May 11, 2006

VIA EDGAR

Securities and Exchange Commission
Division of Corporation Finance
Office of Mergers and Acquisitions
100 F Street, NE
Washington, DC 20549

     Re: Brocade Communications Systems, Inc.

     Dear Sirs:

     On behalf of Brocade Communications Systems, Inc. (the “Company”), we have simultaneously filed a Tender Offer Statement under Rule 13e-4 (the “Offer”) to address the mitigation of certain unintended and adverse tax consequences applied to certain discounted stock options under Section 409A of the Internal Revenue Code. Throughout the process of preparing the Offer documents, we have worked with Nicholas Panos of the Office of Mergers and Acquisitions and appreciate his guidance as we structured the offer in compliance with Rule 13e-4.

     We very much appreciate the Staff’s review of this filing and look forward to the completion of the Offer.

Sincerely,
 

/s/ Katharine A. Martin  

Katharine A. Martin 

Wilson Sonsini Goodrich & Rosati 

cc: Brocade Communication Systems, Inc.
Tyler Wall, Esq.
Tom MacMitchell, Esq.

Wilson Sonsini Goodrich & Rosati
John E. Aguirre, Esq.