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 31, 2000

                                       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.)


                               122 East 1700 South
                                Provo, Utah 84606
              (Address of principal executive offices and zip code)

                                 (801) 861-7000
              (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 29, 2000 there were 329,428,357 shares of the Registrant's Common
Stock outstanding.


<PAGE>






PART I.  FINANCIAL INFORMATION, ITEM 1.  FINANCIAL STATEMENTS


                                  NOVELL, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<S>                                                                              <C>                   <C>

                                                                                      Jan. 31,              Oct. 31,
DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA                                    2000                  1999
-------------------------------------------------------------------------------------------------------------------
                                                                                  (Unaudited)
ASSETS
CURRENT ASSETS
   Cash and short-term investments                                               $    947,515          $    895,404
   Receivables, less allowances ($37,830 - January; $36,318 - October)                236,857               284,510
   Inventories                                                                          4,028                 3,753
   Prepaid expenses                                                                    43,954                47,738
   Deferred and refundable income taxes                                                    --                60,266
   OTHER CURRENT ASSETS                                                                33,465                43,945
-------------------------------------------------------------------------------------------------------------------

Total current assets                                                                1,265,819             1,335,616

Property, plant and equipment, net                                                    341,816               347,012
Long-term investments                                                                 375,752               229,114
OTHER ASSETS                                                                           35,622                30,577
-------------------------------------------------------------------------------------------------------------------

Total assets                                                                      $ 2,019,009           $ 1,942,319
===================================================================================================================


LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable                                                             $      57,523         $      85,037
   Accrued compensation                                                                61,747                62,778
   Accrued marketing liabilities                                                       11,056                11,449
   Other accrued liabilities                                                           47,395                50,133
   Income taxes payable                                                                37,490                57,085
   Deferred taxes                                                                      10,451                    --
   DEFERRED REVENUE                                                                   180,706               173,150
-------------------------------------------------------------------------------------------------------------------

Total current liabilities                                                             406,368               439,632

Minority interests                                                                     11,629                10,446

SHAREHOLDERS' EQUITY
   Common stock, par value $.10 per share
   Authorized - 600,000,000 shares
   Issued -     327,700,063 shares-January
                326,593,911 shares-October                                             32,771                32,659
   Additional paid-in capital                                                              --                   --
   Retained earnings                                                                1,468,646             1,432,624
   Accumulated other comprehensive income                                             109,285                35,189
   OTHER                                                                               (9,690)               (8,231)
-------------------------------------------------------------------------------------------------------------------------

TOTAL SHAREHOLDERS' EQUITY                                                          1,601,012             1,492,241
-------------------------------------------------------------------------------------------------------------------

Total liabilities and shareholders' equity                                        $ 2,019,009           $ 1,942,319
===================================================================================================================
</TABLE>

See notes to consolidated unaudited condensed financial statements.


<PAGE>


                                  NOVELL, INC.
              CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF INCOME

<TABLE>
<S>                                                                                <C>                   <C>
                                                                                           FISCAL QUARTER ENDED
Dollars in thousands,                                                                 Jan. 31,             Jan. 31,
EXCEPT PER SHARE DATA                                                                   2000                  1999
------------------------------------------------------------------------------------------------------------------

NET SALES                                                                           $ 316,043             $ 285,806
COST OF SALES                                                                          76,921                64,126
-------------------------------------------------------------------------------------------------------------------

GROSS PROFIT                                                                          239,122               221,680

OPERATING EXPENSES
   Sales and marketing                                                                114,130               105,386
   Product development                                                                 58,677                55,604
   GENERAL AND ADMINISTRATIVE                                                          19,785                24,395
-------------------------------------------------------------------------------------------------------------------

TOTAL OPERATING EXPENSES                                                              192,592               185,385
-------------------------------------------------------------------------------------------------------------------

Income from operations                                                                 46,530                36,295

OTHER INCOME (EXPENSE)
   Investment income                                                                   17,558                 9,763
   OTHER, NET                                                                         (1,817)               (5,922)
-------------------------------------------------------------------------------------------------------------------

OTHER INCOME, NET                                                                      15,741                 3,841
-------------------------------------------------------------------------------------------------------------------

INCOME BEFORE TAXES                                                                    62,271                40,136

INCOME TAXES                                                                           17,436                11,238
-------------------------------------------------------------------------------------------------------------------

NET INCOME                                                                         $   44,835            $   28,898
===================================================================================================================

WEIGHTED AVERAGE SHARES OUTSTANDING
   Basic                                                                              326,906               337,441
   Diluted                                                                            342,105               351,522
===================================================================================================================

NET INCOME PER SHARE
   Basic                                                                         $      0.14            $      0.09
   Diluted                                                                       $      0.13            $      0.08
===================================================================================================================
</TABLE>

See notes to consolidated unaudited condensed financial statements.

