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                                                                    EXHIBIT 99.2

                             NETWORK APPLIANCE, INC.
                      SPECIAL NON-OFFICER STOCK OPTION PLAN

                                   ARTICLE ONE

                                     GENERAL

            A. This Special Non-Officer Stock Option Plan is intended to promote
the interests of Network Appliance, Inc., a California corporation, by
authorizing an additional reserve of shares of the Corporation's common stock
for issuance through long-term option grants to individuals in the employ of the
Corporation (or any Parent or Subsidiary) who are neither officers of the
Corporation nor members of the Board and who are not otherwise Section 16
Insiders.

            B. The Plan shall become effective immediately upon adoption by the
Board on April 30, 1997.

            C. This Plan shall supplement the authorized share reserve under the
Corporation's 1995 Stock Incentive Plan, and share issuances under this Plan
shall not reduce or otherwise affect the number of shares of the Corporation's
common stock available for issuance under the 1995 Stock Incentive Plan. In
addition, share issuances under the 1995 Stock Incentive Plan shall not reduce
or otherwise affect the number of shares of the Corporation's common stock
available for issuance under this Plan.

            Capitalized terms shall have the meanings assigned to such terms in
the attached Appendix.

        I. ADMINISTRATION OF THE PLAN

            A. The Plan Administrator shall have full power and discretion
(subject to the express provisions of the Plan) to establish such rules and
regulations as it may deem appropriate for the proper administration of the Plan
and to make such determinations under, and issue such interpretations of, the
provisions of the Plan and any outstanding option grants thereunder as it may
deem necessary or advisable. Decisions of the Plan Administrator shall be final
and binding on all parties who have an interest in the Plan or any outstanding
option thereunder.

            B. The individuals serving as Plan Administrator shall serve for
such period as the Board may determine and shall be subject to removal by the
Board at any time.

            C. Service as Plan Administrator shall constitute service as a Board
member, and each Board member serving as Plan Administrator shall accordingly be
entitled to full indemnification and reimbursement as a Board member for such
service. No individual serving as Plan Administrator shall be liable for any act
or omission made in good faith with respect to the Plan or any option granted
under the Plan.


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        II. ELIGIBILITY

            A. The persons eligible to participate in the Plan shall be limited
to those Employees who are neither officers of the Corporation nor members of
the Board and who are not otherwise Section 16 Insiders.

            B. The Plan Administrator shall have full authority to determine
which eligible Employees are to receive option grants under the Plan, the number
of shares to be covered by each such grant, the time or times at which each
granted option is to become exercisable and the maximum term for which the
option may remain outstanding. All options granted under the Plan shall be
Non-Statutory Options.

        III. STOCK SUBJECT TO THE PLAN

            A. Shares of Common Stock shall be available for issuance under the
Plan and shall be drawn from either the Corporation's authorized but unissued
shares of Common Stock or from reacquired shares of Common Stock, including
shares repurchased by the Corporation on the open market. The maximum number of
shares of Common Stock reserved for issuance over the term of the Plan shall be
limited to 400,000 shares, subject to adjustment from time to time in accordance
with the provisions of this Section III.

            B. Should one or more outstanding options under this Plan expire or
terminate for any reason prior to exercise in full (including any option
cancelled in accordance with the cancellation-regrant provisions of Section III
of Article Two), then the shares subject to the portion of each option not so
exercised shall be available for subsequent issuance under the Plan. Should the
exercise price of an outstanding option under the Plan be paid with shares of
Common Stock, then the number of shares of Common Stock available for issuance
under the Plan shall be reduced by the gross number of shares for which the
option is exercised, and not by the net number of shares of Common Stock
actually issued to the holder of such option.

            C. Should any change be made to the Common Stock issuable under the
Plan by reason of any stock split, stock dividend, recapitalization, combination
of shares, exchange of shares or other change affecting the outstanding Common
Stock as a class without the Corporation's receipt of consideration, then
appropriate adjustments shall be made to (i) the maximum number and/or class of
securities issuable under the Plan, and (ii) the number and/or class of
securities and price per share in effect under each option outstanding under the
Plan. Such adjustments to the outstanding options are to be effected
in a manner which shall preclude the enlargement or dilution of rights and
benefits under such options. The adjustments determined by the Plan
Administrator shall be final, binding and conclusive.


                                       2.


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                                   ARTICLE TWO

                              OPTION GRANT PROGRAM


        I. OPTION TERMS

            Options granted under the Plan shall be authorized by action of the
Plan Administrator and shall be evidenced by one or more instruments in the form
approved by the Plan Administrator; provided, however, that each such instrument
shall comply with the terms and conditions specified below. All such granted
options shall be Non-Statutory Options.

