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

			    Form S-8

		SECURITIES AND EXCHANGE COMMISSION
		     WASHINGTON , D.C. 20549

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

			REGISTRATION STATEMENT 
				under
		     THE SECURITIES ACT OF 1933

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


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

			1990 Stock Option Plan
		     Employee Stock Purchase Plan
	      NeXT Software, Inc. 1990 Stock Option Plan
		      (Full title of the plan)

		       SUSAN L. THORNER, ESQ.
		      Director, Corporate Law
			Apple Computer, Inc.
		   One Infinite Loop, M/S 75-7CL
		    Cupertino, California 95014
			   (408) 996-1010
    (Name, address, including zip code, and telephone number,
            including area code, of agent for service

			     Copy to:

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



<TABLE>
<CAPTION>	CALCULATION OF REGISTRATION FEE



<S>		    <C>		  <C>		  <C>            
Title of      	   Amount	Proposed	Proposed   	Amount of
Securities To	   To Be 	Maximum		Maximum 	Registration
Be Registered	   Registered	Average		Aggregate	Fee (4)
		     (1)	Offering	Offering
				Price Per	Price (2)
				Share (2)
Common Stock,
no par value		
		

--Newly reserved  1,000,000   	$16.5625	$16,562,500	 $5,018.94
under 1990 Stock  shares		
Option Plan	

--Newly reserved  2,000,000	$16.5625	$33,125,000	$10,037.88
under Employee    shares
Stock Purchase
Plan	
		
--Shares	  1,900,000	$6.55 		$12,445,000 	 $3,771.21
underlying	  shares	 (3)		  (3)
options
outstanding 
under NeXT 
Software, Inc. 
1990 Stock
Option Plan	
		
		
(1)	Pursuant to Rule 429 promulgated under the Securities Act of 
1933, as amended (the "Securities Act"), the prospectus relating to this 
Registration Statement also relates to shares registered under Form S-8 
Registration Statements Nos. 2-70449, 2-85095, 33-866, 33-23650, 33-31075, 
33-40877, 33-47596, 33-53895, 33-57092, 33-60279 and 333-07437.  A total 
of 13,000,000 shares issuable under the Employee Stock Purchase Plan 
and a total of the 1981 Stock Option Plan, have previously been 
registered under the Securities Act.

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

(3)	Computed in accordance with Rule 457(h) solely for the purpose 
of computing the amount of the registration fee based on the average of 
the actual prices at which the options granted under the plan may be 
exercised.

(4)	1/33 of 1% of the maximum aggregate offering price.

<PAGE>				2





INFORMATION REQUIRED IN THE SECTION 10(A) 
PROSPECTUS

Item 1.	Plan Information.*

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
























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


PART II

INFORMATION REQUIRED IN THE REGISTRATION 
STATEMENT

Item 3.	Incorporation of Documents by Reference.

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

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

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

	(c)	All other reports filed by the Registrant 
pursuant to Sections 13(a) or 15(d) of the Securities 
Exchange Act of 1934, as amended (the "Exchange 
Act"), since September 27, 1996; and

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

	All documents subsequently filed by the Registrant 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 
Exchange Act, prior to the filing of a post-effective 
amendment which indicates that all securities offered hereby 
have been sold or which deregisters all securities then 
remaining unsold, also shall be deemed to be incorporated 
by reference in this Registration Statement and to be part 
hereof from the date of filing of such documents.
<PAGE>				4


Item 4.	Description of Securities.

		Not Applicable.

Item 5.	Interests of Named Experts and Counsel.

		Not Applicable.

Item 6.	Indemnification of Directors and Officers.