<PAGE>


                                  NOVELL, INC.
            CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

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

                                                                                         THREE MONTHS ENDED
                                                                                      -----------------------
                                                                                      Jan. 31,              Jan. 31,
DOLLARS IN THOUSANDS                                                                    2000                 1999
--------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES

   Net income                                                                    $     44,835          $     28,898

ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
   Depreciation and amortization                                                       18,505                16,940
   Stock plans' income tax benefits                                                    29,677                13,347
   Decrease in receivables                                                             47,653                40,485
   (Increase) decrease in inventories                                                    (275)                  825
   Decrease (increase) in prepaid expenses                                              3,784                   (24)
   Decrease in deferred and refundable income taxes                                    19,442                15,499
   Decrease (increase) in other current assets                                         10,480               (19,763)
   (DECREASE) IN CURRENT LIABILITIES, NET                                             (33,264)              (13,059)
-------------------------------------------------------------------------------------------------------------------

NET CASH PROVIDED FROM OPERATING ACTIVITIES                                           140,837                83,148
-------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of common stock, net                                                       37,164                27,293
   REPURCHASE OF COMMON STOCK                                                         (88,781)              (76,843)
-------------------------------------------------------------------------------------------------------------------

NET CASH USED BY FINANCING ACTIVITIES                                                 (51,617)              (49,550)
-------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Expenditures for property, plant and equipment                                     (10,674)              (12,215)
   Purchases of short-term investments                                               (294,999)             (643,484)
   Maturities of short-term investments                                               280,750               492,629
   Sales of short-term investments                                                    163,507               153,969
   Expenditures for other long-term investments                                      (130,009)               (1,749)
   Increase in restricted cash                                                        (16,629)              (40,278)
   OTHER                                                                               15,594                 1,567
   ----------------------------------------------------------------------------------------------------------------

NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                                        7,540               (49,561)
--------------------------------------------------------------------------------------------------------------------

TOTAL INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 96,760               (15,963)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                       274,269               155,493
-------------------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                             371,029               139,530

SHORT-TERM INVESTMENTS - END OF PERIOD                                                576,486               875,892
-------------------------------------------------------------------------------------------------------------------

CASH AND SHORT-TERM INVESTMENTS - END OF PERIOD                                 $     947,515           $ 1,015,422
===================================================================================================================

SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING AND INVESTING ACTIVITIES:
Issuance of restricted stock for acquisitions                                   $      10,656           $        --
</TABLE>

See notes to consolidated unaudited condensed financial statements.


<PAGE>


                                  NOVELL, INC.
         NOTES TO CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS



A.   QUARTERLY FINANCIAL STATEMENTS

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the amounts  reported in the financial  statements
     and accompanying  notes.  Actual results could differ from those estimates.
     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 1999 Annual Report to  Shareholders.  These financial
     statements  do include all normal  recurring  adjustments  that 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. Certain  reclassifications,  none of which affected net income,  have
     been made to the prior  years'  amounts in order to conform to the  current
     years' presentation.


B.   CASH AND SHORT-TERM INVESTMENTS

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,  with  the  unrealized  gains  and  losses,   net  of  tax,  included  in
comprehensive  income.  Fair market  values are based on quoted market prices at
the  end of the  period,  where  available;  if  quoted  market  prices  are not
available,  then  fair  market  values  are  based on  quoted  market  prices of
comparable instruments.  Municipal securities included in short-term investments
have  contractual  maturities  from 1-7  years.  Money  market  preferreds  have
contractual  maturities of less than 180 days. No other  short-term  investments
have  contractual  maturities.  The  cost of  securities  sold is  based  on the
specific  identification  method. 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.

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

                                                                           Gross            Gross              Fair
                                                       Cost at        Unrealized       Unrealized   Market Value at
 (DOLLARS IN THOUSANDS)                          JAN. 31, 2000             GAINS           LOSSES     JAN. 31, 2000
 ------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS
     Cash                                           $  319,807   $             -     $         -         $  319,807
     MONEY MARKET FUND                                  51,222                 -               -             51,222
-------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS                              371,029                 -               -            371,029
-------------------------------------------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS
     Municipal securities                              289,418                 -           (3,345)          286,073
     Money market mutual funds                           5,173                 -                -             5,173
     Money market preferreds                            31,502                 1               (3)           31,500
     Mutual funds                                       76,872                61             (794)           76,139
     EQUITY SECURITIES                                   7,431           170,170                -           177,601
-------------------------------------------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS                                 410,396           170,232           (4,142)          576,486
-------------------------------------------------------------------------------------------------------------------
CASH AND SHORT-TERM INVESTMENTS                     $  781,425        $  170,232        $  (4,142)       $  947,515
-------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

