FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Russell Dana C
2. Issuer Name and Ticker or Trading Symbol

NOVELL INC [ NOVL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CFO
(Last)          (First)          (Middle)

1800 S. NOVELL PLACE, SJF-1-100
3. Date of Earliest Transaction (MM/DD/YYYY)

1/10/2008
(Street)

PROVO, UT 84606
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option to buy   $3.92   1/10/2008           6000      (1) 9/10/2011   Common Stock   6000.00     (1) 26000.00   D  
 
Stock Option to buy   $3.94   1/10/2008        6000         (1) 9/10/2011   Common Stock   6000.00     (1) 6000.00   D  
 
Stock Option to buy   $10.68   1/10/2008           13000      (2) 1/7/2012   Common Stock   13000.00     (2) 0.00   D  
 
Stock Option to buy   $10.68   1/10/2008        13000         (2) 1/7/2012   Common Stock   13000.00     (2) 13000.00   D  
 

Explanation of Responses:
( 1)  A Form 3 filed on June 28, 2006 reported the grant on September 10, 2001 (the GRANT DATE) of a non-qualified stock option to purchase 32,000 shares of common stock having an exercise price of $3.92 per share (the OPTION). The OPTION vested with respect to 26,000 of the 32,000 shares prior to January 1, 2005. In connection with Novell's voluntary review of its historical stock-based compensation practices, it was determined that the fair market value of Novell's common stock on the GRANT DATE was $3.94. On January 10, 2008, the OPTION was amended with respect to 6,000 shares that had not vested as of January 1, 2005 by increasing the exercise price to $3.94, the fair market value of Novell's common stock on the GRANT DATE, in order to avoid adverse tax consequences under Section 409A of the Internal Revenue Code. The amendment is reported in this Form 4 as a deemed cancellation and regrant of a replacement option to purchase 6,000 shares of Novell common stock.
( 2)  A Form 3 filed on June 28, 2006 reported the grant on January 7, 2004 (the GRANT DATE) of a non-qualified stock option to purchase 13,000 shares of common stock having an exercise price of $10.68 per share (the ORIGINAL OPTION). In order to avoid adverse tax consequences under Section 409A of the Internal Revenue Code, the reporting person and Novell agreed to cancel the ORIGINAL OPTION and grant a replacement option (the REPLACEMENT OPTION). The REPLACEMENT OPTION has all of the same terms as the ORIGINAL OPTION, except the grant date is January 10, 2008.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Russell Dana C
1800 S. NOVELL PLACE, SJF-1-100
PROVO, UT 84606


CFO

Signatures
By: /s/Elizabeth DePaola authorized signer for 1/14/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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