NOVELL INC
10-Q, 1995-03-13
COMPUTER INTEGRATED SYSTEMS DESIGN
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<PAGE>

             SECURITIES AND EXCHANGE COMMISSION
                 Washington, D.C. 20549

                       Form 10-Q



[X]    Quarterly Report Pursuant to Section 13 or 15(d)
       of the Securities Exchange Act of 1934
       For the Fiscal Quarter Ended January 28, 1995
                            or

[  ]   Transition Report Pursuant to Section 13 or 15(d)
        of the Securities Exchange Act of 1934
          For the transition period from                 
                                    to      

           Commission File Number:  0-13351

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

Delaware                                     87-0393339
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)                Identification No.)


                    1555 N. Technology Way
                       Orem, Utah 84057
(Address of principal executive offices and zip code)

                        (801) 429-7000
(Registrant's telephone number, including area code)


Indicate by check mark  whether the registrant (1) has  filed all
reports  required to  be  filed by  Section  13 or  15(d) of  the
Securities  Exchange Act of  1934 during the  preceding 12 months
(or for such shorter  period that the Registrant was  required to
file  such reports)  and  (2) has  been  subject to  such  filing
requirements for the past 90 days.

                          YES  X  NO ___

As  of February  25, 1995  there were  366,352,534 shares  of the
registrant's common stock outstanding.

</PAGE>

<PAGE>
<TABLE>

Part I.  Financial Information, Item 1.  Financial Statements



                            NOVELL, INC.
          CONSOLIDATED UNAUDITED CONDENSED BALANCE SHEETS

<C>                                          <S>              <S>
                                                Jan. 28,      Oct. 29,
Dollars in thousands, except per share data         1995          1994
- -------------------------------------------    ---------      -------- 
ASSETS

Current assets
  Cash and short-term investments             $  961,270    $  861,809 
  Receivables,  less  allowances  
        ($87,585  - January;  
         $82,934  - October)                     421,592       391,342 
  Inventories                                     26,504        32,221 
  Prepaid expenses                                57,472        69,324 
  Deferred income taxes                          102,055        98,435 

Total current assets                           1,568,893     1,453,131 

Property, plant and equipment, net               382,414       394,682 
Other assets                                     104,635       115,668 

Total assets                                  $2,055,942    $1,963,481 

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Accounts payable                            $   94,117    $   67,176 
  Accrued compensation                            74,737        81,639 
  Accrued marketing liabilities                   63,917        66,800 
  Other accrued liabilities                       92,828       121,165 
  Income taxes payable                            78,331        78,139 
  Deferred revenue                                43,260        47,801 

Total current liabilities                        447,190       462,720 

Minority interests                                15,268        13,774 

Shareholders' equity
  Common stock, par value $.10 a share
      Authorized - 400,000,000 shares
      Issued - 365,575,883 shares-January          
           364,354,887 shares-October             36,558       36,436 
  Additional paid-in capital                     661,348      645,419 
  Retained earnings                              895,578      805,132 

Total shareholders' equity                     1,593,484    1,486,987 

Total liabilities and shareholders' equity    $2,055,942   $1,963,481 

See notes to consolidated unaudited condensed financial statements.

</TABLE>
</PAGE>

<PAGE>
<TABLE>

                            NOVELL, INC.
       CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF INCOME

                                          Fiscal Quarter Ended
                                          ---------------------

<C>                                      <S>            <S>
                                         

Amounts in thousands,                     Jan. 28,      Jan. 29,
except per share data                         1995          1994
- ---------------------                     ---------------------

Net sales                                 $493,225      $488,278  
Cost of sales                              116,875       103,777  
 
Gross profit                               376,350       384,501  

Operating expenses  
   Sales and marketing                     139,803       126,220  
   Product development                      89,817        83,543  
   General and administrative               33,970        44,027  
   Nonrecurring charges                        --         14,969  

Total operating expenses                   263,590       268,759  
Income from operations                     112,760       115,742  

Other income (expense)
   Investment income                         9,567        10,949  
   Other, net                                  258         (247)  

Other income, net                            9,825        10,702  

Income before taxes                        122,585       126,444  
Income taxes                                41,066        31,984  
Net income                                $ 81,519      $ 94,460  

Weighted average shares outstanding        372,027       368,076  

Net income per share                     $    0.22      $   0.26  




See notes to consolidated unaudited condensed financial statements.

