As filed with the Securities and Exchange Commission on May 27, 1994
                                                       Registration No. 33-

                                        
                                    Form S-8
                                        
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                                        
                              APPLE COMPUTER, INC.
             (Exact name of registrant as specified in its charter)
                                        
              CALIFORNIA                   94-2404110
     (State or other Jurisdiction       (I.R.S. Employer
         of Incorporation or           Identification No.)
            Organization)
                                        
                              20525 Mariani Avenue
                           Cupertino, California 95014
                    (Address of Principal Executive Offices)
                                        
                                Director Warrants
                            (Full title of the Plan)
                                        
                             PETER M. MOLDAVE, ESQ.
                            Senior Counsel, Corporate
                              Apple Computer, Inc.
                         20525 Mariani Avenue, M/S 38-I
                           Cupertino, California 95014
                                 (408) 996-1010
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                        
                                        
                                    Copy to:
                                 JOHN FORE, ESQ.
                       Wilson, Sonsini, Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                 (415) 493-9300
                                        
                                        i

<PAGE>                               1
                                        
                                        
                         CALCULATION OF REGISTRATION FEE
                                        
                           Proposed     Proposed         
                           maximum      maximum     
 Title of     Amount to    offering    aggregate      Amount of
securities       be       price per     offering      registration
   to be     registered    unit (1)    price (1)      fee (2)
registered
                                                         
Common       20,000         $29.00      $580,000     $181.25
Stock        shares
issuable
upon
exercise of
Director
Warrants
                                        

(1)  Pursuant to Rule 457 under the Securities Act of 1933, this represents
     the exercise price of the warrants.

(2)  1/32 of 1% of the maximum aggregate offering price.

























                                       ii

<PAGE>                               2

                              APPLE COMPUTER, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     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:

          1.   The Company's Annual Report on Form 10-K for the fiscal year
     ended September 24, 1993, filed pursuant to Section 13 of the Exchange
     Act.
          2.   The  Company's Quarterly Report on Form 10-Q for the  fiscal
     quarter ended December 31, 1993, filed pursuant to Section 13  of  the
     Exchange Act.
          3.   The  Company's Quarterly Report on Form 10-Q for the  fiscal
     quarter  ended  April 1, 1994, filed pursuant to  Section  13  of  the
     Exchange Act.
          4.   The  description of the Company's Common Stock to be offered
     hereby,  which is contained in its Registration Statement on Form  8-A
     dated  October 30, 1981, as amended, filed pursuant to Section  12  of
     the Exchange Act.
          5.   The  description  of  the Company's  Common  Stock  Purchase
     Rights,  which is contained in its Registration Statement on Form  8-A
     dated May 26, 1989, filed pursuant to Section 12 of the Exchange Act.

      All documents filed by the Company pursuant to Sections 13(a), 13(c),
14  and  15(d) of the Exchange Act after the date hereof, and 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, shall be deemed to be incorporated by  reference  herein
and to be a part hereof from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

     Not Applicable.






                                      II-1

<PAGE>                               3



Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The  Bylaws of the Company provide for indemnification of any officer
or  director who was or is a party or is threatened to be made a  party  in
any   action   or  proceeding  against  all  expenses,  judgments,   fines,
settlements   and  other  amounts  actually  and  reasonably  incurred   in
connection   with   all  threatened,  pending  or  completed   actions   or
proceedings,  including  civil, criminal, administrative,  arbitration  and
investigative actions and proceedings, including any appeal therein,  which
arise by reason of the fact that any such person is or was an agent of  the
Company.   Section  317 of the California Corporations  Code  authorizes  a
court  to  award, or a Company'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").  As permitted under  California
law,  the  Company's  Restated  Articles  of  Incorporation  eliminate  the
liability  of  a director to the Company or its shareholders  for  monetary
damages  for  breaches of his or her fiduciary duty of care, provided  that
such  liability  does not arise from certain proscribed conduct  (including
intentional  misconduct and breach of the duty of loyalty).  The  Company's
Restated Articles of Incorporation, as well as its Bylaws, further  provide
for indemnification of corporate agents to the maximum extent permitted  by
the California General Corporation Law.  Pursuant to the authority provided
in  its  Restated Articles of Incorporation, 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
protections.

