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)
                                        
                             1990 Stock Option Plan
                            (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 (2)    price (2)     fee (3)
registered       (1)
                                                         
Common       3,600,000      $30.75    $110,700,000   $34,593.75
Stock        shares                        
issuable
under the
1990 Stock
Option Plan
                                        

(1)  Pursuant to Rule 429 promulgated under the Securities Act of 1933,  as
     amended  (the  "Securities Act"), the prospectuses  relating  to  this
     Registration Statement also relate to shares registered under Form S-8
     Registration  Statements Nos. 2-70449, 2-85095, 33-866, 33-23650,  33-
     31075  and 33-47596.  A total of 43,400,000 shares issuable under  the
     1990 Stock Option Plan and its predecessor, the 1981 Option Plan,  has
     previously been registered under the Securities Act.

(2)  Represents the fair market value of the Common Stock on May 24,  1994,
     based  on  the last sale price reported by the NASDAQ National  Market
     System for such date.

(3)  1/32 of 1% of the maximum aggregate offering price.




















                                       ii

<PAGE>                               2

                Incorporation of Previous Registration Statement
                                        

     Pursuant  to  General  Instruction E of Form  S-8,  this  Registration
     Statement  is filed solely to register an additional 3,600,000  shares
     under the 1990 Stock Option Plan (the "1990 Plan"), which increase  in
     shares  was  approved  by  the shareholders at  the  Company's  Annual
     Meeting  of Shareholders on January 26, 1994.  Pursuant to Instruction
     E,  the  contents of the Registrant's Form S-8 Registration Statements
     Nos.  2-70449,  2-85095, 33-866, 33-23650, 33-31075 and  33-47596  are
     hereby incorporated by reference.



































                                      II-1

<PAGE>                               3


                                   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-2

<PAGE>                               4





/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-3

<PAGE>                               5

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

<PAGE>                               6
                                        
                                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.   7

   10.A.5 (2)   1990 Stock Option Plan                            7

    5.1         Opinion of counsel as to legality of 
                securities being registered.                      8

   24.1   (3)   Consent of counsel.                               7

   24.2         Consent of independent auditors.                  10

   25.1   (4)   Power of attorney.                                7
________________
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.A.5  to  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.
  
  (3)Contained in Exhibit 5.1
  
  (4)See Pages II-2 to II-3.
  
  
  
  
  
  
  
  
  
  
  
  
  

<PAGE>                               7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11572}]
{"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": "033-53895", "film-number": "94531250"}, "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)
                                        
                             1990 Stock Option Plan
                            (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 (2)    price (2)     fee (3)
registered       (1)
                                                         
Common       3,600,000      $30.75    $110,700,000   $34,593.75
Stock        shares                        
issuable
under the
1990 Stock
Option Plan
                                        

(1)  Pursuant to Rule 429 promulgated under the Securities Act of 1933,  as
     amended  (the  "Securities Act"), the prospectuses  relating  to  this
     Registration Statement also relate to shares registered under Form S-8
     Registration  Statements Nos. 2-70449, 2-85095, 33-866, 33-23650,  33-
     31075  and 33-47596.  A total of 43,400,000 shares issuable under  the
     1990 Stock Option Plan and its predecessor, the 1981 Option Plan,  has
     previously been registered under the Securities Act.

(2)  Represents the fair market value of the Common Stock on May 24,  1994,
     based  on  the last sale price reported by the NASDAQ National  Market
     System for such date.

(3)  1/32 of 1% of the maximum aggregate offering price.

                                       ii
2

                Incorporation of Previous Registration Statement
                                        

     Pursuant  to  General  Instruction E of Form  S-8,  this  Registration
     Statement  is filed solely to register an additional 3,600,000  shares
     under the 1990 Stock Option Plan (the "1990 Plan"), which increase  in
     shares  was  approved  by  the shareholders at  the  Company's  Annual
     Meeting  of Shareholders on January 26, 1994.  Pursuant to Instruction
     E,  the  contents of the Registrant's Form S-8 Registration Statements
     Nos.  2-70449,  2-85095, 33-866, 33-23650, 33-31075 and  33-47596  are
     hereby incorporated by reference.

                                      II-1
3

                                   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-2
4

/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-3
5

                                        
                                        
                                        
                                        
                                        
                                        
                       SECURITIES AND EXCHANGE COMMISSION
                                        
                             Washington, D.C. 20549
                                        
                                        
                         ______________________________
                                        
                                        
                                        
                                    FORM S-8
                                        
                             REGISTRATION STATEMENT
                                        
                                      under
                                        
                           THE SECURITIES ACT OF 1933
                                        
                                        
                         _______________________________
                                        
                                        
                                        
                              APPLE COMPUTER, INC.
                                        
                                        
                        ________________________________
                                        
                                        
                                        
                                    EXHIBITS
                                        
                                        
                        ________________________________
6
                                        
                                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.   7

   10.A.5 (2)   1990 Stock Option Plan                            7

    5.1         Opinion of counsel as to legality of 
                securities being registered.                      8

   24.1   (3)   Consent of counsel.                               7

   24.2         Consent of independent auditors.                  10

   25.1   (4)   Power of attorney.                                7
________________
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.A.5  to  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.
  
  (3)Contained in Exhibit 5.1
  
  (4)See Pages II-2 to II-3.
7