	Section 317 of the California General Corporations 
Law (the "CGCL") authorizes a court to award, or a 
corporation's board of directors to grant, indemnity to 
directors and officers who are parties or are threatened to be 
made parties to any proceeding (with certain exceptions) by 
reason of the fact that the person is or was an agent of the 
corporation, against expenses, judgments, fines, settlements 
and other amounts actually and reasonably incurred in 
connection with the proceeding if that person acted in good 
faith and in a manner the person  reasonably believed to be 
in the best interests of the corporation.  Section 204 of the 
CGCL provides that this limitation on liability has no effect 
on a director's liability if (i) for acts or omissions that involve 
intentional misconduct or a knowing and culpable violation 
of law, (ii) for acts or omissions that a director believes to be 
contrary to the best interests of the corporation or its 
shareholders or that involve the absence of good faith on the 
part of the director, (iii) for any transaction from which a 
director derived an improper personal benefit, (iv) for acts or 
omissions that show a reckless disregard for the director's 
duty to the corporation or its shareholders in circumstances 
in which the director was aware, or should have been aware, 
in the ordinary course of performing a director's duties, of a 
risk of a serious injury to the corporation or its shareholders, 
(v) for acts or omissions that constitute an unexcused pattern 
of inattention that amounts to an abdication of the director's 
duty to the corporation or its shareholders, (vi) under 
Section 310 of the CGCL (concerning contracts or 
transactions between the corporation and a director) or (vii) 
under Section 316 of the CGCL (directors' liability for 
improper dividends, loans and guarantees).  Section 317 
does not extend to acts or omissions of a director in his 
capacity as an officer.  Further, Section 317 has no effect on 
claims arising under federal or state securities laws and does 
<PAGE>				5


0not affect the availability of injunctions and other equitable 
remedies available to the Company's shareholders for any 
violation of a director's fiduciary duty to the Company or its 
shareholders.  Although the validity and scope of the 
legislation underlying Section 317 have not yet been 
interpreted to any significant extent by the California courts, 
Section 317 may relieve directors of monetary liability to the 
Company for grossly negligent conduct, including conduct 
in situations involving attempted takeovers of the Company.

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

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

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

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


Item 7.	Exemption from Registration Claimed.

		Not Applicable.
<PAGE>				6


Item 8.	Exhibits.

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

Exhibit  No. 	Description

1(1)		Common Shares Rights Agreement dated as
		of May 15, 1989 between the Registrant and
		the First National Bank of Boston, as Rights
		Agent.
4.2  		1990 Stock Option Plan, as amended through
		December 1996
4.3		Employee Stock Purchase Plan, as amended
		through December 1996 
4.4		NeXT Software, Inc. 1990 Stock Option Plan
5.1		Opinion of counsel as to the legality of the
		securities being registered hereby.
23.1		Consent of counsel (included in Exhibit 5.1).
23.2		Consent of Ernst & Young LLP, independent
		auditors, with respect to the consolidated
		financial statements of the Registrant.
24.1		Power of Attorney (included on page 11).

			

(1)	Incorporated by reference to Exhibit 1 to the 
	Registrant's Registration Statement on Form 8-A filed 
	with the Commission on May 26, 1989.
<PAGE>				7


Item 9.	Undertakings.

		(a)	The Registrant hereby undertakes:

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

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

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

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

		(c)	Insofar as indemnification for liabilities 
arising under the Securities Act may be permitted to 
directors, officers and controlling persons of the Registrant 
pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the 
Commission, such indemnification is against public policy as 
expressed in the Securities Act and is, therefore, 
unenforceable.  In the event that a claim for indemnification 
against such liabilities (other than the payment by the 
<PAGE>				8


Registrant of expenses incurred or paid by a director, officer 
or controlling person of the Registrant in the successful 
defense of any action, suit or proceeding) is asserted by such 
director, officer or controlling person in connection with the 
securities being registered, the Registrant will, unless in the 
opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it 
is against public policy as expressed in the Securities Act, 
and will be governed by the final adjudication of such issue.
<PAGE>				9

			
	
			SIGNATURES

	Pursuant to the requirements of the Securities 
Act the Registrant certifies that it has reasonable grounds to 
believe that it meets all of the requirements for filing on 
Form S-8 and has duly caused this Registration Statement to 
be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Cupertino, County of Santa Clara, 
State of California, on the 7th day of March, 1997.


			APPLE COMPUTER, INC.



