As filed with the Securities and Exchange Commission on October 1, 2003

                                                   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 Identification No.)
 incorporation or organization)

       1800 South Novell Place
             Provo, Utah                                   84606
(Address of principal executive offices)                (Zip Code)


                 Novell, Inc. 1989 Employee Stock Purchase Plan
                            (Full title of the plan)

                              Joseph A. LaSala, Jr.
                             Senior Vice President,
                          General Counsel and Secretary
                                  Novell, Inc.
                                404 Wyman Street
                                Waltham, MA 02451
                     (Name and address of agent for service)

                                 (781) 464-8000
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                          <C>                        <C>                        <C>                        <C>

--------------------------- ------------------------- -------------------------- -------------------------- ------------------------
                                                           Proposed maximum           Proposed maximum        Amount of registration
Title of securities to be   Amount to be registered   offering price per share   aggregate offering price              fee
        registered                      (1)                        (2)                        (2)                        (2)
--------------------------- ------------------------- -------------------------- -------------------------- ------------------------
--------------------------- ------------------------- -------------------------- -------------------------- ------------------------
Common Stock,                       10,000,000                   $4.505                   $45,050,000                 $3,644.55
par value $0.10 per share
---------------------------- -------------------------- -------------------------- -------------------------- ----------------------
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
         (the "Securities Act"), the number of shares of common stock being
         registered shall be adjusted to include any additional shares which may
         become issuable as a result of stock splits, stock dividends, or
         similar transactions in accordance with the anti-dilution provisions of
         the Novell, Inc. 1989 Employee Stock Purchase Plan.
(2)      Estimated in accordance with Rules 457(c) and (h) of the Securities Act
         solely for the purpose of calculating the registration fee, on the
         basis of 85% of the average of the high and low per share sales prices
         of the common stock on September 26, 2003 as reported in The Nasdaq
         National Market.






<PAGE>


                                                          6




<PAGE>



                                EXPLANATORY NOTE

         This registration statement on Form S-8 is filed by Novell, Inc.
pursuant to General Instruction E to Form S-8 to register an additional
10,000,000 shares of Common Stock, which may be offered and sold to participants
under the Novell, Inc. 1989 Employee Stock Purchase Plan, as amended (the
"Plan"). The contents of registration statement on Form S-8, file number
333-71502, previously filed by Novell and relating to the registration of shares
of Common Stock for issuance under the Plan, are hereby incorporated by
reference to this registration statement in accordance with General Instruction
E to Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.           Exhibits.

         The following is a list of all exhibits filed as a part of this
registration statement.

         Exhibit           Description

         5.1               Opinion of Morgan, Lewis & Bockius LLP.

         23.1              Consent of Ernst & Young LLP, Independent Auditors.

         23.2              Consent of Morgan, Lewis & Bockius LLP (included in
                           its opinion filed as Exhibit 5.1 to this registration
                           statement).

         24.1              Power of Attorney (included on the signature page of
                           this registration statement).



                                   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 Waltham, Massachusetts on September 30, 2003.

                                  NOVELL, INC.


                                  By:         /s/ Jack L. Messman
                                  -----------------------------------
                                  Name:     Jack L. Messman
                                  Title:    Chairman of the Board, President and
                                            Chief Executive Officer



<PAGE>


                                POWER OF ATTORNEY

         Each person whose signature appears below hereby appoints Jack L.
Messman, Joseph S. Tibbetts, Jr. and Joseph A. LaSala, Jr., and each of them
acting individually, as his true and lawful attorneys-in-fact, with full power
of substitution and resubstitution, with the authority to execute in the name of
each such person, and to file with the Commission, together with any exhibits
thereto and other documents therewith, any and all amendments (including
post-effective amendments) to this registration statement, and any registration
statements filed pursuant to General Instruction E to Form S-8 in respect of
this registration statement and any and all amendments thereto (including
post-effective amendments and all other related documents) necessary or
advisable to enable the registrant to comply with the Securities Act, and any
rules, regulations and requirements of the Commission in respect thereof, which
amendments or registration statements may make such other changes in the
registration statement as the aforesaid attorney-in-fact executing the same
deems appropriate.