</TABLE>
</PAGE>

<PAGE>
<TABLE>


                            NOVELL, INC.
     CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS



                                                  Fiscal Quarter Ended
                                                  -------------------- 

<C>                                              <S>            <S>
                                                 Jan. 28,       Jan. 29,
Amounts in thousands                                1995            1994
- --------------------                             --------       --------

Cash flows from operating activities

  Net income                                     $ 81,519       $ 94,460 

Adjustments to reconcile net income to net cash
provided (used) by operating activities
  Write-off of purchased research 
    and development                                   --         14,969
  Depreciation and amortization                    23,065        20,073 
  WordPerfect fiscal year conversion                  --        (39,856)
  Stock plans income tax benefits                   4,734         7,012 
  (Increase) decrease in receivables              (30,250)       47,911 
  Decrease (increase) in inventories                5,717        (3,184)
  Decrease in prepaid expenses                     11,852         2,334 
  (Increase) in deferred income taxes              (1,505)       (9,248)
  (Decrease) in current liabilities                (15,530)     (37,378)

Net cash provided from operating activities         79,602       97,093 

Cash flows from financing activities
  Issuance of common stock, net                      7,669        4,281 
  Repayment of debt                                    --           --        
  Other                                                --         7,033 

Net cash provided from financing activities          7,669       11,314 

Cash flows from investing activities
  Expenditures for property, plant and equipment    (9,372)     (17,345)
  (Increase) decrease in short-term investments   (106,021)         573 
  Other                                             21,562       10,456 

Net cash used by investing activities              (93,831)      (6,316)

Total (decrease) increase in cash and 
  cash equivalents                               $  (6,560)    $102,091 
Cash and cash equivalents - beginning of period    228,426      383,596 

Cash and cash equivalents - end of period          221,866      485,687 
Short-term investments - end of period             739,404      335,028 

Cash and short-term investments - end of period  $ 961,270    $ 820,715 


See notes to consolidated unaudited condensed financial statements.
</TABLE>
</PAGE>

<PAGE>

NOVELL, INC.
NOTES TO CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS

A.  Quarterly Financial Statements

    The  accompanying  consolidated unaudited  condensed  financial
    statements  have   been   prepared  in   accordance  with   the
    instructions  to  Form 10-Q  but  do  not  include  all of  the
    information  and  footnotes   required  by  generally  accepted
    accounting  principles  and   should  therefore,  be  read   in
    conjunction with  the Company's  fiscal 1994  Annual Report  to
    Shareholders.     These   statements  do   include  all  normal
    recurring adjustments which the  Company believes necessary for
    a fair presentation of the  statements.  The  interim operating
    results are  not necessarily indicative  of the  results for  a
    full year.  

B.  Mergers, Acquisitions, and Strategic Investments

    In June 1994,  the Company completed a merger with  WordPerfect
    Corporation   (WordPerfect)  whereby   WordPerfect  was  merged
    directly  into Novell.    Approximately  51 million  shares  of
    Novell common stock were exchanged  for all of  the outstanding
    common  stock  of   WordPerfect.    In  addition,   outstanding
    employee stock  options to  purchase  WordPerfect common  stock
    were  converted  into  options  to  purchase  approximately   8
    million shares  of Novell  common stock.   The  transaction was
    accounted for  as a  pooling of  interests  and therefore,  all
    prior period financial statements presented have  been restated
    as if the merger took place at the beginning of such periods.

    In order to conform WordPerfect s  year end to  Novell s fiscal
    year end, the consolidated statement  of income for fiscal 1994
    includes   two  months   (November  and   December   1993)  for
    WordPerfect   which  are  also  included  in  the  consolidated
    statement  of income  for  the  fiscal year  ended  October 30,
    1993.  Accordingly, an  adjustment has been made in fiscal 1994
    to retained earnings for the  duplication of net income  of $40
    million   for  such  two   month  period.    Other  results  of
    operations for  such two  month period  of WordPerfect  include
    net sales of $137  million, income before taxes of $35 million,
    and income tax benefits of $5 million.