      The  Company  currently maintains directors' and officers'  liability
insurance.   The policy insures directors and officers against  liabilities
incurred  in connection with their services to or on behalf of the Company,
except  for  certain  specified liabilities (including losses  incurred  in
connection with a public offering of securities).

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.





                                      II-2

<PAGE>                               4


Item 8.  EXHIBITS

Exhibit
Number    Note  Description

    4.1   (1)   Common  Shares  Rights  Agreement dated as  of  May  15,  
		1989 between  the Company and the First National Bank of  
                Boston, as Rights Agent.

    5.1         Opinion of counsel as to legality of securities  being
                registered.

   10.A.4 (2)   Form of Director Warrant.

   24.1   (3)   Consent of counsel.

   24.2         Consent of independent auditors.

   25.1   (4)   Power of attorney.
________________
Notes:

  (1)Incorporated  by reference to Exhibit 1 to the Company's  Registration
      Statement  on  Form  8-A  filed  with  the  Securities  and  Exchange
      Commission on May 26, 1989.
  
  (2)Incorporated  by  reference to Exhibit 10.22 to the  Company's  Annual
      Report on Form 10-K for the fiscal year ended September 30, 1988.
  
  (3)Contained in Exhibit 5.1
  
  (4)See Pages II-5 to II-6.

Item 9.   UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

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

                                        
                                        
                                        
                                        
                                        
                                      II-3

<PAGE>                               5



      (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.

      (h)   Insofar  as indemnification for liabilities arising  under  the
Securities  Act  may  be permitted to directors, officers  and  controlling
persons of the Registrant pursuant to the provisions described in Item 6 of
Part  II  of  the Registration Statement, 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-4

<PAGE>                               6


                                   SIGNATURES

      Pursuant  to  the  requirements of the Securities Act  of  1933,  the
registrant, APPLE COMPUTER, INC., 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 this 25th day of May, 1994.

APPLE COMPUTER, INC.



By:  /s/ Michael Spindler        
     Michael Spindler, President and
     Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW  ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph A. Graziano, Michael Spindler
and  Edward  B.  Stead, and each of them, as his or  her  true  and  lawful
attorneys-in-fact  and  agents,  with  full  power  of   substitution   and
resubstitution, for him or her and in his or her name, place and stead,  in
any  and  all  capacities, to sign any and all amendments (including  post-
effective amendments) to this Registration Statement, and to file the  same
with all exhibits thereto and other documents in connection therewith, with
the  Securities  and Exchange Commission, granting unto said  attorneys-in-
fact  and  agents,  and each of them, full power and authority  to  do  and
perform each and every act and thing requisite and necessary to be done  in
connection therewith, as fully and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that  said
attorneys-in-fact  and  agents, or any of them, or  their  or  his  or  her
substitute  or substitutes, may lawfully do or cause to be done  by  virtue
hereof.

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

Signature                 Title                             Date



/s/ Michael Spindler      President and                     May 25, 1994
(Michael Spindler)        Chief Executive Officer
                          (Principal Executive Officer)
                          and Director

                                        
                                        
                                      II-5

<PAGE>                               7

Signature                 Title                             Date


/s/ Joseph A. Graziano    Executive Vice President and      May 25, 1994
(Joseph A. Graziano)      Chief  Financial Officer
                          (Principal Financial Officer)
                          and Director


/s/  Jeanne Seeley        Vice President and                May 25, 1994
(Jeanne Seeley)           Corporate Controller
                          (Principal Accounting Officer)


/s/  Peter O. Crisp       Director                          May  24, 1994
(Peter O. Crisp)



/s/ Bernard Goldstein     Director                          May 25, 1994
(Bernard Goldstein)



                         
(B. Jurgen Hintz)        Director


/s/ A.C. Markkula, Jr.   Director                           May 23, 1994
(A.C. Markkula, Jr.)