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


<PAGE>				10

			POWER OF ATTORNEY

		KNOW ALL PERSONS BY THESE PRESENTS, 
that each person whose signature appears below hereby 
constitutes and appoints Gilbert F. Amelio, Fred D. 
Anderson and Robert M. Calderoni, jointly and severally, his 
attorneys-in-fact, each with the power of substitution, for 
him in any and all capacities to sign any amendments to the 
Registration Statement, and to file the same, with exhibits 
thereto and other documents in connection therewith, with 
the Commission, hereby ratifying and confirming all that 
each of said attorneys-in-fact, or his substitute or substitutes, 
may do or cause to be done by virtue hereof.

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

Signature		Title			Date

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


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


<PAGE>				11

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


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


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


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

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

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

<PAGE>				12

			EXHIBIT INDEX


Exhibit			 			       Page
No.     	 Description  		 	 	No.    

1 (1)	Common Shares Rights Agreement			
	dated as of May 15, 1989 between the
	Registrant and the First National
	Bank of Boston, as Rights Agent.	
4.2	1990 Stock Option Plan as amended	 	14
	through December 1996	
4.3	Employee Stock Purchase Plan as			33
	amended through December 1996	
4.4	NeXT Software, Inc. 1990 Stock			45
	Option Plan	
5.1	Opinion of counsel as to the legality		55
	of the securities being registered
	hereby.	
23.1	Consent of counsel (included in			56
	Exhibit 5.1).	
23.2	Consent of Ernst & Young LLP,			57
	independent auditors, with respect
	to the consolidated financial
	statements of Apple Computer, Inc.	
24.1	Power of Attorney (included on page	 	11
	11).	

				

(1)	Incorporated by reference to Exhibit 1 to the 
Registrant's Registration Statement on Form 8-A filed 
with the Commission on May 26, 1989.
<PAGE>				13


</TABLE>
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{"company-data": {"conformed-name": "APPLE COMPUTER INC", "cik": "0000320193", "assigned-sic": "3571", "irs-number": "942404110", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23725", "film-number": "97560371"}, "business-address": {"street1": "1 INFINITE LOOP", "city": "CUPERTINO", "state": "CA", "zip": "95014", "phone": "4089961010"}}
As filed with the Securities and Exchange Commission on March 21, 1997
Registration No. 333-	
									

			    Form S-8

		SECURITIES AND EXCHANGE COMMISSION
		     WASHINGTON , D.C. 20549

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

			REGISTRATION STATEMENT 
				under
		     THE SECURITIES ACT OF 1933

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

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

			1990 Stock Option Plan
		     Employee Stock Purchase Plan
	      NeXT Software, Inc. 1990 Stock Option Plan
		      (Full title of the plan)

		       SUSAN L. THORNER, ESQ.
		      Director, Corporate Law
			Apple Computer, Inc.
		   One Infinite Loop, M/S 75-7CL
		    Cupertino, California 95014
			   (408) 996-1010
    (Name, address, including zip code, and telephone number,
            including area code, of agent for service

			     Copy to:

		    WILLIAM H. HINMAN, ESQ.
		      Shearman & Sterling
	       555 California Street, 20th Floor
		San Francisco, California 94104
1
CALCULATION OF REGISTRATION FEE
Title of      	   Amount	Proposed	Proposed   	Amount of
Securities To	   To Be 	Maximum		Maximum 	Registration
Be Registered	   Registered	Average		Aggregate	Fee (4)
		     (1)	Offering	Offering
				Price Per	Price (2)
				Share (2)
Common Stock,
no par value		
		

--Newly reserved  1,000,000   	$16.5625	$16,562,500	 $5,018.94
under 1990 Stock  shares		
Option Plan	

--Newly reserved  2,000,000	$16.5625	$33,125,000	$10,037.88
under Employee    shares
Stock Purchase
Plan	
		
--Shares	  1,900,000	$6.55 		$12,445,000 	 $3,771.21
underlying	  shares	 (3)		  (3)
options
outstanding 
under NeXT 
Software, Inc. 
1990 Stock
Option Plan	
		