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

                                                                           Gross            Gross              Fair
                                                       Cost at        Unrealized       Unrealized   Market Value at
(DOLLARS IN THOUSANDS)                           OCT. 31, 1999             GAINS           LOSSES     OCT. 31, 1999
-------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS
     Cash                                            $ 186,689      $          -      $       -           $ 186,689
     MONEY MARKET FUND                                  87,580                 -              -              87,580
-------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS                              274,269                 -              -             274,269
-------------------------------------------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS
     Municipal securities                              411,938                 3           (2,393)          409,548
     Money market mutual funds                          93,894                 -              -              93,894
     Money market preferreds                            33,000                 -              -              33,000
     Mutual funds                                       15,873                 -             (102)           15,771
     EQUITY SECURITIES                                   4,949            64,619             (646)           68,922
-------------------------------------------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS                                 559,654            64,622           (3,141)          621,135
-------------------------------------------------------------------------------------------------------------------
CASH AND SHORT-TERM INVESTMENTS                      $ 833,923          $ 64,622         $ (3,141)        $ 895,404
-------------------------------------------------------------------------------------------------------------------
</TABLE>

During the first three  months of fiscal 2000 the Company  realized  gains of $7
million and realized losses of $1 million on the sale of securities  compared to
realized  gains of $13 million and  realized  losses of $15 million in the first
three months of fiscal 1999.


C. INCOME TAXES

The Company's  estimated effective tax rate for the first three months of fiscal
2000 was  28.0%,  the same as in the first  three  months of  fiscal  1999.  The
Company  paid cash  amounts  for income  taxes of $2 million in the first  three
months of fiscal 2000 and fiscal 1999.


D. 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 31, 2000
borrowings,  letter of credit  acceptances or commitments of approximately  $1.3
million were outstanding under such line.

The Company also has a $10 million line of credit with another bank which is not
subject to a loan  agreement.  At January 31, 2000 standby  letters of credit of
approximately $0.5 million were outstanding under this line of credit.

In fiscal 1997, the Company  entered into  agreements to lease  buildings  being
constructed  on land owned by the Company in San Jose,  California and in Provo,
Utah.  The lessor has committed to fund up to $218 million for  construction  of
the buildings. The leases are for a period of seven years and can be renewed for
two additional five year periods,  by either the lender or the Company,  subject
to the approval of the other party. Rent obligations commenced during the second
quarter  of  fiscal  1999  for San Jose and  will  commence  upon the  Company's
occupation of the Provo  building in the second  quarter of fiscal 2000.  Annual
rent under each  agreement is  determined by taking the portion of the committed
amount actually utilized and associated  capitalized interest accrued during the
construction period multiplied by the secured interest rate. If the Company does
not purchase the buildings, or arrange for the sale of the buildings, at the end
of the lease,  the  Company  will  guarantee  the lessor no more than 85% of the
residual  value of the buildings.  The guaranteed  residual value at January 31,
2000, was approximately $185 million.  In addition,  the agreement calls for the
Company to maintain a specific  level of restricted  cash to serve as collateral
for the leases and maintain  compliance with certain  financial  covenants.  The
value  of   restricted   cash  held  as  collateral  at  January  31,  2000  was
approximately $203 million, and is included in long-term investments.

In February  1998, a suit was filed  against  Novell and certain of its officers
and directors,  alleging  violation of federal  securities laws. The lawsuit was
brought as a purported  class action on behalf of  purchasers  of Novell  common
stock  from  November  1,  1996  through  April  22,  1997.  The  case is in its
preliminary stages.  Novell believes that the case is without merit, and intends
to vigorously defend against the allegations. While there can be no assurance as
to the  ultimate  disposition  of the case,  Novell  does not  believe  that the
resolution  of this  litigation  will  have a  material  adverse  effect  on its
financial position, results of operations, or cash flows.

The  Company  is a party to a number of legal  claims  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,  results of
operations, or cash flows.


E. SEGMENT INFORMATION

The  Company  operates in one  business  segment,  directory-enabled  networking
software and services.  The Company's products are sold throughout the world. In
the  United  States,  products  are sold  through  direct,  OEM,  reseller,  and
distributor   channels.   Internationally,   products   are   marketed   through
distributors  who sell to dealers and end users.  Performance  of the Company is
evaluated by the Company's chief decision  makers,  the Chief Executive  Officer
and  Executive  Council,  based on total Company  results.  Revenue is evaluated
based  on  geographic  region  and  by  product  category.   Separate  financial
information is not available by product category in regards to asset allocation,
expense allocation, or profitability.

