EXECUTIVE COMPENSATION







SUMMARY COMPENSATION TABLE

  The following Summary Compensation Table shows compensation paid by the
Company for services rendered during fiscal years 1994, 1993 and 1992 for the
Chief Executive Officers and the four most highly compensated executive
officers of the Company whose salary plus bonus exceeded $100,000 in 1994.

                                                                             LONG-TERM
                                                                            COMPENSATION
                                      ANNUAL                                ------------
                                  COMPENSATION(1)                              AWARDS
                                  ---------------                           ------------
                                                                             SECURITIES
                                                  OTHER ANNUAL  RESTRICTED   UNDERLYING   ALL OTHER
                                  SALARY   BONUS  COMPENSATION STOCK AWARDS   OPTIONS    COMPENSATION
NAME AND PRINCIPAL POSITION  YEAR   ($)   ($)(2)     ($)(3)       ($)(4)       (#)(5)       ($)(6)
- ---------------------------  ---- ------- ------- ------------ ------------ ------------ ------------
Robert J. Frankenberg(7).    1994 288,462 225,000   321,141      612,288      600,000       1,731
 Chief Executive Officer,
 President and Chairman
 of the Board

Raymond J. Noorda(8).....    1994 105,742     --        --           --           --        1,605
 Former Chief Executive      1993 285,585     --        --           --           --        4,285
 Officer, President and      1992 198,830     --        --           --           --        3,302
 Chairman of the Board

Joseph A. Marengi........    1994 324,676 175,324       --       315,500       95,000       4,500
 Executive Vice President    1993 178,400 171,660       --           --        40,000       4,497
 Worldwide Sales             1992 182,531  71,283       --           --        39,000       4,364

Mary M. Burnside.........    1994 298,857 147,000       --       315,500       80,000       4,500
 Executive Vice President    1993 256,675  95,680       --           --        60,000       4,497
 and Chief Operations        1992 186,118  76,027       --           --        90,000       4,364
 Officer

James R. Tolonen.........    1994 295,509 147,000       --       315,500       80,000       4,500
 Executive President and     1993 238,014  88,320       --           --        60,000       4,497
 Chief Financial Officer     1992 191,931  76,027       --           --        48,000       4,364

Kanwal S. Rekhi..........    1994 237,607  95,000       --       315,500       80,000       4,500
 Executive Vice              1993 232,097  84,640       --           --        55,000       4,497
 President--Corporate        1992 191,971  76,027       --           --        60,000       4,364
 Technology













(1) Compensation deferred at the election of the executive, pursuant to the
Novell, Inc. Retirement and Savings Plan, is included in the year earned.


(2) Cash bonuses for services rendered in fiscal years 1994, 1993 and 1992,
have been listed in the year earned, but were actually paid in the
following fiscal year. Bonuses were calculated based on the operating
results of the Company and performance of the individuals. See "Report of
the Compensation Committee of the Board of Directors on Executive
Compensation".


(3) Mr. Frankenberg received $190,500 to cover major expenses relating to the
relocation of his primary resident from California to Utah. Additionally
$110,196 was for the gross up of taxes on the total related relocation
expenses.



11



(4) Restricted stock awards are valued in the Executive Compensation Table at
the Company's closing price on the date of grant less exercise price of
$.10 a share. Mr. Frankenberg received a Restricted Stock Grant on April 5,
1994. Such shares vest equally over two years on award date. As of 1994
fiscal year end, Mr. Frankenberg had 36,500 shares of unvested restricted
stock with a value of $634,188. Named Officers Marengi, Burnside, Tolonen
and Rekhi each received a Restricted Stock Grant on October 19, 1994. Such
shares vest over a two year period with 25 percent vested one year from
award date and the remaining 75 percent vested two years from award date.
As of 1994 fiscal year end, each Named Officer had 20,000 shares of
unvested restricted stock with a value of $347,500. Officers have the right
to vote such shares but do not receive dividends as Novell does not pay
dividends. No restricted shares vested in fiscal 1994.


(5) The Novell option plans are administered by the Compensation Committee of
the Board of Directors. The committee determines the eligibility of
employees and consultants, the number of shares to be granted and the terms
of such grants. Upon a change in control, unvested options shall be assumed
by the acquiring company. The Board of Directors has the right to
accelerate unvested options if the acquiring company is unwilling to assume
the options. The plans provide for various methods of exercise. The company
currently allows cash, cashier check or cashless exercises.


(6) The stated amounts are Company matching contributions to the Novell, Inc.
Retirement and Savings Plan.


(7) Mr. Frankenberg joined the Company as Chief Executive Officer and President
in April 1994 and was appointed Chairman of the Board in August 1994.


(8) Mr. Noorda resigned from his position as Chief Executive Office and
President in April 1994. Mr. Noorda resigned as Chairman of the Board in
August 1994 and resigned as a Board member in November 1994.