine R. Bond

            /S/ HANS-WERNER HECTOR                Director                                           July 12, 2000
            -----------------------
               Hans-Werner Hector

               /S/ REED E. HUNDT                  Director                                           July 12, 2000
               ------------------
                 Reed E. Hundt

                                                  Director                                           July 12, 2000
              -------------------
                 William N. Joy

              /S/ JACK L. MESSMAN                 Director                                           July 12, 2000
              --------------------
                Jack L. Messman

             /S/ RICHARD L. NOLAN                 Director                                           July 12, 2000
             ---------------------
                Richard L. Nolan

                                                  Director                                           July 12, 2000
              --------------------
                Larry W. Sonsini
II-5
INDEX TO EXHIBITS

                                  EXHIBIT INDEX
EXHIBIT
         NUMBER                                            DESCRIPTION
         4.1               Novell,  Inc.  2000  Nonqualified  Stock Option Plan and forms of agreement
                           currently used thereunder.
         4.2               Novell,  Inc. 2000 Stock Option Plan and forms of agreement  currently used
                           thereunder.
         5.1               Opinion of Wilson Sonsini  Goodrich & Rosati with respect to the securities
                           being registered.
        23.1               Consent of Independent Auditors (Ernst & Young LLP) (see page II-7).
        23.3               Consent of Counsel (contained in Exhibit 5.1).
        24.1               Power of Attorney (See page II-5).