    Additionally, in June  1994, the Company acquired from  Borland
    International, Inc.  its Quattro  Pro spreadsheet product  line
    for $110  million  of  cash  and  assumed  liabilities  of  $10
    million, and  purchased a three year  license to reproduce  and
    distribute  up  to one  million  copies of  current and  future
    versions of  Borland s Paradox relational  database product for
    $35 million of  cash.  The  transaction was accounted for  as a
    purchase  and, on this basis, resulted in  a one-time write-off
    of $114 million for purchased research and development.

C.  Cash and Short-term Investments

    The Company  adopted the provisions  of Statement of  Financial
    Accounting  Standards (SFAS)  No. 115,  Accounting for  Certain
    Investments  in Debt and Equity Securities in the first quarter
    of fiscal 1995.  All marketable debt  and equity  securities are 
    included in  cash and short-term investments  and are considered 
    available-for-sale and  carried  at  fair   market  value.    
    Such   securities  are   anticipated  to be used for current  
    operations and are therefore classified  as current  assets, even 
    though some  maturities  may  extend beyond one year.

    In  accordance  with  SFAS  No.  115,  prior  period  financial
    statements have not  been restated  to reflect  this change  in
    accounting  principal.   The opening  balance of  shareholders 
    equity was  increased  by $9  million,  net  of $4  million  of
    deferred income  taxes, to reflect  the net unrealized  holding
    gains  on securities  classified  as  available-for-sale, which
    were previously carried at the lower-of-cost-or-market.

    The following is a summary of cash and short-term  investments,
    all of which are considered available-for-sale.
</PAGE>

<PAGE>
<TABLE>

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

                                               Gross        Gross               Fair
                                Cost at   Unrealized   Unrealized    market value at        Cost at
(Dollars in thousands)     Jan. 28, 1995       Gains       Losses      Jan. 28, 1995   Oct. 29, 1994
- -------------------------  -------------  -----------  ----------    ---------------   -------------
Cash and cash equivalents                                      
                          
  Cash                       $  82,124    $   --         $   --           $ 82,124        $101,331
  Repurchase agreements         26,400                                      26,400          19,309
  Tax exempt money market 
   fund                         33,672        --             --             33,672          29,394
  Taxable money market 
   investments                  19,270        --             --             19,270          13,357
  Municipal securities          60,400        --             --             60,400          65,035
- --------------------------------------------------------------------------------------------------
Cash and cash equivalents     $221,866    $   --         $   --           $221,866        $228,426
- --------------------------------------------------------------------------------------------------

Short-term investments
    Municipal securities      $206,285    $   --         $ 827             $205,458       $201,491
    Money market mutual funds   41,278        --             --             41,278         104,388
    Money market preferreds    387,350        --             --            387,350         306,700
    Mutual funds                77,771        201            --             77,972          13,017
    Equity securities           13,722      13,624            --             27,346          7,787
- --------------------------------------------------------------------------------------------------
Short-term investments        $726,406     $13,825        $ 827             $739,404      $633,383
- --------------------------------------------------------------------------------------------------
Cash and short-term 
 investments                  $948,272     $13,825        $ 827             $961,270      $861,809
- --------------------------------------------------------------------------------------------------

</TABLE>

    During the  first quarter  of fiscal  1995 the  Company had  no
    realized  gains on the  sale of securities compared to realized
    gains in  the first quarter  of fiscal 1994  of $7 million  and
    realized  losses of  $1 million on  the sale  or disposition of
    securities.

D.  Income Taxes

    The  Company's  estimated  effective tax  rate  for  the  first
    quarter  of   fiscal  1995  was   33.5%.    Excluding   non-tax
    deductible  one-time  charges  related  to  the  write-off   of
    purchased research  and development  of $15  million in  fiscal
    1994 and  adjusting fiscal  1994  to  reflect a  provision  for
    income  taxes   as  if  WordPerfect   and  its  S   corporation
    subsidiaries  had  never  been  S  corporations, the  Company s
    effective tax rate  would have  been 34% in  fiscal 1994.   The
    Company paid cash amounts for  income taxes of $27  million and
    $15 million,  in the  first quarter  of fiscal  1995 and  1994,
    respectively.

