S-8

As filed with the Securities and Exchange Commission on January 26, 2007

Registration No. 333-         

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

Symantec Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	77-0181864
(State or Other Jurisdiction of	(I.R.S. Employer Identification Number)
Incorporation or Organization)

20330 Stevens Creek Blvd.
Cupertino, California 95014-2132
(408) 517-8000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant’s Principal Executive Offices)

2004 Equity Incentive Plan
(Full Title of the Plan)

Arthur F. Courville	Copy To:
Executive Vice President, General Counsel and	Daniel J. Winnike, Esq.
Secretary	Fenwick & West LLP
20330 Stevens Creek Blvd.	Silicon Valley Center
Cupertino, California 95014-2132	801 California Street
(408) 517-8000	Mountain View, California 94041
(Name, Address, Including Zip Code, and Telephone	(650) 988-8500
Number, Including Area Code, of Agent for Service)

Calculation of Registration Fee

		Proposed	Proposed
		maximum	maximum
	Amount	offering	aggregate	Amount of
Title of each class of securities	to be	price	offering	Registration
to be registered	registered (2)	per share (3)	price	Fee (4)
Common Stock, par value $0.01 per share (1)	40,000,000	$17.54	$701,600,000	$75,071.20

(1)	Each share of common stock includes a right to purchase one eight-thousandth of a share of Series A Junior Participating Preferred Stock. The preferred stock purchase rights, which are attached to the shares of common stock being registered hereunder, will be issued for no additional consideration. Accordingly, no additional registration fee is payable.
(2)	Pursuant to Rule 416(a), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.
(3)	Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on January 22, 2007.
(4)	Calculated solely for the purposes of computing the amount of the registration fee as follows under Rule 457(c) under the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on January 22, 2007.

TABLE OF CONTENTS

PART II
Item 3. Incorporation of Documents by Reference	II-1
Item 4. Description of Securities	II-1
Item 5. Interests of Named Experts and Counsel	II-1
Item 6. Indemnification of Directors and Officers	II-1
Item 7. Exemption from Registration Claimed	II-2
Item 8. Exhibits	II-2
Item 9. Undertakings	II-3
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.01
EXHIBIT 23.01

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents, which have been filed by Symantec Corporation (the “Registrant”) with the Securities and Exchange Commission (the “Commission”), are hereby incorporated by reference in this Registration Statement:

(a)	Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2006, filed with the Commission on June 9, 2006;
(b)	All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and
(c)	The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on May 24, 1989 (including any amendment or report filed for the purpose of updating such description); and
(d)	The description of the Registrant’s Preferred Stock Purchase Rights contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on August 19, 1998 (including any amendment or report filed for the purpose of updating such description).

     All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

     Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement, except as to specific sections of such statements as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the “Securities Act”).

     As permitted by Section 145 of the Delaware General Corporation Law, Registrant’s Certificate of Incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for

II-1

breach of fiduciary duty as a director, except for liability:

– for any breach of the director’s duty of loyalty to Registrant or its stockholders;

– for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law;

– under Section 174 of the Delaware General Corporation Law regarding unlawful dividends and stock purchases; and

– for any transaction from which the director derived an improper personal benefit.

     As permitted by the Delaware General Corporation Law, Registrant’s Bylaws provide that:

– Registrant is required to indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions;

– Registrant is required to advance expenses, as incurred, to its directors and officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions; and

– the rights conferred in the Bylaws are not exclusive.

     Registrant has entered into Indemnity Agreements with each of its current directors and officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in Registrant’s Certificate of Incorporation and Bylaws and to provide additional procedural protections.

     Registrant maintains directors’ and officers’ liability insurance and has extended that coverage for public securities matters.

     See also the undertakings set out in response to Item 9.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

		Incorporated by Reference
Exhibit						Filing	Filed
Number	Exhibit Description	Form	File No.	Exhibit		Date	Herewith
4.01	Amended and Restated Certificate of Incorporation of Symantec Corporation	S-8	333-119872		4.01	10/21/04
4.02	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Symantec Corporation	S-8	333-126403		4.03	07/06/05
4.03	Certificate of Designations of Series A Junior Participating Preferred Stock of Symantec Corporation	8-K	000-17781		3.01	12/21/04
4.04	Bylaws of Symantec Corporation	8-K	000-17781		3.01	01/23/06

II-2

		Incorporated by Reference
Exhibit						Filing	Filed
Number	Exhibit Description	Form	File No.	Exhibit		Date	Herewith
4.05	Rights Agreement, dated as of August 12, 1998, between Symantec Corporation and BankBoston, N.A., as Rights Agent, which includes as Exhibit A the Form of Certificate of Designations of Series A Junior Participating Preferred Stock, as Exhibit B the Form of Right Certificate and as Exhibit C the Summary of Rights to Purchase Preferred Shares.	8-A	000-17781		4.1	08/19/98
5.01	Opinion of Fenwick & West LLP						X
23.01	Consent of Independent Registered Public Accounting Firm						X
23.02	Consent of Fenwick & West LLP (filed as part of Exhibit 5.01)						X
24.01	Power of Attorney (See page II-5)						X
99.01	2004 Equity Incentive Plan, as amended, including form of RSU Award Agreement for Non-Employee Directors	10-Q	000-17781		10.01	11/08/06

Item 9. Undertakings.

