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<TYPE>LETTER
<SEQUENCE>1
<FILENAME>upload.txt
<DESCRIPTION>9/27/04 ITEM 4.01 8-K COMMENT LETTER DATED 10/5/04; WALSH
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Mail Stop 0406

October 5, 2004

Joseph S. Tibbetts, Jr.
Senior Vice President, Chief Financial Officer
and Principal Accounting Officer
Novell, Inc.
404 Wyman Street, Suite 500
Waltham, MA 02451

Re:   	Novell, Inc.
Form 8-K filed September 27, 2004
File No. 000-13351

Dear Mr. Tibbetts:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation
as to why our comments are inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

Form 8-K, filed September 27, 2004
1. Revise your disclosure to clearly indicate whether the former
accountant resigned, refused to stand for re-election or was
dismissed.  Refer to Item 304(a)(1)(i) of Regulation S-K.
2. We note that Ernst & Young LLP will be retained to complete the
fiscal year 2004 audit.  Please note that, at such time as the audit
is completed and the relationship has actually terminated, an
additional Form 8-K Item 4.01 will be required.  The Form 8-K should
address all of the disclosures required by Item 304 of Regulation S-K
through the date the relationship is terminated.  An updated letter
from the former accountant, filed as Exhibit 16, should be provided
along with the filing.  Supplementally, confirm to us your intentions
in this regard.

General

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require.  Since the
company and its management are in possession of all facts relating to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comment, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to
our comment on your filing.

Please provide the supplemental information requested above within 5
business days from the date of this letter.  The supplemental
information should be filed as correspondence on EDGAR.  The
amendment requested should be filed as promptly as possible.  Please
note that if you require longer than 5 business days to respond, you
should contact the staff immediately to request additional time.  Any
questions regarding the above should be directed to me at (202) 942-
1822, or in my absence, to Robert Benton at (202) 942-1811.

Sincerely,

Melissa Walsh
Staff Accountant

Novell, Inc.
October 5, 2004
Page 2

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