E.   Commitments and Contingencies

     The Company  currently has  a $10  million unsecured  revolving
     bank  line of credit,  with interest  at the  prime rate.   The
     line  can  be used  for  either  letter  of  credit or  working
     capital purposes.  The  line is subject to  the terms of a loan
     agreement  containing  financial  covenants  and  restrictions,
     none  of  which  are  expected  to  significantly  affect   the
     Company s  operations.   At  January  28,  1995 there  were  no
     borrowings, letter of  credit acceptances or commitments  under
     such line.

     The Company has an additional $10 million credit facility  with
     another bank which is not subject to a loan agreement. 
     At January 28, 1995  standby letters of credit of approximately
     $100,000 were outstanding under this agreement.

<PAGE>

     On  November 10,  1993, a  suit  was  filed against  Novell and
     certain of  its officers  and directors  alleging violation  of
     federal  securities  laws.   Another  lawsuit  alleging similar
     claims was filed August 26, 1994.   Both lawsuits were  brought
     as purported  class actions on behalf  of purchasers of  Novell
     common stock.   On  February 22,  1995 the plaintiffs   amended
     November  10,  1993  lawsuit  was  dismissed  with   prejudice.
     Novell does not believe that the  resolution of the August  26,
     1994  lawsuit  will  have a  material  adverse  effect  on  its
     financial position or results of operations.

     The  Company  is  a  party  to  a  number  of  additional legal
     proceedings arising in  the ordinary course  of business.   The
     Company believes  the ultimate  resolution of  the claims  will
     not  have a  material adverse effect on  its financial position
     or results of operations.

F.   International Sales 

     The Company  markets internationally  through distributors  who
     sell to  dealers and end users.  For the  fiscal quarters ended
     January 28, 1995 and January 29,  1994, sales to  international
     customers were  approximately $222  million  and $217  million,
     respectively.  In the first quarters  of fiscal 1995 and fiscal
     1994, 59%  and 64%, respectively,  of international sales  were
     to European  countries.  No  one foreign  country accounted for
     10% or more of  total sales in  either period.  Except for  one
     multi-national distributor, which  accounted for 18% of revenue
     in the first quarter  of 1995 and 11%  of revenue in  the first
     quarter of  fiscal 1994,  no customer  accounted for  more than
     10% of revenue in any period.

G.   Net Income Per Share

     Net income per  share is  computed using  the weighted  average
     number  of  common  shares  outstanding  during  the   periods,
     including   common  stock  equivalents  (unless  antidilutive).
     Common stock equivalents consist of outstanding stock options.

</PAGE>

<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations

Introduction    

Novell s  business is connecting  people with other  people and the
information  they  need,  enabling  them  to  act  on  it  anytime,
anyplace.    Novell  is  a   leading  provider  of  networking  and
application software.  The  Company s software products provide the
distributed  infrastructure,  network  services,  advanced  network
access  and  network   applications  required  to   make  networked
information  and computing  an  integral part  of everyone s  daily
life.

Over the past several years, the Company has issued common stock or
paid  cash to acquire technology  companies, invested cash in other
technology  companies, and  formed strategic  alliances with  still
other  technology  companies.     Novell  undertook  all  of  these
transactions to  promote a pervasive computing  environment, and in
many cases to  also broaden the Company s business as  a system and
application software supplier.

In  June 1994,  the  Company completed  a  merger with  WordPerfect
Corporation (WordPerfect), whereby WordPerfect was  merged directly
into  Novell.   Approximately 51  million shares  of  Novell common
stock were exchanged  for all  of the outstanding  common stock  of
WordPerfect.   In addition, the outstanding  employee stock options
to purchase WordPerfect common stock were converted into options to
purchase  approximately 8  million shares  of Novell  common stock.
The transaction was  accounted for  as a pooling  of interests  and
therefore,  all prior  financial statements  presented herein  have
been restated as if the merger  took place at the beginning of such
periods.

Additionally,  in  June 1994,  the  Company  acquired from  Borland
International, Inc.  its Quattro  Pro spreadsheet product  line for
$110  million of cash and  assumed liabilities of  $10 million, and
purchased  a three year license  to reproduce and  distribute up to
one  million copies  of current  and future  versions of  Borland s
Paradox relational database product  for $35 million of cash.   The
transaction was accounted  for as  a purchase and,  on this  basis,
resulted  in a  one-time write-off  of  $114 million  for purchased
research and development.

