8-K

                      SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549-1004


                                   FORM 8-K

                   CURRENT REPORT PURSUANT TO SECTION 13 OF
                      THE SECURITIES EXCHANGE ACT OF 1934



     Date of Report (date of earliest event reported): September 21, 2000




                                  Palm, Inc.
            (Exact name of Registrant as specified in its charter)



          Delaware                        0-29597               94-3150688
(State or other jurisdiction of  [Commission File Number]    (I.R.S. Employer
 incorporation or organization)                           Identification Number)



                          5470 Great America Parkway
                            Santa Clara, CA 95052
                   (Address of principal executive offices)


                                (408) 326-9000
             (Registrant's telephone number, including area code)


ITEM 5. OTHER EVENTS

     On October 3, 2000, Palm, Inc. issued a press release announcing that the
Board of Directors of Palm, Inc. had approved the adoption of a Preferred Stock
Rights Agreement.  The press release is attached as Exhibit 99.2 to this Form 8-
K.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits.


   Exhibit
   Number                                Description
- --------------   ---------------------------------------------------------------
    99.2         Palm, Inc. Press Release issued October 3, 2000.


                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    Palm, Inc.
                                    (Registrant)



Date: October 3, 2000         By: /s/ Judy Bruner
                              --------------------
                              Judy Bruner
                              Senior Vice President and Chief Financial Officer


                                 EXHIBIT INDEX

      Exhibit
      Number                                 Description
- ----------------   -------------------------------------------------------------
       99.2        Palm, Inc. Press Release, issued October 3, 2000

EX-99.2

                                                                    EXHIBIT 99.2


MEDIA CONTACT:                                           PR2000-08

Marlene Somsak
Palm, Inc.
408.326.7513
marlene somsak@palm.com
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                     PALM ADOPTS SHAREHOLDERS' RIGHTS PLAN


SANTA CLARA, Calif., October 3, 2000 -- Palm, Inc. (Nasdaq: PALM) today
announced that its board of directors has adopted a Shareholders' Rights Plan.
Under the plan, Palm will issue a dividend of one right for each share of common
stock -- par value of $0.001 per share -- of the company held by stockholders of
record as of the close of business on Nov. 6, 2000. The plan is designed to
assure stockholders fair value in the event of a future unsolicited business
combination or similar transaction involving the company. Palm added that the
plan was not adopted in response to any attempt to acquire the company, and that
it is not aware of any such efforts.

Each right will initially entitle stockholders to purchase a fractional share of
the company's preferred stock for $ 370. However, the rights are not immediately
exercisable and will become exercisable only upon the occurrence of certain
events. Upon certain other events, unless redeemed for $0.001 per right, the
rights will become exercisable by holders, other than rights held by an
unsolicited party acquirer, for shares of the company or of the third-party
acquirer having a value of twice the right's then-current exercise price.
Further details of the plan are outlined in a letter that will be mailed to
stockholders as of the record date.

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About Palm, Inc.
- ----------------

Palm, Inc. is a pioneer in the field of mobile and wireless Internet solutions
and a leading provider of handheld computers (source: IDC, December 1999). Based
on the Palm OS/(R)/ platform, Palm's handheld solutions allow people to carry
and access their most critical information with them wherever they go. Palm
handhelds address the needs of individuals, enterprises and educational
institutions through thousands of application solutions. The Palm OS platform is
also the foundation for products from Palm's licensees and strategic partners,
such as Cresenda Wireless; ePocrates, Inc.; Franklin-Covey; Handspring; IBM;
Sony; Symbol Technologies; and TRG. Platform licensees also include Kyocera and
Nokia. Palm went public on March 2, 2000. Its stock is traded on the Nasdaq
national market under the symbol PALM. More information is available at
www.palm.com.
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                                     # # #

Palm OS is a registered trademark of Palm, Inc. or its subsidiaries.

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