Novell's  products can be categorized  into the following four areas, all within
the directory-enabled networking software and services segment.

o Directory-enabled server platforms, which includes NetWare 4 and NetWare 5
o Directory-enabled  applications  products,  which include NetWare for SAA host
  connectivity  products,  BorderManager,  NDS integration and high availability
  service products,  as well as collaboration and management  products including
  GroupWise, ManageWise, and ZENworks
o Service, education and  consulting  revenue,  which is generated from customer
  service, educational  products  and  courses,  and  consulting  for  network
  solutions
o Pre-directory  product revenue consisting of NetWare 3,  non-directory-enabled
  infrastructure products and UNIX royalties


REVENUE BY PRODUCT CATEGORY
<TABLE>
<S>                                                                            <C>              <C>
                                                                                 FISCAL QUARTER ENDED
                                                                               --------------------------
                                                                                Jan. 31,          Jan. 31,
DOLLARS IN THOUSANDS                                                                2000              1999
----------------------------------------------------------------------------------------------------------

Directory-enabled server platforms                                             $ 154,321         $ 145,818
Directory-enabled applications                                                    79,740            72,763
Service, education and consulting                                                 50,424            36,859
Other                                                                             31,558            30,366
                                                                               ---------         ---------
  Total net sales                                                              $ 316,043         $ 285,806
                                                                               =========         =========
</TABLE>

Sales  outside the U.S.  are  comprised of sales to  international  customers in
Europe, the Middle East,  Canada,  South America,  and Asia Pacific.  Other than
sales in Ireland,  international  sales were not  material  individually  in any
other  international  location.  Intercompany sales between geographic areas are
accounted for at prices representative of unaffiliated party transactions. "U.S.
operations"  include shipments to customers in the U.S.,  licensing to OEMs, and
exports of finished  goods  directly to  international  customers,  primarily in
Canada, South America, and Asia.
For  the  first  three  months  of  fiscal  2000  and  fiscal  1999,   sales  to
international  customers  were  approximately  $150  million  and $130  million,
respectively.  In the first three months of fiscal 2000 and fiscal 1999, 66% and
72%,  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 10% of total
revenue in the first three months of fiscal 2000 and 13% of total revenue in the
first three months of fiscal 1999,  no customer  accounted  for more than 10% of
total revenue in any period.


F.       NET INCOME PER SHARE
<TABLE>
<S>                                                                        <C>                <C>
                                                                                  FISCAL QUARTER ENDED
                                                                               ---------------------------
                                                                                Jan. 31,          Jan. 31,
AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA                                         2000              1999
----------------------------------------------------------------------------------------------------------
Basic net income per share computation
     NET INCOME                                                               $   44,835         $  28,898
----------------------------------------------------------------------------------------------------------
     WEIGHTED AVERAGE SHARES OUTSTANDING                                         326,906           337,441
----------------------------------------------------------------------------------------------------------
         Basic net income per share                                           $     0.14         $    0.09
==========================================================================================================

Diluted net income per share computation
     NET INCOME                                                               $   44,835         $  28,898
----------------------------------------------------------------------------------------------------------
Weighted average shares outstanding                                              326,906           337,441
Incremental shares attributable to exercise of
     OUTSTANDING OPTIONS (TREASURY STOCK METHOD)                                  15,199            14,081
----------------------------------------------------------------------------------------------------------
     TOTAL                                                                       342,105           351,522
----------------------------------------------------------------------------------------------------------
         Diluted net income per share                                         $     0.13         $    0.08
==========================================================================================================
</TABLE>


G. COMPREHENSIVE INCOME

The components of comprehensive  income,  net of tax, for the three months ended
January 31, 2000 and 1999 were as follows:
<TABLE>
<S>                                                                           <C>                <C>

                                                                                   FISCAL QUARTER ENDED
                                                                                --------------------------
                                                                                Jan. 31,          Jan. 31,
DOLLARS IN THOUSANDS                                                                2000              1999
----------------------------------------------------------------------------------------------------------
Net income                                                                    $   44,835         $  28,898
Change in net unrealized gain on investments                                      74,646            27,332
CHANGE IN CUMULATIVE TRANSLATION ADJUSTMENT                                         (550)             (124)
-----------------------------------------------------------------------------------------------------------
Comprehensive income                                                          $  118,931         $  56,106
==========================================================================================================
</TABLE>

<PAGE>


The components of accumulated other comprehensive income, net of related tax, at
January 31, 2000 and 1999, are as follows:
<TABLE>
<S>                                                                            <C>               <C>
                                                                                   FISCAL QUARTER ENDED
                                                                                --------------------------
                                                                                Jan. 31,          Oct. 31,
DOLLARS IN THOUSANDS                                                                2000              1999
----------------------------------------------------------------------------------------------------------
Unrealized gain on investment                                                  $ 112,408         $  62,108
CUMULATIVE TRANSLATION ADJUSTMENT                                                 (3,123)             (820)
-----------------------------------------------------------------------------------------------------------
Accumulated other comprehensive income                                         $ 109,285         $  61,288
==========================================================================================================
</TABLE>

<PAGE>




H. RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and  Hedging  Activities,"  (SFAS  133).  SFAS 133  established  accounting  and
reporting  standards for derivative  instruments,  including certain  derivative
instruments  embedded in other  contracts and for hedging  activities.  SFAS 133
requires all companies to recognize  derivatives as either assets or liabilities
in the  statement of financial  position and measure those  instruments  at fair
value.  This  statement  is  effective  for all fiscal  quarters of fiscal years
beginning  after July 1, 2000. The Company is currently  assessing the potential
impact SFAS 133 will have on the statement of financial position of the Company.


