8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities and Exchange Act of 1934

September 21, 2004
Date of Report
(Date of earliest event reported)

NOVELL, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization) 0-13351
(Commission File
Number) 87-0393339
(IRS Employer
Identification Number)

404 Wyman Street, Suite 500
Waltham, MA 02451
(Address of principal executive offices and zip code)

(781) 464-8000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Item 4.01 Changes in Registrant's Certifying Accountant

On September 27, 2004, Novell, Inc. ("Novell") issued a press release to report that it has retained PricewaterhouseCoopers LLP as its independent registered public accounting firm, effective for the fiscal year 2005 beginning November 1, 2004. PricewaterhouseCoopers replaces Ernst & Young LLP who will be retained to complete the fiscal year 2004 audit. A copy of the press release is attached hereto as Exhibit 99.1.

The decision to change independent registered public accounting firms was made by the company's Audit Committee of the Board of Directors following the solicitation of proposals from both Ernst & Young and PricewaterhouseCoopers to perform the company's fiscal year 2005 audit.

Fred Corrado, chairman of the company's Audit Committee said, “During the past two years, Novell has executed major strategic changes, including substantial changes in its product strategy, management, Board of Directors, and now its independent accountants. Novell has had a long and successful working relationship with Ernst & Young, and we thank them for their service.”

During the two fiscal years ended October 31, 2003 and the subsequent interim period through September 27, 2004, there were no disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young, would have caused it to make reference to the subject matter of the disagreement in connection with its reports. Furthermore, Ernst & Young's audit reports for the two most recently completed fiscal years did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

There were no consultations during the two fiscal years ended October 31, 2003 and the subsequent interim period through September 27, 2004 by Novell with PricewaterhouseCoopers regarding the application of accounting principles or the type of audit opinion that might be rendered on the company's financial statements. A letter from Ernst & Young regarding its concurrence with these statements is attached hereto as Exhibit 16.1.

SIGNATURE

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 hereunto duly authorized.

	Novell, Inc. (Registrant)
Date: September 27, 2004	By /s/ Joseph S. Tibbetts, Jr. Senior Vice President Chief Financial Officer and Principal Accounting Officer

EXHIBIT INDEX

The following exhibits are filed as part of this current report on Form 8-K.

Exhibit Number	Description
Exhibit 16.1	Letter from Ernst & Young LLP to the Securities and Exchange Commission dated September 27, 2004.
Exhibit 99.1	Press Release of Novell, Inc. dated September 27, 2004.

The Exhibits attached to this Form 8-K are incorporated by reference into Item 4.01 of this Form 8-K and, consistent with the treatment of information set forth in Item 4.01 of the Form 8-K, shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

EX-99

Exhibit 99.1

FOR IMMEDIATE RELEASE
Sept. 27, 2004

Novell, Inc. Announces Change in Independent Registered Public Accounting Firms

WALTHAM, Mass. – Sept. 27, 2004 — Novell, Inc. (NASDAQ:NOVL) today announced that it has retained PricewaterhouseCoopers LLP as its independent registered public accounting firm, effective for the fiscal year 2005 beginning November 1, 2004. PricewaterhouseCoopers replaces Ernst & Young LLP who will be retained to complete the fiscal year 2004 audit.

The decision to change independent registered public accounting firms was made by the company's Audit Committee of the Board of Directors following the solicitation of proposals from both Ernst & Young and PricewaterhouseCoopers to perform the company's fiscal year 2005 audit.

Fred Corrado, chairman of the company's Audit Committee said, “During the past two years, Novell has executed major strategic changes, including substantial changes in its product strategy, management, Board of Directors, and now its independent accountants. Novell has had a long and successful working relationship with Ernst & Young, and we thank them for their service.”

During the two fiscal years ended October 31, 2003 and the subsequent interim period through September 27, 2004, there were no disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young, would have caused it to make reference to the subject matter of the disagreement in connection with its reports. Furthermore, Ernst & Young's audit reports for the two most recently completed fiscal years did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

There were no consultations during the two fiscal years ended October 31, 2003 and the subsequent interim period through September 27, 2004 by Novell with PricewaterhouseCoopers regarding the application of accounting principles or the type of audit opinion that might be rendered on the company's financial statements.

About Novell

Novell, Inc. (Nasdaq: NOVL) is a leading provider of information solutions that deliver secure identity management (Novell® Nsure™), Web application development (Novell exteNd™) and cross-platform networking services (Novell Nterprise™), all supported by strategic consulting and professional services (Novell Ngage^SM). Active in the open source community with its Ximian® and SUSE® LINUX brands, Novell provides a full range of Linux products and services for the enterprise, from the desktop to the server. Novell’s vision of one Net – a world without information boundaries – helps customers realize the value of their information securely and economically. For more information, call Novell’s Customer Response Center at (888) 321-4CRC (4272) or visit http://www.novell.com. Press should visit http://www.novell.com/pressroom.

_________________

Novell and Ximian are registered trademarks; Nsure, exteNd, and Nterprise are trademarks; and Ngage is a service mark of Novell, Inc. in the United States and other countries. SUSE is a registered trademark of SUSE LINUX AG, a Novell business. All third-party trademarks are the property of their respective owners.

Press Contact:

Bruce Lowry
Novell, Inc.
Phone: 415-383-8408
E-Mail: blowry@novell.com

Investor Relations Contact:

Bill Smith
Novell, Inc.
Phone: 800-317-3195
E-Mail: wsmith@novell.com

EX-16

Exhibit 16.1

September 27, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Commissioners:

We have read Item 4.01 of Form 8-K dated September 27, 2004, of Novell, Inc. and are in agreement with the statements contained in the fourth and fifth paragraphs therein. We have no basis to agree or disagree with other statements of the registrant contained therein.

Very truly yours,

By /s/ Ernst & Young LLP