            A. Exercise Price.

                  1. The exercise price per share shall be fixed by the Plan
Administrator but shall not be less than one hundred percent (100%) of the Fair
Market Value per share of Common Stock on the grant date.

                  2. Full payment of the exercise price shall become immediately
due upon exercise of the option and shall be payable in one or more of the forms
specified below:

                (i) cash or check made payable to the Corporation's order,

                (ii) shares of Common Stock held for the requisite period
            necessary to avoid a charge to the Corporation's earnings for
            financial reporting purposes and valued at Fair Market Value on the
            Exercise Date, or

                (iii) through a special sale and remittance procedure pursuant
            to which the Optionee shall concurrently provide irrevocable
            instructions to (a) a Corporation-designated brokerage firm to
            effect the immediate sale of the purchased shares and remit to the
            Corporation, out of the sale proceeds available on the settlement
            date, sufficient funds to cover the aggregate exercise price payable
            for the purchased shares plus all applicable Federal, state and
            local income and employment taxes required to be withheld by the
            Corporation in connection with such purchase and to (b) the
            Corporation to deliver the certificates for the purchased shares
            directly to such brokerage firm in order to complete the sale
            transaction.

            Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.


            B. Term and Exercise of Options. Each option shall be exercisable at
such 


                                       3.


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time or times, during such period and for such number of shares as shall be
determined by the Plan Administrator and set forth in the documents evidencing
such option. No option shall have a maximum term in excess of ten (10) years.
During the lifetime of the Optionee, the option shall be exercisable only by the
Optionee and shall not be assignable or transferable except for a transfer of
the option effected by will or by the laws of inheritance following the
Optionee's death.

            C. Effect of Termination of Service.

                  1. The following provisions shall govern the exercise of any
options held by the Optionee at the time of cessation of Service or death:

                (i) Should Optionee cease to remain in Service for any reason
            (other than death, Permanent Disability or Misconduct) while this
            option is outstanding, then Optionee shall retain the right to
            exercise this option until the expiration of the earlier of (A) the
            three (3)-month period commencing with the date of such cessation of
            Service or (B) the ten (10)-year option term.

                (ii) If the Optionee dies while holding an outstanding option,
            then the personal representative of Optionee's estate or the person
            or persons to whom the option is transferred pursuant to Optionee's
            will or in accordance with the laws of inheritance shall have the
            right to exercise this option. Such right shall lapse, and this
            option shall cease to be outstanding, upon the expiration of the
            earlier of (A) the twelve (12)-month period measured from the date
            of Optionee's death or (B) the ten (10)-year option term.

                (iii) Should Optionee cease Service by reason of Permanent
            Disability while this option is outstanding, then Optionee shall
            retain the right to exercise this option until the expiration of the
            earlier of (A) the twelve (12)-month period commencing with the date
            of such cessation of Service or (B) the ten (10)-year option term.

                (iv) Should Optionee's Service be terminated for Misconduct,
            then this option shall terminate immediately and cease to remain
            outstanding.

                (v) During the applicable post-Service exercise period, the
            option may not be exercised in the aggregate for more than the
            number of shares for which the option is exercisable on the date of
            Optionee's cessation of Service. Upon the expiration of the
            applicable exercise period or (if earlier) upon the expiration of
            the option term, the option shall terminate and cease to be
            outstanding for any otherwise exercisable shares for which the
            option has not been exercised. However, the option shall,
            immediately upon Optionee's cessation of Service for any reason,
            terminate and cease to be outstanding with respect to any 


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            and all option shares for which the option is not otherwise at
            the time exercisable.

            2. The Plan Administrator shall have the discretion, exercisable
either at the time an option is granted or at any time while the option remains
outstanding, to:

                (i) extend the period of time for which the option is to remain
            exercisable following Optionee's cessation of Service or death from
            the limited period otherwise in effect for that option to such
            greater period of time as the Plan Administrator shall deem
            appropriate, but in no event beyond the expiration of the option
            term, and/or

                (ii) permit the option to be exercised, during the applicable
            post-Service exercise period, not only with respect to the number of
            shares of Common Stock for which such option is exercisable at the
            time of the Optionee's cessation of Service but also with respect to
            one or more additional installments for which the option would have
            become exercisable had the Optionee continued in Service.

            D. Shareholder Rights. A Optionee shall have none of the rights of a
shareholder with respect to any option shares until such person shall have
exercised the option and paid the exercise price for the purchased shares.