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS



This Management's  Discussion and Analysis of Financial Condition and Results of
Operations  and other parts of this  Quarterly  Report  contain  forward-looking
statements that involve risks and uncertainties.  All forward-looking statements
are based on  information  available to the Company on the date hereof,  and the
Company assumes no obligation to update any such forward-looking statements. The
Company's  actual results may differ  materially  from the results  discussed in
such  forward-looking  statements  as a result  of a number  of  factors,  which
include, but are certainly not limited to, those set forth below in the sections
entitled "Future  Results," "Year 2000," and "Euro  Conversion."  Readers should
carefully review the risk factors  described in other documents that the Company
files from time to time with the Commission, including the Annual Report on Form
10-K and the Quarterly Reports on Form 10-Q to be filed by the Company in Fiscal
2000.


INTRODUCTION

Novell is the world's leading provider of directory-enabled networking software.
Novell solutions give businesses total control of their private networks and the
Internet,  simplifying  the  management  of user access and  identity.  Novell's
worldwide  channel,  consulting,  developer,  education,  and technical  support
programs are the most extensive in the network computing industry.

RESULTS OF OPERATIONS

NET SALES
 <TABLE>
<S>                                                                <C>      <C>          <C>
                                                                     Q1                    Q1
                                                                   2000     CHANGE       1999
         ------------------------------------------------------------------------------------
         Net sales (millions)                                      $316         11%      $286
         ====================================================================================
</TABLE>

Novell's  products can be categorized  into the following four areas, all within
the directory-enabled networking software services segment.

oDirectory-enabled server platforms, which includes NetWare 4 and NetWare 5
oDirectory-enabled  applications  products,  or  Net  Services  Software,  which
  include  NetWare  for  SAA  host  connectivity  products,  BorderManager,  NDS
  integration and high availability  service products,  as well as collaboration
  and management products including GroupWise, ManageWise, and ZENworks
o Service,  education and consulting  revenue,  which is generated from customer
  service,   educational  products  and  courses,  and  consulting  for  network
  solutions
o Pre-directory  product revenue consisting of NetWare 3,  non-directory-enabled
infrastructure products and UNIX royalties

Revenue from the  directory-enabled  server  platforms  category  increased $8.5
million or 6% in the first  quarter  of 2000  compared  to the first  quarter of
1999.  This  increase  in revenue is due to strong  customer  acceptance  of the
Internet  Protocol  based NetWare 5, which more than offset the decline in sales
of the older NetWare 4 products .

Revenue from the  directory-enabled  applications  products was $79.7 million in
the first  quarter of 2000  compared  to $72.8  million in the first  quarter of
1999.  This 10%  increase  was  driven  by an  increase  in  sales of  ZENworks,
BorderManager  and NDS for NT and  Solaris,  somewhat  offset by a  decrease  in
NetWare for SAA.

Service,  education and consulting revenues were $50.4 million and $36.9 million
in the first quarter of 2000 and 1999,  respectively.  The increase in the first
quarter of 2000 was a result of increased  directory-related  consulting revenue
and increased service revenue as a result of increased site licenses, and growth
in consulting.

Pre-directory  products  revenue was $31.6  million in the first quarter of 2000
compared  to $30.4  million in the first  quarter of 1999.  The  increase in the
first quarter of 2000 was primarily the result of higher royalty revenue related
to the UNIX  royalties.  Without this revenue,  pre-directory  products  revenue
would have decreased,  as expected,  due to increased sales of directory-enabled
products and introductions of newer versions of non-directory products.

International  sales represented 48% of total sales in the first three months of
2000  compared  to 45% in the first three  months of 1999 due to stronger  sales
growth in each of the international  regions.  International sales increased 16%
compared  to a 6% increase  in  domestic  revenues in the first three  months of
fiscal 2000 as compared to the same period of 1999

GROSS PROFIT
<TABLE>
<S>                                                                <C>      <C>          <C>
                                                                     Q1                    Q1
                                                                   2000     CHANGE       1999
         ------------------------------------------------------------------------------------
         Gross profit (millions)                                  $239           8%      $222
         Percentage of net sales                                    76%                    78%
         =====================================================================================
</TABLE>

Gross profit as a percentage of sales decreased slightly in the first quarter of
fiscal  2000  compared  to the first  quarter of fiscal  1999 due  primarily  to
increased royalty costs, costs for services related to the consulting  business,
and training and education costs.

