U.S. Securities & Exchange Commission
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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Sections 12(g) and 12(h)

May 22, 2006

Response of the Office of Chief Counsel
Division of Corporation Finance


Network General Central Corporation
Incoming letter dated May 11, 2006

Based on the facts presented, the Division will not raise any objection if Network General does not comply with the registration requirements of Section 12(g) of the Securities Exchange Act of 1934, with respect to options granted and to be granted pursuant to the company's 2004 Stock Incentive Plan in the manner and subject to all terms and conditions set forth in your letter. This position will remain in effect until the date at which Network General otherwise becomes subject to the Exchange Act registration or reporting requirements with respect to any other class of its securities.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response only represents the Division's position on enforcement and does not purport to express any legal conclusion on the question presented.


Jeffrey S. Cohan
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 05/26/2006