SecProbe.io

CORRESP
1
correspondence_1.htm
NOVELL, INC. REPLY TO SEC RE: 8-K 9/27/04

October 7, 2004

Melissa Walsh
Staff Accountant
Securities and Exchange Commission
Division of Corporation
Finance
450 Fifth Street, N.W.
Washington D.C. 20549-0406

RE: SEC Comment Letter
Dated October 5, 2004 (File No. 000-13351)

Dear Ms. Walsh:

We have reviewed the comments
included in your letter dated October 5, 2004 regarding the Form 8-K filed by Novell, Inc.
(“Novell”) on September 27, 2004. Our responses to your comments follow.

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.

            Novell Response

            Novell will revise its disclosure in the first paragraph of the Form 8-K as follows:

            “On September 27, 2004, Novell, Inc. ("Novell") issued a press release to report it has engaged
        PricewaterhouseCoopers LLP
         as its independent registered public accounting firm, effective for the
        fiscal year 2005 that begins on November 1, 2004.
         PricewaterhouseCoopers replaces the firm of
        Ernst & Young LLP, which will be dismissed after completion of the fiscal year
         2004 audit.”

            The company's amended Form 8-K will be filed on Thursday, October 7.

          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.

            Novell Response

            Novell hereby confirms that it will file an additional Form 8-K item 4.01 after Ernst & Young completes
its fiscal year 2004 audit and
       the relationship has actually terminated.  Novell confirms that such Form 8-K will address all of the disclosures
         required by Item 304
       of Regulation S-K through the date the relationship is terminated, and Ernst & Young is aware of the
         requirement to provide an
       updated letter to be filed as Exhibit 16 to be provided along with the filing.

            Novell intends to file the additional Form 8-K within four business days of filing its Annual Report on Form 10-K for the
         fiscal year
       ended October 31, 2004.

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.

            Novell Response

            Novell acknowledges 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 company's 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.

            Novell understands
that the Division of Enforcement has access to all information Novell provides to the staff of the Division of
       Corporation Finance in the staff's
review of Novell's filing or in response to the staff's comment on Novell's filing.

     _________________

If you have any further comments or
would like to discuss any of the responses above, please contact me at your convenience.

Sincerely yours,

By /s/ Joseph S. Tibbetts, Jr.
Senior Vice President and Chief Financial Officer
Novell, Inc.
781-464-8168