     A. The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;

               (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

               (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement — notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set for the in the “Calculation of Registration Fee” table in this Registration Statement; and

               (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant

II-3

pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

          (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     B. The undersigned Registrant hereby undertakes that, for purposes of determining liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Cupertino, State of California, on this 26^th day of January, 2007.

Symantec Corporation
By:	/s/ John W. Thompson
	John W. Thompson
	Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY TO SIGN AMENDMENTS

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below (each being an officer and/or director of the Registrant) does hereby constitute and appoint John W. Thompson, James A. Beer and Arthur F. Courville, and each of them, with full power of substitution, such person’s true and lawful attorneys-in-fact and agents for such person in such person’s name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully, to all intents and purposes, as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in one or more counterparts.

     To effect the above, each of the undersigned has executed this Power of Attorney as of the date indicated beside each name.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ John W. Thompson	Chairman of the Board and	January 26, 2007
John W. Thompson	Chief Executive Officer
	(Principal Executive Officer)
/s/ James A. Beer	Executive Vice President and	January 26, 2007
James A. Beer	Chief Financial Officer
	(Principal Financial Officer)
/s/ George W. Harrington	Senior Vice President, Finance and	January 26, 2007
George W. Harrington	Chief Accounting Officer
	(Principal Accounting Officer)

II-5

Signature	Capacity	Date
/s/ Michael Brown	Director	January 26, 2007
Michael Brown
/s/ William T. Coleman III	Director	January 26, 2007
William T. Coleman III
	Director
Frank Dangeard
/s/ David L. Mahoney	Director	January 26, 2007
David L. Mahoney
/s/ Robert S. Miller	Director	January 26, 2007
Robert S. Miller
	Director
George Reyes
/s/ David J. Roux	Director	January 26, 2007
David J. Roux
/s/ Daniel H. Schulman	Director	January 26, 2007
Daniel H. Schulman
/s/ V. Paul Unruh	Director	January 26, 2007
V. Paul Unruh

II-6

Index to Exhibits

Exhibit		Incorporated by Reference				Filed
Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Herewith
4.01	Amended and Restated Certificate of Incorporation of Symantec Corporation	S-8	333-119872	4.01	10/21/04
4.02	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Symantec Corporation	S-8	333-126403	4.03	07/06/05
4.03	Certificate of Designations of Series A Junior Participating Preferred Stock of Symantec Corporation	8-K	000-17781	3.01	12/21/04
4.04	Bylaws of Symantec Corporation	8-K	000-17781	3.01	01/23/06
4.05	Rights Agreement, dated as of August 12, 1998, between Symantec Corporation and BankBoston, N.A., as Rights Agent, which includes as Exhibit A the Form of Certificate of Designations of Series A Junior Participating Preferred Stock, as Exhibit B the Form of Right Certificate and as Exhibit C the Summary of Rights to Purchase Preferred Shares.	8-A	000-17781	4.1	08/19/98
5.01	Opinion of Fenwick & West LLP					X
23.01	Consent of Independent Registered Public Accounting Firm					X
23.02	Consent of Fenwick & West LLP (filed as part of Exhibit 5.01)					X
24.01	Power of Attorney (See page II-5)					X
99.01	2004 Equity Incentive Plan, as amended, including form of RSU Award Agreement for Non-Employee Directors	10-Q	000-17781	10.01	11/08/06

EX-5.01

EXHIBIT 5.01

January 24, 2007

Symantec Corporation
20330 Stevens Creek Blvd.
Cupertino, CA 95014

Gentlemen/Ladies:

     At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Symantec Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on or about January 25, 2007 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of forty million (40,000,000) shares of the Company’s Common Stock (the “Stock”), all subject to issuance by the Company upon (a) the exercise of stock options granted by the Company under its 2004 Equity Incentive Plan, as amended (the “2004 Plan”); (b) the granting by the Company of restricted stock or restricted stock units under the 2004 Plan or (c) the vesting of stock appreciation rights granted by the Company under the 2004 Plan. In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following.