                         
(Paul G. Stern)          Director


                                      II-6

<PAGE>                               8


                                        
                                        
                                        
                                        
                                        
                                        
                       SECURITIES AND EXCHANGE COMMISSION
                                        
                             Washington, D.C. 20549
                                        
                                        
                         ______________________________
                                        
                                        
                                        
                                    FORM S-8
                                        
                             REGISTRATION STATEMENT
                                        
                                      under
                                        
                           THE SECURITIES ACT OF 1933
                                        
                                        
                         _______________________________
                                        
                                        
                                        
                              APPLE COMPUTER, INC.
                                        
                                        
                        ________________________________
                                        
                                        
                                        
                                    EXHIBITS
                                        
                                        
                        ________________________________
                                        
                                        
                                        
                                        

<PAGE>                               9
                                        
                                INDEX TO EXHIBITS
                                        
                                                               Sequentially
Exhibit                                                        Numbered
Number   Note Description				       Page

    4.1   (1) Common Shares Rights Agreement dated
              as of May 15, 1989 between the Company and
              the First National Bank of Boston, as Rights Agent.  10

   10.A.4 (2) Form of Director Warrant.                            10

    5.1       Opinion of counsel as to legality of securities
              being registered.                                    11

   24.1   (3) Consent of counsel.                                  10

   24.2       Consent of independent auditors.                     13

   25.1   (4) Power of attorney.                                   10
________________
Notes:

  (1)Incorporated  by reference to Exhibit 1 to the Company's  Registration
      Statement  on  Form  8-A  filed  with  the  Securities  and  Exchange
      Commission on May 26, 1989.
  
  (2)Incorporated  by  reference to Exhibit 10.22 to the  Company's  Annual
      Report on Form 10-K for the fiscal year ended September 30, 1988.
  
  (3)Contained in Exhibit 5.1
  
  (4)See Pages II-5 to II-6.
  
  
  
  
  
  
  
  

<PAGE>                               10
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18783}]
{"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": "033-53873", "film-number": "94531134"}, "business-address": {"street1": "20525 MARIANI AVE", "city": "CUPERTINO", "state": "CA", "zip": "95014", "phone": "4089961010"}}
As filed with the Securities and Exchange Commission on May 27, 1994
                                                       Registration No. 33-

                                        
                                    Form S-8
                                        
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                                        
                              APPLE COMPUTER, INC.
             (Exact name of registrant as specified in its charter)
                                        
              CALIFORNIA                   94-2404110
     (State or other Jurisdiction       (I.R.S. Employer
         of Incorporation or           Identification No.)
            Organization)
                                        
                              20525 Mariani Avenue
                           Cupertino, California 95014
                    (Address of Principal Executive Offices)
                                        
                                Director Warrants
                            (Full title of the Plan)
                                        
                             PETER M. MOLDAVE, ESQ.
                            Senior Counsel, Corporate
                              Apple Computer, Inc.
                         20525 Mariani Avenue, M/S 38-I
                           Cupertino, California 95014
                                 (408) 996-1010
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                        
                                        
                                    Copy to:
                                 JOHN FORE, ESQ.
                       Wilson, Sonsini, Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                 (415) 493-9300
                                        
                                        i
1
                                        
                                        
                         CALCULATION OF REGISTRATION FEE
                                        
                           Proposed     Proposed         
                           maximum      maximum     
 Title of     Amount to    offering    aggregate      Amount of
securities       be       price per     offering      registration
   to be     registered    unit (1)    price (1)      fee (2)
registered
                                                         
Common       20,000         $29.00      $580,000     $181.25
Stock        shares
issuable
upon
exercise of
Director
Warrants
                                        

(1)  Pursuant to Rule 457 under the Securities Act of 1933, this represents
     the exercise price of the warrants.

(2)  1/32 of 1% of the maximum aggregate offering price.