The  Company  will  continue  to  look  for  similar  acquisitions,
investments or strategic alliances which it believes complement its
overall business strategy.

Results of Operations

Net Sales
                                    Q1                            Q1
                                   1995         Change          1994
- --------------------------------------------------------------------
Net sales (millions)               $493            1%           $488
====================================================================

With  the acquisition  of  WordPerfect in  fiscal 1994,  Novell has
redefined  itself into four product groups, all within the software
industry.    They   are  the  NetWare  Systems  Group,  the  Novell
Applications  Group, the  UNIX Systems  Group, and  the Information
Access and  Management  Group.   While revenue  increased from  the
first quarter of 1994 to the first quarter of 1995, analysis of the
individual product  groups  characterizes  the  changes  that  have
occurred.

NetWare  Systems  Group (NSG)  revenues grew  by  19% in  the first
quarter of 1995 compared to  the first quarter of   1994.  Most  of
the growth was in the NetWare 4  product family, slightly offset by
a decrease in the NetWare 3 product family.

Novell Applications Group  (NAG) revenues decreased  by 18% in  the
first quarter of  1995 compared to the first quarter  of 1994.  The
decrease  is the  result of  decreases in  stand alone  WordPerfect
products, somewhat offset by increases from the PerfectOffice suite
as well as GroupWare applications.

</PAGE>

<PAGE>

UNIX Systems  Group  (USG)  revenues decreased  14%  in  the  first
quarter  of 1995  compared  to  the first  quarter  of  1994.   The
decrease  was attributable to lower source code revenues and to the
anticipation of a new UnixWare version to be released in the second
quarter of fiscal 1995.  

Information Access  and Management Group (IAMG)  revenues decreased
by 13% in  the first quarter of 1995 compared  to the first quarter
of 1994.   The decrease  was a  result of lower  shipments of  Host
Connectivity  products  as well  as  a decline  in  Advanced Access
Applications.

International  sales represented  45% of total  sales in  the first
quarter of 1995 compared to 44% in  the first quarter of 1994.  The
Company expects that  international sales will continue  to grow at
least at the same rate as domestic sales in fiscal 1995. 

Gross Profit
                                      Q1                         Q1
                                    1995        Change         1994
- -------------------------------------------------------------------
Gross profit (millions)             $376           -2%         $385 
Percentage of net sales              76%                        79%
===================================================================

The  gross margin  percentage  decreased in  the  first quarter  of
fiscal 1995 compared to the first quarter of fiscal 1994 due to the
introduction  and upgrade  pricing for  PerfectOffice sales  and to
higher royalty  costs related to the  Paradox license amortization.
Future fluctuations in  the gross profit  margin will be  primarily
attributable to price changes,  changes in sales mix by  product or
distribution channel, and special  product promotions.  The Company
expects the gross  profit margin  in fiscal 1995  to be  relatively
flat compared to the gross profit margin in fiscal 1994. 






</PAGE>
<PAGE>
<TABLE>


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

Operating Expenses
                                         Q1                         Q1
                                       1995         Change        1994
- ----------------------------------------------------------------------
Sales and marketing (millions)         $140          11%          $126   
Percentage of net sales                  28%                        26%
- ----------------------------------------------------------------------
Product development (millions)          $90           7%           $84   
Percentage of net sales                  18%                        17%
- ----------------------------------------------------------------------
General and administrative (millions)   $34         -23%           $44   
Percentage of net sales                   7%                         9%
- ----------------------------------------------------------------------
Nonrecurring charges (millions)          --          --            $15   
Percentage of net sales                  --                          3%
- ----------------------------------------------------------------------
Total operating expenses (millions)    $264          -2%          $269   
Percentage of net sales                  53%                        55%
======================================================================

</TABLE>

Sales and marketing expenses increased as a percentage of net sales
in the first  quarter of fiscal 1995 compared  to the first quarter
of  fiscal 1994.  The increase is attributable to relatively higher
corporate and  product marketing expenses somewhat  offset by lower
domestic and  international selling expenses.   Sales and marketing
expenses fluctuate as a percentage of net sales in any given period
due  to  product  promotions,  advertising  or other  discretionary
expenses.