(1)	the Company’s Amended and Restated Certificate of Incorporation, certified by the Delaware Secretary of State on September 20, 2004 (as amended by the Certificate of Amendment of Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State on July 1, 2005) and the Certificate of Designations of Series A Junior Participating Preferred Stock, filed with the Delaware Secretary of State on December 16, 2004;
(2)	the Company’s Amended and Restated Bylaws, certified by the Company’s Secretary on June 16, 2006;
(3)	the Registration Statement, together with the Exhibits filed as a part thereof or incorporated therein by reference;
(4)	the Prospectus prepared in connection with the Registration Statement;
(5)	the minutes of the meeting of the Company’s Board of Directors on July 20, 2004, approving the 2004 Plan; the minutes of the meeting of the Company’s Board of Directors on July 18, 2006 approving an amendment of the 2004 Plan, including an increase of 40,000,000 in the number of shares reserved for issuance under the 2004 Plan, the issuance of the Stock and the reservation of the Stock for sale and issuance pursuant to the 2004 Plan; the minutes of the meeting of the Company’s Board of Directors held on October 24, 2006 approving a further amendment to the 2004 Plan to amend Section 16 thereof to delete the second sentence in such section to clarify that the Company may not engage in a cash-for-equity exchange without prior stockholder approval; the minutes of the meeting of the Company’s stockholders held on September 15, 2004, approving the 2004 Plan; the minutes

January 24, 2007
Page 2

	of the meeting of the Company’s stockholders held on September 13, 2006, approving the amendment of the 2004 Plan; and the Company’s records of certain other actions of the Board of Directors and stockholders relating to the election of members of the Board of Directors who were serving at the time of such approvals and amendments;
(6)	The Certificate and Report of Inspector of Election dated September 13, 2006, executed by the Inspector of Election, regarding the stockholder voting results at the Company’s Annual Meeting of Stockholders held on September 13, 2006;
(7)	a Management Certificate addressed to us and dated of even date herewith executed by the Company containing certain factual and other representations (the “Management Certificate”), including as to the number of (i) outstanding shares of capital stock, (ii) outstanding options, warrants and rights to purchase capital stock, (iii) any additional shares of capital stock reserved for future issuance in connection with stock option and purchase plans and all other plans, agreements or rights;
(8)	a certificate from Computershare Trust Company, N.A., the Company’s transfer agent, dated as of January 24, 2007 verifying the number of the Company’s issued and outstanding shares of Common Stock, $0.01 par value, as of January 24, 2007; and
(9)	The Company’s 2004 Equity Incentive Plan, as amended, and purchase agreements to be entered into thereunder.

     In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. We have also assumed that the certificates representing the Stock have been, or will be when issued, properly signed by authorized officers of the Company or their agents.

     As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and the representations and warranties made by representatives of the Company to us, including but not limited to those set forth in the Management Certificate. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.

     We are admitted to practice law in the State of California, and we render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America, of the State

January 24, 2007
Page 3

of California and of the Delaware General Corporation Law, the Delaware Constitution and reported judicial decisions relating thereto.

     Based upon the foregoing, it is our opinion that the 40,000,000 shares of Stock that may be issued and sold by the Company upon (a) the exercise of stock options granted by the Company under the 2004 Plan; (b) the granting by the Company of restricted stock or restricted stock units under the 2004 Plan or (c) the vesting of stock appreciation rights granted by the Company under the 2004 Plan, when issued, sold and delivered in accordance with the applicable plan and purchase agreements to be entered into thereunder and in the manner and for the consideration stated in the Registration Statement and Prospectus, will be validly issued, fully paid and nonassessable.

     We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto. This opinion is intended solely for use in connection with issuance and sale of shares subject to the Registration Statement and is not to be relied upon for any other purpose. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.

Very truly yours, FENWICK & WEST LLP
By:	/s/ Daniel J. Winnike
	Daniel J. Winnike, a Partner

EX-23.01

Exhibit 23.01

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Symantec Corporation:

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Symantec Corporation of our report dated June 8, 2006, except as to notes 3, 4 and 15, which are as of December 8, 2006, with respect to the consolidated balance sheets of Symantec Corporation and subsidiaries as of March 31, 2006 and 2005, and the related consolidated statements of income, stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended March 31, 2006, and the related financial statement schedule, and of our report dated June 8, 2006 with respect to management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting as of March 31, 2006, which reports appear in the current report on Form 8-K dated December 11, 2006 and the annual report on Form 10-K of Symantec Corporation for the fiscal year ended March 31, 2006, respectively.

Our report dated June 8, 2006, on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of March 31, 2006, expresses our opinion that Symantec Corporation did not maintain effective internal control over financial reporting as of March 31, 2006 because of the effect of a material weakness on the achievement of the objectives of the control criteria and contains an explanatory paragraph that states that the Company has identified a material weakness with respect to the internal controls over financial reporting related to accounting for income taxes.

/s/ KPMG LLP
Mountain View, California
January 24, 2007