		
(1)	Pursuant to Rule 429 promulgated under the Securities Act of 
1933, as amended (the "Securities Act"), the prospectus relating to this 
Registration Statement also relates to shares registered under Form S-8 
Registration Statements Nos. 2-70449, 2-85095, 33-866, 33-23650, 33-31075, 
33-40877, 33-47596, 33-53895, 33-57092, 33-60279 and 333-07437.  A total 
of 13,000,000 shares issuable under the Employee Stock Purchase Plan 
and a total of the 1981 Stock Option Plan, have previously been 
registered under the Securities Act.

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

(3)	Computed in accordance with Rule 457(h) solely for the purpose 
of computing the amount of the registration fee based on the average of 
the actual prices at which the options granted under the plan may be 
exercised.

(4)	1/33 of 1% of the maximum aggregate offering price.
2

INFORMATION REQUIRED IN THE SECTION 10(A) 
PROSPECTUS

Item 1.	Plan Information.*

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

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

PART II

INFORMATION REQUIRED IN THE REGISTRATION 
STATEMENT

Item 3.	Incorporation of Documents by Reference.

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

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

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

	(c)	All other reports filed by the Registrant 
pursuant to Sections 13(a) or 15(d) of the Securities 
Exchange Act of 1934, as amended (the "Exchange 
Act"), since September 27, 1996; and

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

	All documents subsequently filed by the Registrant 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 
Exchange Act, prior to the filing of a post-effective 
amendment which indicates that all securities offered hereby 
have been sold or which deregisters all securities then 
remaining unsold, also shall be deemed to be incorporated 
by reference in this Registration Statement and to be part 
hereof from the date of filing of such documents.
4

Item 4.	Description of Securities.

		Not Applicable.

Item 5.	Interests of Named Experts and Counsel.

		Not Applicable.

Item 6.	Indemnification of Directors and Officers.

	Section 317 of the California General Corporations 
Law (the "CGCL") authorizes a court to award, or a 
corporation's board of directors to grant, indemnity to 
directors and officers who are parties or are threatened to be 
made parties to any proceeding (with certain exceptions) by 
reason of the fact that the person is or was an agent of the 
corporation, against expenses, judgments, fines, settlements 
and other amounts actually and reasonably incurred in 
connection with the proceeding if that person acted in good 
faith and in a manner the person  reasonably believed to be 
in the best interests of the corporation.  Section 204 of the 
CGCL provides that this limitation on liability has no effect 
on a director's liability if (i) for acts or omissions that involve 
intentional misconduct or a knowing and culpable violation 
of law, (ii) for acts or omissions that a director believes to be 
contrary to the best interests of the corporation or its 
shareholders or that involve the absence of good faith on the 
part of the director, (iii) for any transaction from which a 
director derived an improper personal benefit, (iv) for acts or 
omissions that show a reckless disregard for the director's 
duty to the corporation or its shareholders in circumstances 
in which the director was aware, or should have been aware, 
in the ordinary course of performing a director's duties, of a 
risk of a serious injury to the corporation or its shareholders, 
(v) for acts or omissions that constitute an unexcused pattern 
of inattention that amounts to an abdication of the director's 
duty to the corporation or its shareholders, (vi) under 
Section 310 of the CGCL (concerning contracts or 
transactions between the corporation and a director) or (vii) 
under Section 316 of the CGCL (directors' liability for 
improper dividends, loans and guarantees).  Section 317 
does not extend to acts or omissions of a director in his 
capacity as an officer.  Further, Section 317 has no effect on 
claims arising under federal or state securities laws and does
5

0not affect the availability of injunctions and other equitable 
remedies available to the Company's shareholders for any 
violation of a director's fiduciary duty to the Company or its 
shareholders.  Although the validity and scope of the 
legislation underlying Section 317 have not yet been 
interpreted to any significant extent by the California courts, 
Section 317 may relieve directors of monetary liability to the 
Company for grossly negligent conduct, including conduct 
in situations involving attempted takeovers of the Company.