         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/ Jack L. Messman                    Chairman of the Board, President and Chief    September 30, 2003
------------------------------------     Executive Officer and Director (Principal
Jack L. Messman                          Executive Officer)


  /s/ Joseph S. Tibbetts, Jr.            Chief Financial Officer (Principal            September 30, 2003
------------------------------------     Financial Officer and Principal Accounting
Joseph S. Tibbetts, Jr.                  Officer)


  /s/ Albert Aiello                      Director                                      September 30, 2003
------------------------------------
Albert Aiello

  /s/ Fred Corrado                       Director                                      September 30, 2003
------------------------------------
Fred Corrado

  /s/ Rick Crandall                      Director                                      September 30, 2003
------------------------------------
Rick Crandall

  /s/ Richard L. Nolan                   Director                                      September 30, 2003
------------------------------------
Richard L. Nolan

  /s/ Wayne Mackie                       Director                                      September 30, 2003
------------------------------------
Wayne Mackie

  /s/ Thomas G. Plaskett                 Director                                      September 30, 2003
------------------------------------
Thomas G. Plaskett

  /s/ John W. Poduska, Sr.               Director                                      September 30, 2003
------------------------------------
John W. Poduska, Sr.

  /s/ James D. Robinson, III             Director                                      September 30, 2003
------------------------------------
James D. Robinson, III

</TABLE>


<PAGE>


                                  EXHIBIT INDEX

Exhibit           Description

5.1               Opinion of Morgan, Lewis & Bockius LLP.

23.1              Consent of Ernst & Young LLP, Independent Auditors.

23.2              Consent of Morgan, Lewis & Bockius LLP (included in its
                  opinion filed as Exhibit 5.1 to this registration statement).

24.1              Power of Attorney (included on the signature page of this
                  registration statement).


<PAGE>


                                                                     EXHIBIT 5.1

                           Morgan, Lewis & Bockius LLP
                         1111 Pennsylvania Avenue, N.W.
                             Washington, D.C. 20004

September 30, 2003

Novell, Inc.
1800 South Novell Place
Provo, Utah 84606

Re: Registration Statement on Form S-8 under the Securities Act of 1933,
    as Amended

Ladies and Gentlemen:

We have acted as counsel to Novell, Inc., a Delaware corporation (the
"Company"), in connection with the filing with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), of a
registration statement on Form S-8 (the "Registration Statement") for the
registration of 10,000,000 shares of the Company's common stock, par value $0.10
per share (the "Shares"), for issuance pursuant to the Novell, Inc. 1989
Employee Stock Purchase Plan, as amended (the "Plan").

We have participated in the preparation of the Registration Statement, and we
have examined the Restated Certification of Incorporation and the Bylaws of the
Company, as amended and restated to date, and such other documents, records,
statutes and decisions as we have deemed necessary or appropriate for the
purposes of the opinion expressed herein. As to matters of fact, we have relied
on representations of officers and representatives of the Company. In our
examination, we have assumed the genuineness of documents submitted to us as
originals and the conformity with the original of all documents submitted to us
as copies thereof.

Based on the foregoing, it is our opinion that, when issued and delivered to
eligible participants in accordance with the Plan, the Shares will be validly
issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules or regulations of the Securities and Exchange Commission
thereunder.

Very truly yours,


/s/ Morgan, Lewis & Bockius LLP




<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) pertaining to the Novell, Inc. 1989 Employee Stock Purchase Plan, of our
report dated November 15, 2002, with respect to the consolidated financial
statements and schedule of Novell, Inc. included in its Annual Report (Form
10-K) for the year ended October 31, 2002, filed with the Securities and
Exchange Commission.