                                       ii
2

                              APPLE COMPUTER, INC.
                       REGISTRATION STATEMENT ON FORM S-8

                                     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:

          1.   The Company's Annual Report on Form 10-K for the fiscal year
     ended September 24, 1993, filed pursuant to Section 13 of the Exchange
     Act.
          2.   The  Company's Quarterly Report on Form 10-Q for the  fiscal
     quarter ended December 31, 1993, filed pursuant to Section 13  of  the
     Exchange Act.
          3.   The  Company's Quarterly Report on Form 10-Q for the  fiscal
     quarter  ended  April 1, 1994, filed pursuant to  Section  13  of  the
     Exchange Act.
          4.   The  description of the Company's Common Stock to be offered
     hereby,  which is contained in its Registration Statement on Form  8-A
     dated  October 30, 1981, as amended, filed pursuant to Section  12  of
     the Exchange Act.
          5.   The  description  of  the Company's  Common  Stock  Purchase
     Rights,  which is contained in its Registration Statement on Form  8-A
     dated May 26, 1989, filed pursuant to Section 12 of the Exchange Act.

      All documents filed by the Company pursuant to Sections 13(a), 13(c),
14  and  15(d) of the Exchange Act after the date hereof, and 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, shall be deemed to be incorporated by  reference  herein
and to be a part hereof from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

     Not Applicable.

                                      II-1
3

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The  Bylaws of the Company provide for indemnification of any officer
or  director who was or is a party or is threatened to be made a  party  in
any   action   or  proceeding  against  all  expenses,  judgments,   fines,
settlements   and  other  amounts  actually  and  reasonably  incurred   in
connection   with   all  threatened,  pending  or  completed   actions   or
proceedings,  including  civil, criminal, administrative,  arbitration  and
investigative actions and proceedings, including any appeal therein,  which
arise by reason of the fact that any such person is or was an agent of  the
Company.   Section  317 of the California Corporations  Code  authorizes  a
court  to  award, or a Company'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").  As permitted under  California
law,  the  Company's  Restated  Articles  of  Incorporation  eliminate  the
liability  of  a director to the Company or its shareholders  for  monetary
damages  for  breaches of his or her fiduciary duty of care, provided  that
such  liability  does not arise from certain proscribed conduct  (including
intentional  misconduct and breach of the duty of loyalty).  The  Company's
Restated Articles of Incorporation, as well as its Bylaws, further  provide
for indemnification of corporate agents to the maximum extent permitted  by
the California General Corporation Law.  Pursuant to the authority provided
in  its  Restated Articles of Incorporation, 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
protections.

      The  Company  currently maintains directors' and officers'  liability
insurance.   The policy insures directors and officers against  liabilities
incurred  in connection with their services to or on behalf of the Company,
except  for  certain  specified liabilities (including losses  incurred  in
connection with a public offering of securities).

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

                                      II-2
4

Item 8.  EXHIBITS

Exhibit
Number    Note  Description

    4.1   (1)   Common  Shares  Rights  Agreement dated as  of  May  15,  
		1989 between  the Company and the First National Bank of  
                Boston, as Rights Agent.

    5.1         Opinion of counsel as to legality of securities  being
                registered.

   10.A.4 (2)   Form of Director Warrant.

   24.1   (3)   Consent of counsel.

   24.2         Consent of independent auditors.

   25.1   (4)   Power of attorney.
________________
Notes:

  (1)Incorporated  by reference to Exhibit 1 to the Company's  Registration
      Statement  on  Form  8-A  filed  with  the  Securities  and  Exchange
      Commission on May 26, 1989.
  
  (2)Incorporated  by  reference to Exhibit 10.22 to the  Company's  Annual
      Report on Form 10-K for the fiscal year ended September 30, 1988.
  
  (3)Contained in Exhibit 5.1
  
  (4)See Pages II-5 to II-6.

Item 9.   UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

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

                                        
                                        
                                        
                                        
                                        
                                      II-3
5

      (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.