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

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

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

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

Item 7.	Exemption from Registration Claimed.

		Not Applicable.
6

Item 8.	Exhibits.

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

Exhibit  No. 	Description

1(1)		Common Shares Rights Agreement dated as
		of May 15, 1989 between the Registrant and
		the First National Bank of Boston, as Rights
		Agent.
4.2  		1990 Stock Option Plan, as amended through
		December 1996
4.3		Employee Stock Purchase Plan, as amended
		through December 1996 
4.4		NeXT Software, Inc. 1990 Stock Option Plan
5.1		Opinion of counsel as to the legality of the
		securities being registered hereby.
23.1		Consent of counsel (included in Exhibit 5.1).
23.2		Consent of Ernst & Young LLP, independent
		auditors, with respect to the consolidated
		financial statements of the Registrant.
24.1		Power of Attorney (included on page 11).

			

(1)	Incorporated by reference to Exhibit 1 to the 
	Registrant's Registration Statement on Form 8-A filed 
	with the Commission on May 26, 1989.
7

Item 9.	Undertakings.

		(a)	The Registrant hereby undertakes:

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

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

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

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

		(c)	Insofar as indemnification for liabilities 
arising under the Securities Act may be permitted to 
directors, officers and controlling persons of the Registrant 
pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the 
Commission, such indemnification is against public policy as 
expressed in the Securities Act and is, therefore, 
unenforceable.  In the event that a claim for indemnification 
against such liabilities (other than the payment by the
8

Registrant of expenses incurred or paid by a director, officer 
or controlling person of the Registrant in the successful 
defense of any action, suit or proceeding) is asserted by such 
director, officer or controlling person in connection with the 
securities being registered, the Registrant will, unless in the 
opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it 
is against public policy as expressed in the Securities Act, 
and will be governed by the final adjudication of such issue.
9

			
	
			SIGNATURES

	Pursuant to the requirements of the Securities 
Act the Registrant certifies that it has reasonable grounds to 
believe that it meets all of the requirements for filing on 
Form S-8 and has duly caused this Registration Statement to 
be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Cupertino, County of Santa Clara, 
State of California, on the 7th day of March, 1997.

			APPLE COMPUTER, INC.

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

			POWER OF ATTORNEY

		KNOW ALL PERSONS BY THESE PRESENTS, 
that each person whose signature appears below hereby 
constitutes and appoints Gilbert F. Amelio, Fred D. 
Anderson and Robert M. Calderoni, jointly and severally, his 
attorneys-in-fact, each with the power of substitution, for 
him in any and all capacities to sign any amendments to the 
Registration Statement, and to file the same, with exhibits 
thereto and other documents in connection therewith, with 
the Commission, hereby ratifying and confirming all that 
each of said attorneys-in-fact, or his substitute or substitutes, 
may do or cause to be done by virtue hereof.

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

Signature		Title			Date

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

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

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

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

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

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

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

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

			EXHIBIT INDEX

Exhibit			 			       Page
No.     	 Description  		 	 	No.    

1 (1)	Common Shares Rights Agreement			
	dated as of May 15, 1989 between the
	Registrant and the First National
	Bank of Boston, as Rights Agent.	
4.2	1990 Stock Option Plan as amended	 	14
	through December 1996	
4.3	Employee Stock Purchase Plan as			33
	amended through December 1996	
4.4	NeXT Software, Inc. 1990 Stock			45
	Option Plan	
5.1	Opinion of counsel as to the legality		55
	of the securities being registered
	hereby.	
23.1	Consent of counsel (included in			56
	Exhibit 5.1).	
23.2	Consent of Ernst & Young LLP,			57
	independent auditors, with respect
	to the consolidated financial
	statements of Apple Computer, Inc.	
24.1	Power of Attorney (included on page	 	11
	11).	

				

(1)	Incorporated by reference to Exhibit 1 to the 
Registrant's Registration Statement on Form 8-A filed 
with the Commission on May 26, 1989.
13