OPERATING EXPENSES
<TABLE>
<S>                                                                <C>      <C>          <C>
                                                                     Q1                    Q1
                                                                   2000     CHANGE       1999
         ------------------------------------------------------------------------------------
        Sales and marketing (millions)                            $114           8%      $105
        PERCENTAGE OF NET SALES                                     36%                    37%
        --------------------------------------------------------------------------------------
        Product development (millions)                           $  59           6%     $  56
        PERCENTAGE OF NET SALES                                     19%                    20%
        --------------------------------------------------------------------------------------
        General and administrative (millions)                    $  20         -19%     $  24
        PERCENTAGE OF NET SALES                                      6%                     9%
        --------------------------------------------------------------------------------------
        Total operating expenses (millions)                       $193           4%      $185
        Percentage of net sales                                     61%                    65%
        ======================================================================================
</TABLE>

Sales and marketing expenses increased by $8.7 million,  in the first quarter of
fiscal  2000  compared  to the first  quarter of fiscal  1999.  At the same time
however,  sales and marketing expenses decreased slightly as a percentage of net
sales.  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  in the first  quarter of fiscal  2000
compared to the first quarter of fiscal 1999. Product development  expenses also
decreased slightly as a percentage of net sales in the first quarter of 2000 due
to increased sales levels and a more efficient product development  organization
focused on delivering new products consistent with the Company's strategy.

General and  administrative  expenses  decreased in total and as a percentage of
net sales in the first  quarter of fiscal 2000  compared to the first quarter of
fiscal  1999.  These  decreases  were  primarily  due to a  continued  focus  on
controlling costs as well as a higher revenue base.


<PAGE>

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

                                                                    YTD                                YTD
                                                                   2000           CHANGE              1999
         -------------------------------------------------------------------------------------------------
         Employees                                                5,338               15%            4,642
         Annualized revenue per average employee (000's)          $ 235               -5%            $ 248
         Annualized net income per average employee (000's)       $  33               33%            $  25
         =================================================================================================
</TABLE>

Headcount increased from the first quarter of 1999 to the first quarter of 2000,
primarily due to increases in the education,  consulting,  worldwide  sales, and
product development areas. Headcount has increased in these areas to support the
Company's growth in new product and services revenue.

OTHER INCOME, NET
<TABLE>
<S>                                                                 <C>     <C>          <C>
                                                                    Q1                    Q1
                                                                   2000     CHANGE       1999
         ------------------------------------------------------------------------------------
         Other income, net (millions)                          $    16         310%      $  4
         Percentage of net sales                                     5%                     1%
         =====================================================================================
</TABLE>

The primary component of other income, net is investment income, which was $17.6
million in the first  quarter of fiscal  2000  compared  to $9.8  million in the
first quarter of fiscal 1999. In the first quarter of 2000, the Company realized
capital  losses of $0.9  million and  realized  capital  gains of $6.7  million,
compared to realized  capital losses of $15.3 million and realized capital gains
of $13.0 million in the first quarter of 1999. In addition to investment income,
the Company  recognized a gain on foreign  currency in the first quarter of 2000
compared to a loss in the same period of 1999, and received more sublease income
during the first quarter of 2000

 INCOME TAXES
<TABLE>
<S>                                                                <C>      <C>          <C>
                                                                     Q1                    Q1
                                                                   2000     CHANGE       1999
         ------------------------------------------------------------------------------------
         Income taxes (millions)                                 $  17          55%     $  11
         Percentage of net sales                                     6%                     4%
         Effective tax rate                                         28%                    28%
         =====================================================================================
</TABLE>

 The  effective  tax rate for fiscal 2000 is  estimated  to be 28%,  the same as
fiscal 1999.

NET INCOME AND NET INCOME PER SHARE
<TABLE>
<S>                                                                <C>      <C>          <C>
                                                                     Q1                    Q1
                                                                   2000     CHANGE       1999
         ------------------------------------------------------------------------------------
         Net income (millions)                                   $  45          55%      $ 29
         Percentage of net sales                                    14%                    10%
         Net income per share - basic                             $.14                   $.09
         Net income per share - diluted                           $.13                   $.08
         ====================================================================================
</TABLE>


LIQUIDITY AND CAPITAL RESOURCES
 <TABLE>
<S>                                                           <C>               <C>                   <C>
                                                                Q1                                      Q4
                                                              2000              CHANGE                1999
         -------------------------------------------------------------------------------------------------
         Cash and short-term investments (millions)           $948                   6%               $895
         Percentage of total assets                             47%                                     46%
         =================================================================================================
</TABLE>

Cash and short-term  investments  increased by $52 million at Jan. 31, 2000 from
$895  million at October  31,  1999.  During the  quarter,  cash and  short-term
investments  increased due to $141 million  provided from operating  activities,
$105 million from the sale of short-term  investments,  and $37 million from the
issuance of common stock.  These  increases were offset by cash outflows of $114
million for  purchases of long-term  investments  and other long term  investing
activities,  $89  million for the  repurchase  of common  stock,  $17 million to
increase  collateral  associated  with certain  long-term  investments,  and $11
million to purchase property, plant and equipment.
The  Company's  investment  portfolio  includes  equity  securities  with  gross
unrealized losses of $4 million and gross unrealized gains of $187 as of January
31, 2000. There are no individual  securities with material unrealized losses at
the end of the first quarter of 2000.