Product development expenses increased as a percentage of net sales
in the first quarter  of fiscal 1995 compared to the  first quarter
of fiscal 1994 as a  result of an effort to increase  the Company's
investment in new products.  

</PAGE>

<PAGE>

General and  administrative expenses  decreased as a  percentage of
net sales in the first quarter of fiscal 1994 compared to the first
quarter  of fiscal  1994.   The decrease  is attributable  to lower
legal expenses and a reduction in headcount.

During the first quarter of 1994, the Company wrote off $15 million
of  non-tax  deductible  purchased  research and    development  in
connection with the acquisition of SoftSolutions.

Overall,  operating expenses, excluding  nonrecurring charges, have
grown more rapidly  than revenues  in the first  quarter of  fiscal
1995 compared to  the first  quarter of fiscal  1994 due to  higher
sales and marketing expenses as  well as higher product development
costs. 
 
<TABLE>   

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

                                            Q1                         Q1
                                          1995         Change        1994
- ---------------------------------------------------------------------------
Employees                                7,808          -16%        9,350
Annualized revenue per employee (000's)   $243           23%         $197
===========================================================================

</TABLE>
</PAGE>

<PAGE>
Early  in  fiscal  1994  WordPerfect  reduced  its  workforce  by
approximately 1,000 employees.  Subsequent to the merger  between
Novell and  WordPerfect, there  was  an additional  reduction  in
force of  approximately 1,100.  In  the first quarter of  1995 an
additional 650 employees   functions were outsourced  as part  of
the restructuring.  As a  result of these reductions,  annualized
revenue per employee increased  23% in the first quarter  of 1995
compared to the same period in 1994.

<TABLE>

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

Other Income (Expense)
                                            Q1                            Q1
                                          1995          Change          1994 
- ----------------------------------------------------------------------------
Other income (expense), net (millions)     $10            -9%            $11
Percentage of net sales                      2%                            2%
============================================================================

</TABLE>


The  primary component  of other  income (expense)  is investment
income, which was $10 million in the first quarter of fiscal 1995
compared to $11 million in the first quarter of fiscal 1994.  The
decrease  is the  result of  the sale  of some  of  the Company s
holdings  in Gupta  Technologies, Inc.  in  the first  quarter of
1994.   In order to achieve potentially higher returns, a limited
portion of  the Company's  investment  portfolio is  invested  in
mutual  funds which incur some market risk.  The Company believes
that the market risk  has been limited by diversification  and by
use of a funds management timing service which switches funds out
of mutual funds and  into money market funds when  preset signals
occur.  

<TABLE>

<C>                                <S>            <S>            <S>
Income Taxes
                                     Q1                            Q1
                                   1995           Change         1994
- ---------------------------------------------------------------------
Income taxes (millions)             $41             28%           $32
Percentage of net sales               8%                            7%
Effective tax rate                   34%                           25%
=====================================================================

</TABLE>
</PAGE>

<PAGE>

The  Company s estimated tax rate for fiscal 1995 is 33.5%, which
is down slightly from the fiscal 1994 rate of 34%, excluding  the
effect of the non-tax deductible  one-time charges related to the
write-off of purchased research and development of $15 million in
the  first  quarter of  fiscal 1994  and  adjusting to  reflect a
provision  for  income  taxes   as  if  WordPerfect  and  its   S
corporation subsidiaries had never been S corporations.

<TABLE>

<C>                             <S>              <S>            <S>
Net Income and Net Income 
  Per Share
                                   Q1                              Q1
                                 1995            Change          1994
- ---------------------------------------------------------------------
Net income (millions)             $82             -13%            $94
Percentage of net sales            17%                            19%
Net income per share             $.22             -15%           $.26
=====================================================================

</TABLE>

<TABLE>

<C>                                          <S>           <S>            <S>
Liquidity and Capital Resources      
                                                Q1                          Q4
                                              1995         Change         1994
- ------------------------------------------------------------------------------
Cash and short-term investments (millions)    $961           11%          $862
Percentage of total assets                      47%                         44%
===============================================================================