      (h)   Insofar  as indemnification for liabilities arising  under  the
Securities  Act  may  be permitted to directors, officers  and  controlling
persons of the Registrant pursuant to the provisions described in Item 6 of
Part  II  of  the Registration Statement, 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-4
6

                                   SIGNATURES

      Pursuant  to  the  requirements of the Securities Act  of  1933,  the
registrant, APPLE COMPUTER, INC., 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 this 25th day of May, 1994.

APPLE COMPUTER, INC.

By:  /s/ Michael Spindler        
     Michael Spindler, President and
     Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW  ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph A. Graziano, Michael Spindler
and  Edward  B.  Stead, and each of them, as his or  her  true  and  lawful
attorneys-in-fact  and  agents,  with  full  power  of   substitution   and
resubstitution, for him or her and in his or her name, place and stead,  in
any  and  all  capacities, to sign any and all amendments (including  post-
effective amendments) to this Registration Statement, and to file the  same
with all exhibits thereto and other documents in connection therewith, with
the  Securities  and Exchange Commission, granting unto said  attorneys-in-
fact  and  agents,  and each of them, full power and authority  to  do  and
perform each and every act and thing requisite and necessary to be done  in
connection therewith, as fully and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that  said
attorneys-in-fact  and  agents, or any of them, or  their  or  his  or  her
substitute  or substitutes, may lawfully do or cause to be done  by  virtue
hereof.

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

Signature                 Title                             Date

/s/ Michael Spindler      President and                     May 25, 1994
(Michael Spindler)        Chief Executive Officer
                          (Principal Executive Officer)
                          and Director

                                        
                                        
                                      II-5
7

Signature                 Title                             Date

/s/ Joseph A. Graziano    Executive Vice President and      May 25, 1994
(Joseph A. Graziano)      Chief  Financial Officer
                          (Principal Financial Officer)
                          and Director

/s/  Jeanne Seeley        Vice President and                May 25, 1994
(Jeanne Seeley)           Corporate Controller
                          (Principal Accounting Officer)

/s/  Peter O. Crisp       Director                          May  24, 1994
(Peter O. Crisp)

/s/ Bernard Goldstein     Director                          May 25, 1994
(Bernard Goldstein)

                         
(B. Jurgen Hintz)        Director

/s/ A.C. Markkula, Jr.   Director                           May 23, 1994
(A.C. Markkula, Jr.)

                         
(Paul G. Stern)          Director

                                      II-6
8

                                        
                                        
                                        
                                        
                                        
                                        
                       SECURITIES AND EXCHANGE COMMISSION
                                        
                             Washington, D.C. 20549
                                        
                                        
                         ______________________________
                                        
                                        
                                        
                                    FORM S-8
                                        
                             REGISTRATION STATEMENT
                                        
                                      under
                                        
                           THE SECURITIES ACT OF 1933
                                        
                                        
                         _______________________________
                                        
                                        
                                        
                              APPLE COMPUTER, INC.
                                        
                                        
                        ________________________________
                                        
                                        
                                        
                                    EXHIBITS
                                        
                                        
                        ________________________________
9
                                        
                                INDEX TO EXHIBITS
                                        
                                                               Sequentially
Exhibit                                                        Numbered
Number   Note Description				       Page

    4.1   (1) Common Shares Rights Agreement dated
              as of May 15, 1989 between the Company and
              the First National Bank of Boston, as Rights Agent.  10

   10.A.4 (2) Form of Director Warrant.                            10

    5.1       Opinion of counsel as to legality of securities
              being registered.                                    11

   24.1   (3) Consent of counsel.                                  10

   24.2       Consent of independent auditors.                     13

   25.1   (4) Power of attorney.                                   10
________________
Notes:

  (1)Incorporated  by reference to Exhibit 1 to the Company's  Registration
      Statement  on  Form  8-A  filed  with  the  Securities  and  Exchange
      Commission on May 26, 1989.
  
  (2)Incorporated  by  reference to Exhibit 10.22 to the  Company's  Annual
      Report on Form 10-K for the fiscal year ended September 30, 1988.
  
  (3)Contained in Exhibit 5.1
  
  (4)See Pages II-5 to II-6.
10