The investment  portfolio is diversified among security types,  industry groups,
and individual issuers. To achieve potentially higher returns, a limited portion
of the Company's  investment  portfolio is invested in mutual funds, which incur
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.

The Company's principal source of liquidity has been from operations. At January
31, 2000, the Company's  principal unused sources of liquidity consisted of cash
and short-term investments and available borrowing capacity of approximately $18
million  under  its  credit  facilities.   The  Company's  liquidity  needs  are
principally for the Company's financing of accounts receivable,  capital assets,
strategic  investments,  product  development  and  flexibility in a dynamic and
competitive operating environment.

During the first three  months of fiscal  2000,  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.   The  Company  believes  that  borrowings  under  the  Company's  credit
facilities or public offerings of equity or debt securities are available if the
need arises.  Investments  will continue in product  development  and in new and
existing  areas  of  technology.  Cash may  also be used to  acquire  technology
through  purchases and strategic  acquisitions.  Capital  expenditures in fiscal
2000 are anticipated to be  approximately  $75 million,  but could be reduced if
the growth of the Company is less than presently anticipated.

In July 1999,  the Board of  Directors  authorized  up to $500  million  for the
repurchase  of  additional  outstanding  shares of the  Company's  common  stock
through  October 31, 2000. As of January 31, 2000,  12.7 million shares had been
repurchased under this plan at a total cost of $288 million.

FUTURE RESULTS

The  Company's  future  results  of  operations  involve  a number  of risks and
uncertainties.  Among the  factors  that could  cause  actual  results to differ
materially from historical  results are the following:  business  conditions and
the general  economy;  competitive  factors,  such as rival  operating  systems,
acceptance  of new products and price  pressures;  availability  of  third-party
compatible  products at  reasonable  prices;  risk of  nonpayment of accounts or
notes receivable; risks associated with foreign operations; risk of product line
or inventory obsolescence due to shifts in technologies or market demand; timing
of software product introductions; market fluctuations of investment securities;
and litigation.

Novell believes that it has the product offerings,  facilities,  personnel,  and
competitive and financial  resources for continued business success,  but future
revenues,  costs,  margins,  product  mix, and profits are all  influenced  by a
number of factors,  such as those discussed above, as well as risks described in
detail in the Company's fiscal 1999 report on Form 10-K.

YEAR 2000
In the past, many information  technology  products were designed with two digit
year codes that did not recognize  century and millennium  fields.  As a result,
these  hardware  and software  products  may not function or may give  incorrect
results   beginning  in  the  Year  2000.  The  Year  2000  issue  is  faced  by
substantially  every company in the computer industry,  as well as every company
that relies on  computer  systems.  To address  this issue,  such  hardware  and
software products were upgraded or replaced to correctly process dates beginning
in the Year 2000.

The Company has a general  contingency  plan to address  extreme  events such as
earthquake,  flood,  or serious  equipment  failures.  The  Company's  Year 2000
contingency  planning is an  extension of this  effort.  Based on the  Company's
planning  efforts,  the worst-case  Y2K-related  scenarios that were  identified
include:

o  temporary  loss of  power--to  address  this  risk  Novell  has its own power
   generation  capability in critical  locations;  o temporary loss of voice
   and/or data communications or other utility services--to help minimize this
   risk Novell uses multiple telecommunications providers;
o  temporary  inability to access key  information  systems due to a Y2K related
   failure--to  address this risk Novell has identified  manual procedures to at
   least partly facilitate needed processes until systems are restored;
o  temporary inability to ship products due to a Y2K issue with the systems of a
   key business partner--to minimize this risk Novell uses multiple partners.

The Company's  Year 2000 effort  included Year 2000 testing for Novell  products
currently  on, and some that were  previously  on,  the  Company's  price  list.
Generally,  for products that were identified as needing updates to address Year
2000 issues,  the Company has  prepared  updates or has removed the product from
its price list. Some of the Company's  customers are using product versions that
the Company  will not support for Year 2000 issues;  the Company is  encouraging
these customers to migrate to current product versions that are Year 2000 ready.

The Company's  total cost relating to these  activities  was not material to the
Company's  financial  position,  results  of  operations,  or  cash  flows.  The
modifications  were made on a timely  basis.  The Company did not  experience  a
delay in,  or  increased  costs  associated  with,  the  implementation  of such
modifications,  nor  did  the  Company  experience  problems  due  to  suppliers
inadequately  preparing  for the  Year  2000  issue.  The  Company  also did not
experience an inability to deliver products or services to its customers.

The  Company's   Year  2000  Web  site  at   www.novell.com/year2000/   provides
information on its products that are Year 2000 ready and general  information on
the Company's  Year 2000  efforts.  For third party  products  which the Company
distributes with its products, the Company has sought Year 2000 readiness status
from the product manufacturers. Customers who use these third-party products are
directed to the product manufacturers for detailed Year 2000 status information.