</TABLE>

Cash and  short-term investments  increased  to $961  million  at
January 28,  1995 from $862  million at  October 29,  1994.   The
major  reasons for  this increase  were the  $80 million  of cash
provided by  operating activities,  the  $8 million  provided  by
financing activities  and the  $22  million provided  from  other
investing activities, offset by  the $9 million used  for capital
asset purchases.   The investment portfolio  is diversified among
security  types, industry  groups, and  individual issuers.   The
Company's principal source of liquidity has been from operations.
At January  28, 1995, the  Company's principal unused  sources of
liquidity  consisted  of  cash  and  short-term  investments  and
available borrowing  capacity of approximately $20  million under
its  credit  facilities.    The  Company's  liquidity  needs  are
principally for  the Company's financing of  accounts receivable,
capital assets,  acquisitions and  strategic  investments and  to
have  flexibility  in   a  dynamic   and  competitive   operating
environment.

During fiscal  1995 the  Company has  continued to  generate cash
from  operations.  The Company anticipates being able to fund its
current  operations  and  capital expenditures  planned  for  the
foreseeable  future with existing cash and short-term investments
together with  internally generated funds.   Borrowings under the
Company's  credit facilities,  or public  offerings of  equity or
debt securities are available if the need arises.  As the Company
grows, investments will  continue in product  development in  new
and  existing areas  of technology.   Cash  may also  be  used to
acquire technology through  purchases and strategic acquisitions.
Capital  expenditures  in  fiscal  1995  are  anticipated  to  be
approximately  $80 million, but could be reduced if the growth of
the Company is less than presently anticipated.

</PAGE>

<PAGE>

Part II. Other Information

Except as listed below, all information required by items in Part
II is omitted because the items are inapplicable or the answer is
negative.

Item 1.  Legal Proceedings.

The information required  by this item is  incorporated herein by
reference  to Footnote  E of  the Company s  financial statements
contained in Part I, Item 1 of this Form 10-Q.

Item 6.  Exhibits and Reports on Form 8-K.


(a)                        Exhibits

Exhibit
Number          Description
- -------         -----------
  27*           Financial Data Schedule

(b)             Reports on Form 8-K.

No  reports  on  Form  8-K  were  filed   by  the
Registrant during the quarter ended January 28, 1995.



- -------------------------------                                         
*Filed herewith




</PAGE>

<PAGE>


                              SIGNATURES


  Pursuant to the  requirements of the Securities  and Exchange Act
  of 1934, the registrant has duly caused this report to  be signed
  on its behalf by the undersigned, thereunto duly authorized.




                                     Novell, Inc.
                                     ------------             
                                     (Registrant)



Date:  March 10, 1995                /s/ Robert J. Frankenberg
                                     -------------------------
                                     Robert J. Frankenberg
                                     Chairman of the Board,
                                     President, Chief Executive
                                     Officer and Director
                                     (Principal Executive Officer)



Date:  March 10, 1995                /s/ James R. Tolonen
                                     ------------------------
                                     James R. Tolonen
                                     Executive Vice President and 
                                     Chief Financial Officer 
                                     (Principal Financial Officer)



Date:  March 10, 1995                /s/ Stephen C. Wise
                                     ------------------------
                                     Stephen C. Wise
                                     Senior Vice President, Finance
                                     (Principal Accounting Officer)

</PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          OCT-28-1995
<PERIOD-END>                               JAN-28-1995
<CASH>                                         221,866
<SECURITIES>                                   739,404
<RECEIVABLES>                                  421,592
<ALLOWANCES>                                  (87,585)
<INVENTORY>                                     26,504
<CURRENT-ASSETS>                             1,568,893
<PP&E>                                         688,499
<DEPRECIATION>                               (306,085)
<TOTAL-ASSETS>                               2,055,942
<CURRENT-LIABILITIES>                          447,190
<BONDS>                                              0
<COMMON>                                        36,558
                                0
                                          0
<OTHER-SE>                                   1,556,926
<TOTAL-LIABILITY-AND-EQUITY>                 2,055,942
<SALES>                                        493,225
<TOTAL-REVENUES>                               493,225
<CGS>                                          116,875
<TOTAL-COSTS>                                  116,875
<OTHER-EXPENSES>                               263,590
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                122,585
<INCOME-TAX>                                    41,066
<INCOME-CONTINUING>                             81,519
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    81,519
<EPS-PRIMARY>                                      .22
<EPS-DILUTED>                                      .22
        

</TABLE>


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