        II. CORPORATE TRANSACTION

            A. In the event of any Corporate Transaction, each option which is
at the time outstanding under the Plan shall automatically accelerate so that
each such option shall, immediately prior to the specified effective date for
such Corporate Transaction, become fully exercisable with respect to the total
number of shares of Common Stock at the time subject to that option and may be
exercised for all or any portion of those shares as fully-vested shares.
However, an outstanding option under the Plan shall NOT so accelerate if and to
the extent: (i) such option is, in connection with the Corporate Transaction, to
be assumed by the successor corporation or parent thereof, (ii) such option is
to be replaced with a cash incentive program of the successor corporation which
preserves the option spread existing at the time of the Corporate Transaction
and provides for subsequent payout in accordance with the same exercise schedule
applicable to such option or (iii) the acceleration of such option is subject to
other limitations imposed by the Plan Administrator at the time of the option
grant.

            B. The Plan Administrator shall have the discretionary authority to
structure one or more options under the Plan so that those options shall
immediately accelerate upon an Involuntary Termination of the Optionee's Service
within a designated period (not to exceed twelve (12) months) following the
effective date of a Corporate Transaction in which those options are assumed by
the successor corporation and accordingly do not accelerate at the time of such
Corporate Transaction.


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            C. Immediately following the consummation of the Corporate
Transaction, all outstanding options under the Plan shall terminate and cease to
remain outstanding, except to the extent assumed by the successor corporation or
its parent company.

            D. Each outstanding option which is assumed in connection with the
Corporate Transaction shall be appropriately adjusted, immediately after such
Corporate Transaction, to apply and pertain to the number and class of
securities which would have been issued to the Optionee, in consummation of the
Corporate Transaction, had such person exercised the option immediately prior to
such Corporate Transaction. Appropriate adjustments shall also be made to the
exercise price payable per share, provided the aggregate exercise price payable
for such securities shall remain the same. In addition, the class and number of
securities available for issuance under the Plan following the consummation of
the Corporate Transaction shall be appropriately adjusted.

            E. The grant of options under the Plan shall in no way affect the
right of the Corporation to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.

        III. CANCELLATION AND REGRANT OF OPTIONS

            The Plan Administrator shall have the sole and exclusive authority
to effect, at any time and from time to time, with the consent of the affected
Optionees, the cancellation of any or all outstanding options under the Plan and
to grant in substitution new options under the Plan covering the same or
different numbers of shares of Common Stock but with an exercise price per share
not less than the Fair Market Value of the Common Stock on the new grant date.


                                       6.


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                                  ARTICLE THREE

                                  MISCELLANEOUS

        I. AMENDMENT OF THE PLAN

            The Board has complete and exclusive power and authority to amend or
modify the Plan in any or all respects whatsoever. However, no such amendment or
modification shall adversely affect rights and obligations with respect to stock
options at the time outstanding under the Plan, unless the affected Optionees
consent to such amendment.

        II. TAX WITHHOLDING

            The Corporation's obligation to deliver shares of Common Stock upon
the exercise of stock options under the Plan shall be subject to the
satisfaction of all applicable Federal, state and local income tax and
employment tax withholding requirements.

        III. EFFECTIVE DATE AND TERM OF PLAN

            A. This Plan became effective upon approval by the Board at the
April 30, 1997 Board meeting and shall not be subject to shareholder approval.

            B. The Plan shall terminate upon the earlier of (i) December 31,
2007 or (ii) the date on which all shares available for issuance under the Plan
shall have been issued pursuant to the exercise of options under the Plan. If
the date of termination is determined under clause (i) above, then all option
grants outstanding on such date shall thereafter continue to have force and
effect in accordance with the provisions of the instruments evidencing those
grants.

        IV. USE OF PROCEEDS

            Any cash proceeds received by the Corporation from the sale of
shares pursuant to option grants under the Plan shall be used for general
corporate purposes.

        V. REGULATORY APPROVALS

            A. The implementation of the Plan, the granting of any option under
the Plan, and the issuance of Common Stock upon the exercise of the stock
options granted hereunder shall be subject to the Corporation's procurement of
all approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the stock options granted under it and the Common Stock issued
pursuant to it.

            B. No shares of Common Stock or other assets shall be issued or
delivered under this Plan unless and until there shall have been compliance with
all applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 


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registration statement for the shares of Common Stock issuable under the Plan,
and all applicable listing requirements of any securities exchange on which the
Common Stock is then listed for trading.