                                                 Ernst & Young LLP

San Jose, California
September 30, 2003
[{"type": "S-8", "sequence": "1", "filename": "espp_s8.txt", "description": "NOVELL, INC. 1989 EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 12685}]
{"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": "333-109346", "film-number": "03919921"}, "business-address": {"street1": "1800 SOUTH NOVELL PLACE", "city": "PROVO", "state": "UT", "zip": "84606", "phone": "8018617000"}, "mail-address": {"street1": "1800 SOUTH NOVELL PLACE", "city": "PROVO", "state": "UT", "zip": "84606"}}
As filed with the Securities and Exchange Commission on October 1, 2003

                                                   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 Identification No.)
 incorporation or organization)

       1800 South Novell Place
             Provo, Utah                                   84606
(Address of principal executive offices)                (Zip Code)

                 Novell, Inc. 1989 Employee Stock Purchase Plan
                            (Full title of the plan)

                              Joseph A. LaSala, Jr.
                             Senior Vice President,
                          General Counsel and Secretary
                                  Novell, Inc.
                                404 Wyman Street
                                Waltham, MA 02451
                     (Name and address of agent for service)

                                 (781) 464-8000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------- ------------------------- -------------------------- -------------------------- ------------------------
                                                           Proposed maximum           Proposed maximum        Amount of registration
Title of securities to be   Amount to be registered   offering price per share   aggregate offering price              fee
        registered                      (1)                        (2)                        (2)                        (2)
--------------------------- ------------------------- -------------------------- -------------------------- ------------------------
--------------------------- ------------------------- -------------------------- -------------------------- ------------------------
Common Stock,                       10,000,000                   $4.505                   $45,050,000                 $3,644.55
par value $0.10 per share
---------------------------- -------------------------- -------------------------- -------------------------- ----------------------
------------------------------------------------------------------------------------------------------------------------------------
(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
         (the "Securities Act"), the number of shares of common stock being
         registered shall be adjusted to include any additional shares which may
         become issuable as a result of stock splits, stock dividends, or
         similar transactions in accordance with the anti-dilution provisions of
         the Novell, Inc. 1989 Employee Stock Purchase Plan.
(2)      Estimated in accordance with Rules 457(c) and (h) of the Securities Act
         solely for the purpose of calculating the registration fee, on the
         basis of 85% of the average of the high and low per share sales prices
         of the common stock on September 26, 2003 as reported in The Nasdaq
         National Market.
6
EXPLANATORY NOTE

         This registration statement on Form S-8 is filed by Novell, Inc.
pursuant to General Instruction E to Form S-8 to register an additional
10,000,000 shares of Common Stock, which may be offered and sold to participants
under the Novell, Inc. 1989 Employee Stock Purchase Plan, as amended (the
"Plan"). The contents of registration statement on Form S-8, file number
333-71502, previously filed by Novell and relating to the registration of shares
of Common Stock for issuance under the Plan, are hereby incorporated by
reference to this registration statement in accordance with General Instruction
E to Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.           Exhibits.

         The following is a list of all exhibits filed as a part of this
registration statement.

         Exhibit           Description

         5.1               Opinion of Morgan, Lewis & Bockius LLP.

         23.1              Consent of Ernst & Young LLP, Independent Auditors.

         23.2              Consent of Morgan, Lewis & Bockius LLP (included in
                           its opinion filed as Exhibit 5.1 to this registration
                           statement).

         24.1              Power of Attorney (included on the signature page of
                           this registration statement).

                                   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 Waltham, Massachusetts on September 30, 2003.

                                  NOVELL, INC.

                                  By:         /s/ Jack L. Messman
                                  -----------------------------------
                                  Name:     Jack L. Messman
                                  Title:    Chairman of the Board, President and
                                            Chief Executive Officer
POWER OF ATTORNEY

         Each person whose signature appears below hereby appoints Jack L.
Messman, Joseph S. Tibbetts, Jr. and Joseph A. LaSala, Jr., and each of them
acting individually, as his true and lawful attorneys-in-fact, with full power
of substitution and resubstitution, with the authority to execute in the name of
each such person, and to file with the Commission, together with any exhibits
thereto and other documents therewith, any and all amendments (including
post-effective amendments) to this registration statement, and any registration
statements filed pursuant to General Instruction E to Form S-8 in respect of
this registration statement and any and all amendments thereto (including
post-effective amendments and all other related documents) necessary or
advisable to enable the registrant to comply with the Securities Act, and any
rules, regulations and requirements of the Commission in respect thereof, which
amendments or registration statements may make such other changes in the
registration statement as the aforesaid attorney-in-fact executing the same
deems appropriate.

