Room 4561
						August 30, 2005



Mr. Edward J. Borey
President and Chief Executive Officer
Watchguard Technologies, Inc.
505 Fifth Avenue South
Suite 500
Seattle, WA  98104-3892

Re:	Watchguard Technologies, Inc.
	Form 10-K for Fiscal Year Ended December 31, 2004
	Filed March 31, 2005
	Form 8-K filed August 3, 2005
	File No. 000-26819

Dear Mr. Borey:

      We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below. We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Note 1 - Accounting Policies

Revenue Recognition, page 69

1. Tell us more about the nature and terms of the "subscriptions
for
related software options and services" that are sold in connection
with your Firebox product offerings.  Tell us whether these
elements
involve hosting services or subscriptions for software.

Note 2.    Accounting for Goodwill and Intangibles with Definite
Lives, page 74

2. Disclosure on page 74 indicates that you assess goodwill for
impairment on an annual basis as of October 1.  Describe more
fully
your process for assessing impairment of goodwill.  Your response
should address the following:

a) The number of reporting units and amount of goodwill allocated
to
each reporting unit.
b) How you considered the operating losses and cash used in
operations either by reporting unit or on an entity-wide basis in
determining goodwill was not impaired at December 31, 2004.
c) How your decision to maintain a full valuation allowance on
deferred taxes in 2004, which would appear to indicate that you do
not expect to have income in the future, is consistent with your
assessment that goodwill is not impaired.
d) How goodwill of approximately $38 million relating to the 2002
acquisition of Rapidstream was allocated to reporting units and
how
that goodwill was considered in your impairment assessment.

Form 8-K filed on August 3, 2005

3. Tell us what consideration you have given to including the
disclosures required by Item 10(e)(1)(i)(B) (C) and (D) of
Regulation
S-K and Questions 8 and 9 of the FAQ Regarding the Use of Non-GAAP
Financial Measures.  Specifically, tell us what consideration you
gave to disclosing the reason why you believe that presentation of
the non-GAAP financial measures provide useful information to
investors and, to the extent material, the additional purposes(s)
for
which you use the non-GAAP financial measure.  Such disclosures
regarding the usefulness of the non-GAAP measures should
separately
address each of the measures created by your presentation of a
non-
GAAP statement of operations (i.e. non-GAAP cost of revenues, non-
GAAP gross margin, non-GAAP total operating expenses, non-GAAP
operating loss and non-GAAP loss before income taxes). For
example,
you have not explained why the "non-GAAP operating loss" is an
appropriate measure of performance when it excludes stock-based
compensation charges and amortization of other intangibles.
Explain
how such measures are useful in assessing performance given that
the
excluded items appear to be essential to that assessment.  Please
explain to us how you considered separately addressing these
disclosure requirements for each non-GAAP measure in your current
presentation.

******

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  You may wish to
provide us with marked copies of the amendment to expedite our
review.  Please furnish a cover letter with your amendment that
keys
your responses to our comments and provides any requested
information.  A detailed cover letter greatly facilitates our
review.
Please understand that we may have additional comments after
reviewing your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact April Coleman, Staff Accountant, at (202)
551-
3458, Thomas Ferraro, Senior Staff Accountant, at (202) 551-3225
or
me at (202) 551-3499 if you have questions regarding these
comments.

Sincerely,



      Kathleen Collins
							Accounting Branch Chief
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Mr. Edward J. Borey
Watchguard Technologies, Inc.
August 30, 2005
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