        VI. NO EMPLOYMENT/SERVICE RIGHTS

            Neither the action of the Corporation in establishing the Plan, nor
any action taken by the Plan Administrator hereunder, nor any provision of the
Plan shall be construed so as to grant any individual the right to remain in
Service for any period of specific duration, and the Corporation (or any Parent
or Subsidiary employing such individual) may terminate such individual's Service
at any time and for any reason, with or without cause.


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                                    APPENDIX


               The following definitions shall be in effect under the Plan:

            A. BOARD shall mean the Corporation's Board of Directors.

            B. CODE shall mean the Internal Revenue Code of 1986, as amended.

            C. COMMON STOCK shall mean the Corporation's common stock.

            D. CORPORATE TRANSACTION shall mean either of the following
shareholder-approved transactions to which the Corporation is a party:

                - a merger or consolidation in which securities possessing more
            than fifty percent (50%) of the total combined voting power of the
            Corporation's outstanding securities are transferred to a person or
            persons different from the persons holding those securities
            immediately prior to such transaction; or

                - the sale, transfer or other disposition of all or
            substantially all of the Corporation's assets in complete
            liquidation or dissolution of the Corporation.

            E. CORPORATION shall mean Network Appliance, Inc., a California
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of Network Appliance, Inc. which shall by appropriate
action adopt the Plan.

            F. EMPLOYEE shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

            G. EXERCISE DATE shall mean the date on which the Corporation shall
have received written notice of the option exercise.

            H. FAIR MARKET VALUE per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:

                - If the Common Stock is at the time traded on the Nasdaq
            National Market, then the Fair Market Value shall be the closing
            selling price per share of Common Stock on the date in question, as
            such price is reported by the National Association of Securities
            Dealers on the Nasdaq National Market or any successor system. If
            there is no closing selling price for the Common Stock on the date
            in question, then the Fair Market Value shall be the closing selling
            price on the last preceding date for which such quotation exists.


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                - If the Common Stock is at the time listed on any national
            securities exchange, then the Fair Market Value shall be the closing
            selling price per share of Common Stock on the date in question on
            that exchange, as such price is officially quoted in the composite
            tape of transactions on such exchange. If there is no closing
            selling price for the Common Stock on the date in question, then the
            Fair Market Value shall be the closing selling price on the last
            preceding date for which such quotation exists.

            I. INVOLUNTARY TERMINATION shall mean the termination of the Service
of any individual which occurs by reason of:

                - such individual's involuntary dismissal or discharge by the
            Corporation for reasons other than Misconduct, or

                - such individual's voluntary resignation following (A) a change
            in his or her position with the Corporation which materially reduces
            his or her level of responsibility, (B) a reduction in his or her
            level of compensation (including base salary, fringe benefits and
            target bonuses under corporate-performance based bonus or incentive
            programs) by more than fifteen percent (15%) or (C) a relocation of
            such individual's place of employment by more than fifty (50) miles,
            provided and only if such change, reduction or relocation is
            effected by the Corporation without the individual's consent.

            J. MISCONDUCT shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Optionee, any unauthorized use or disclosure
by the Optionee of confidential information or trade secrets of the Corporation
(or any Parent or Subsidiary), or any other intentional misconduct by the
Optionee adversely affecting the business or affairs of the Corporation (or any
Parent or Subsidiary) in a material manner. The foregoing definition shall not
be deemed to be inclusive of all the acts or omissions which the Corporation (or
any Parent or Subsidiary) may consider as grounds for the dismissal or discharge
of any Optionee or other person in the Service of the Corporation (or any Parent
or Subsidiary).

            K. NON-STATUTORY OPTION shall mean an option not intended to satisfy
the requirements of Code Section 422.

            L. OPTIONEE shall mean any person to whom an option is granted under
the Plan.

            M. PARENT shall mean any corporation (other than the Corporation) in
an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

            N. PERMANENT DISABILITY OR PERMANENTLY DISABLED shall mean the
inability of the 


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Optionee to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment expected to result in death
or to be of continuous duration of twelve (12) months or more.

            O. PLAN shall mean the Corporation's Special Non-Officer Stock
Option Plan, as set forth in this document.

            P. PLAN ADMINISTRATOR shall mean the committee comprised of one or
more Board members appointed by the Board to administer the Plan.

            Q. SECTION 16 INSIDER shall mean an officer or director of the
Corporation subject to the short-swing profit restrictions of Section 16 of the
1934 Act.

            R. SERVICE shall mean the provision of services on a periodic basis
to the Corporation (or any Parent or Subsidiary) in the capacity of an Employee
or an independent consultant or advisor, except to the extent otherwise
specifically provided in the applicable stock option agreement.

            S. SUBSIDIARY shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in the
unbroken chain owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.


                                      A-3.