The Company believes that its current products, with any applicable updates, are
prepared for Year 2000 date issues, and the Company plans to provide support for
these  products' Year 2000  date-related  issues,  as described in the Company's
support policy statements.  However,  there can be no guarantee that one or more
current Company products do not contain Year 2000 date issues that may result in
material costs to the Company. Because it is in the business of selling software
products,  the Company's  risk of being  subjected to lawsuits  relating to Year
2000 issues  with its  software  products  is likely to be greater  than that of
companies in other  industries.  Because computer systems may involve  hardware,
firmware  and  software  components  from  different  manufacturers,  it  may be
difficult to  determine  which  component in a computer  system may cause a Year
2000  issue.  As a result,  the Company may be  subjected  to Year 2000  related
lawsuits  independent  of whether its products and services are Year 2000 ready.
The  outcomes  of any such  lawsuits  and the  impact on the  Company  cannot be
determined at this time.

EURO CONVERSION
On January 1, 1999, 11 of the 15 members of the European Union established fixed
conversion rates among their existing sovereign  currencies and adopted the euro
as their common legal  currency.  At the end of a three-year  transition  period
during  which  companies  may choose to operate  either in the euro or  national
currencies the legacy  currencies will be eliminated.  In June 1998, the Company
formed a  cross-functional  team to assess the impact of the  conversion  on the
Company's operations and to address associated issues.

The Company is currently conducting transactions in the euro and expects to have
all affected  information systems fully converted by April 2001. Novell does not
expect the euro conversion to have a material effect on its competitive position
or financial results.



<PAGE>


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to financial market risks,  including changes in interest
rates, foreign currency exchange rates and marketable equity security prices. To
mitigate  these risks,  the Company  utilizes  currency  forward  contracts  and
currency options. The Company does not use derivative financial  instruments for
speculative or trading purposes,  and no derivative  financial  instruments were
outstanding at January 31, 2000.

The primary  objective of the  Company's  investment  activities  is to preserve
principal while maximizing yields without significantly increasing risk. This is
accomplished  by  investing  in  widely  diversified   short-term   investments,
consisting primarily of investment grade securities,  substantially all of which
either  mature  within  the  next  twelve  months  or  have  characteristics  of
short-term investments. A hypothetical 50 basis point increase in interest rates
would result in an approximate $4 million decrease  (approximately  0.6%) in the
fair value of the Company's available-for-sale securities.

The  Company  hedges  currency  risks  of  investments  denominated  in  foreign
currencies with currency  forward  contracts.  Gains and losses on these foreign
currency investments would generally be offset by corresponding losses and gains
on the related hedging instruments,  resulting in negligible net exposure to the
Company. A substantial  majority of the Company's  revenue,  expense and capital
purchasing activities are transacted in U.S. dollars.  However, the Company does
enter into transactions in other currencies,  primarily Japanese yen and certain
other Asian and European currencies.  To protect against reductions in value and
the volatility of future cash flows caused by changes in foreign exchange rates,
the Company has established  balance sheet hedging  programs.  Currency  forward
contracts  and currency  options are  utilized in these  hedging  programs.  The
Company's  hedging programs reduce,  but do not always entirely  eliminate,  the
impact of foreign currency exchange rate movements. If the Company did not hedge
against  foreign  currency  exchange rate movement,  an adverse change of 10% in
exchange rates would result in a decline in income before taxes of approximately
$10 million.

The Company is exposed to equity  price risks on equity  securities  included in
its  portfolio of  investments  entered  into for the  promotion of business and
strategic  objectives.  These investments are generally in small  capitalization
stocks in the  high-technology  industry sector.  The Company typically does not
attempt to reduce or eliminate its market  exposure on these  securities.  A 10%
adverse  change in equity  prices  would  result in an  approximate  $18 million
decrease in the fair value of the Company's available-for-sale securities.

All of the  potential  changes  noted  above are based on  sensitivity  analyses
performed  on the  Company's  financial  position  at January 31,  2000.  Actual
results may differ materially.



<PAGE>


PART II. OTHER INFORMATION



<PAGE>


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 D of the Company's financial  statements contained in Part I, Item 1 of
this Form 10-Q.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

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 31, 2000.



*Filed herewith.


<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 15, 2000           /S/ DR. ERIC SCHMIDT
                                --------------------
                                Dr. Eric Schmidt
                                Chairman of the Board and
                                Chief Executive Officer
                                (Principal Executive Officer)



Date:  March 15, 2000            /S/ DENNIS R. RANEY
                                 -------------------
                                 Dennis R. Raney
                                 Chief Financial Officer
                                 (Principal Financial Officer)



Date:  March 15, 2000              /S/ RON FOSTER
                                   --------------
                                   Ron Foster
                                   Vice President and Corporate Controller
                                   (Principal Accounting Officer)


<PAGE>