SecProbe.io

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October 22, 2004

Mail Stop 4-6

Joseph A. LaSala, Jr.
Novell, Inc.
404 Wyman Street
Waltham, MA 02451

Re:	Novell, Inc.
	Registration Statement on Form S-3
	Filed September 24, 2004
	File No. 333-119281

Dear Mr. LaSala:

	This is to advise you that we have limited our review of the
above referenced Form S-3 registration statement to the Selling
Securityholders and Plan of Distribution sections as well as the legal
opinion provided by counsel, and we 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 comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  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.

1. Please identify the natural person(s) with sole or shared voting or
dispositive power over the shares held by the selling securityholders
for each of the entities listed in the Selling Securityholders table.
Refer to interpretation 4S of the Regulation S-K section of the March
1999 supplement to the Publicly Available Telephone Interpretation
Manual and interpretation I.60 of the July 1997 Publicly Available
Telephone Interpretation Manual which are publicly available on our
website.  Also, for entities such as Thomas Weisel Partners, to ensure
clarity please include the full name of the entity.

2. You indicate that the selling securityholder information is
provided as of September 23, 2004.  Please note that the selling
securityholder information should be provided as of the anticipated
effective date.   Please expand footnote 1 on page 56 to clarify that
the selling shareholder information would be provided by means of
prospectus supplements with respect to pledgees, donees, transferees
and other successors who acquire their shares after the effective date
of the registration statement from named selling securityholders, and
that in other instances would be provided by post-effective amendment.

3. We note that it appears the aggregate dollar value of the notes
issued to named persons does not equate to the aggregate dollar amount
registered.  Please include a separate line item in your Selling
Securityholder table that aggregates the dollar value of offered
securities attributable to unnamed selling securityholders. Further,
please state that these securityholders cannot use the prospectus to
sell shares.  Also, indicate that you will file by post-effective
amendment that contains the information required by Item 507 of
Regulation S-B for all the unnamed securityholders.

4. Please revise the final sentence of the sixth paragraph on page 60
to identify which of the selling securityholders is a registered
broker-dealer, and unless a registered broker-dealer that is a selling
securityholder acquired its shares as transaction-based compensation
for investment banking services, name the broker-dealer as an
underwriter.  Please also indicate which selling securityholders are
affiliated with a registered broker-dealer and briefly describe the
affiliation.  With respect to any selling securityholder that is an
affiliate of a registered broker-dealer, disclose whether such selling
securityholder purchased its shares in the ordinary course of
business, and whether at the time of the purchase of the securities to
be resold, the seller had any agreements or understandings, directly
or indirectly, with any person to distribute the securities.

5. Please supplementally confirm that Citigroup Global Markets Inc.,
received the securities it is offering as transaction-based
compensation for investment banking services and in your response
letter describe the terms on which these securities were earned as
compensation.

6. You indicate that the selling securityholders may engage in short
sales and hedging transactions.  If true, please confirm that none of
selling securityholders currently has an open position in Novell
common stock or debentures except as disclosed in the footnotes to the
Selling Securityholders table.  Also, supplementally confirm that you
and the selling securityholders are aware of interpretation A.65, of
the July 1997 Publicly Available Telephone Interpretation Manual on
this matter.

7. Please update your Form S-3 to incorporate by reference all
documents subsequently filed, including your current report on Form 8-
K and amendment thereto dated September 27, 2004 and October 7, 2004,
respectively.

8. Please have counsel supplementally confirm that it is their
understanding that the reference in exhibit 5.1 to "Delaware General
Corporation Law" includes other Delaware statutory provisions as well
as the Delaware Constitution and reported judicial decisions
interpreting these laws.

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 for an
informed decision.  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.

	Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

* the company may not assert this action 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 connection with our review of your filing or
in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of the
fact that those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of
the securities specified in the above registration statement.  We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

	We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate time
after the filing of any amendment for further review before submitting
a request for acceleration.  Please provide this request at least two
business days in advance of the requested effective date.

	If you have any questions, please call Adam Halper at (202) 824-
5523. If you require additional assistance you may contact Mark
Shuman, Special Counsel, at (202) 942-2845 or the undersigned at (202)
942-1800.

							Sincerely,

							Barbara C. Jacobs
							Assistant Director

cc: 	Howard L. Schecter, Esq.
	Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, NY 10178

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