         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/ Jack L. Messman                    Chairman of the Board, President and Chief    September 30, 2003
------------------------------------     Executive Officer and Director (Principal
Jack L. Messman                          Executive Officer)

  /s/ Joseph S. Tibbetts, Jr.            Chief Financial Officer (Principal            September 30, 2003
------------------------------------     Financial Officer and Principal Accounting
Joseph S. Tibbetts, Jr.                  Officer)

  /s/ Albert Aiello                      Director                                      September 30, 2003
------------------------------------
Albert Aiello

  /s/ Fred Corrado                       Director                                      September 30, 2003
------------------------------------
Fred Corrado

  /s/ Rick Crandall                      Director                                      September 30, 2003
------------------------------------
Rick Crandall

  /s/ Richard L. Nolan                   Director                                      September 30, 2003
------------------------------------
Richard L. Nolan

  /s/ Wayne Mackie                       Director                                      September 30, 2003
------------------------------------
Wayne Mackie

  /s/ Thomas G. Plaskett                 Director                                      September 30, 2003
------------------------------------
Thomas G. Plaskett

  /s/ John W. Poduska, Sr.               Director                                      September 30, 2003
------------------------------------
John W. Poduska, Sr.

  /s/ James D. Robinson, III             Director                                      September 30, 2003
------------------------------------
James D. Robinson, III
EXHIBIT INDEX

Exhibit           Description

5.1               Opinion of Morgan, Lewis & Bockius LLP.

23.1              Consent of Ernst & Young LLP, Independent Auditors.

23.2              Consent of Morgan, Lewis & Bockius LLP (included in its
                  opinion filed as Exhibit 5.1 to this registration statement).

24.1              Power of Attorney (included on the signature page of this
                  registration statement).
EXHIBIT 5.1

                           Morgan, Lewis & Bockius LLP
                         1111 Pennsylvania Avenue, N.W.
                             Washington, D.C. 20004

September 30, 2003

Novell, Inc.
1800 South Novell Place
Provo, Utah 84606

Re: Registration Statement on Form S-8 under the Securities Act of 1933,
    as Amended

Ladies and Gentlemen:

We have acted as counsel to Novell, Inc., a Delaware corporation (the
"Company"), in connection with the filing with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), of a
registration statement on Form S-8 (the "Registration Statement") for the
registration of 10,000,000 shares of the Company's common stock, par value $0.10
per share (the "Shares"), for issuance pursuant to the Novell, Inc. 1989
Employee Stock Purchase Plan, as amended (the "Plan").

We have participated in the preparation of the Registration Statement, and we
have examined the Restated Certification of Incorporation and the Bylaws of the
Company, as amended and restated to date, and such other documents, records,
statutes and decisions as we have deemed necessary or appropriate for the
purposes of the opinion expressed herein. As to matters of fact, we have relied
on representations of officers and representatives of the Company. In our
examination, we have assumed the genuineness of documents submitted to us as
originals and the conformity with the original of all documents submitted to us
as copies thereof.

Based on the foregoing, it is our opinion that, when issued and delivered to
eligible participants in accordance with the Plan, the Shares will be validly
issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules or regulations of the Securities and Exchange Commission
thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP
EXHIBIT 23.1

               Consent of Ernst & Young LLP, Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Novell, Inc. 1989 Employee Stock Purchase Plan, of our
report dated November 15, 2002, with respect to the consolidated financial
statements and schedule of Novell, Inc. included in its Annual Report (Form
10-K) for the year ended October 31, 2002, filed with the Securities and
Exchange Commission.

                                                 Ernst & Young LLP

San Jose, California
September 30, 2003