Room 4561
						November 28, 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 10-Q for Fiscal Quarter Ended September 30, 2005
	Filed November 9, 2005
	Form 8-K filed August 3, 2005
	Form 8-K filed November 3, 2005
	File No. 000-26819

Dear Mr. Borey:

              We have reviewed your response to our letter dated
August 30, 2005 in connection with our review of 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 2.    Accounting for Goodwill and Intangibles with Definite
Lives, page 74

1. We note your response to our Prior Comment No. 2.  Specifically
tell us how you considered the guidance in paragraphs 30 through
36
of SFAS No. 142 in determining that you have only one reporting
unit.
Confirm, if true, that no discrete financial information is
reviewed
by segment managers, such as product or services gross margins,
operating results of acquired entities, geographic results etc. In
addition, provide a detailed explanation of how you used your
discounted cash flow analysis to determine the fair value of the
reporting unit (reference paragraphs 19 through 22 of SFAS No.
142).

Forms 8-K filed on August 3, 2005 and November 3, 2005

2. We note your response to our Prior Comment No. 3.  We further
note
the expanded disclosure in your earnings release furnished on Form
8-
K and filed on November 3, 2005 includes reconciliations of some
of
the non-GAAP measures presented in your non-GAAP pro forma
consolidated statements of operations.  However, Item
10(e)(1)(i)(B)
of Regulation S-K requires disclosure of a reconciliation for each
non-GAAP measure presented.  Revise to include the information
required by Item 10(e)(1)(i)(B) for each line item in your non-
GAAP
presentation that has been adjusted such as cost of product
revenue,
cost of service revenue, sales and marketing etc.

3. Revise your disclosures in the press release to eliminate all
references to "pro forma" net income, "pro forma" results, "pro
forma" earnings and "pro forma" earnings per share. The
information
you have presented throughout the press release should be referred
to
as "non-GAAP" and not "pro forma."  Pro forma has a different
meaning
as defined by generally accepted accounting principles and SEC
rules
that is significantly different than your presentation.

4. Your disclosures regarding the reasons for presenting each of
these non-GAAP measures appear overly broad considering that
companies and investors may differ as to which items warrant
adjustment and what constitutes "operational results." Further,
your
disclosure of a general or overall reason for presenting multiple
non-GAAP measures does not appear to meet the disclosure
requirements
of  Item 10(e)(1)(i)(C) and (D).  It also does not appear that you
have met the "difficult" disclosure burden imposed by Question 9
of
the Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures (FAQ) in explaining why this measure is useful
to
investors. For example, it is unclear to us why amortization of
intangible assets is not relevant for investors considering that
the
use of these assets contributes to generating revenue. Similarly,
it
is unclear why excluding stock-based compensation is appropriate
considering that offering your employees equity instruments
appears
to be a key incentive offered in the achievement of your goals as
an
organization. Please explain to us, in detail, how you have
complied
with Question 9 of the FAQ and Item 10(e)(1)(i)(C) and (D) of
Regulation S-K. Address each exclusion or adjustment separately.

5. Also, tell us how you considered Question 8 of the Frequently
Asked Questions Regarding the Use of Non-GAAP Financial Measures
to
include the following disclosures for each Non-GAAP Financial
Measure
presented.

i. the manner in which management uses the non-GAAP measure to
conduct or evaluate its business;
ii. the economic substance behind management`s decision to use
such a
measure;
iii. the material limitations associated with use of the non-GAAP
financial measure as compared to the use of the most directly
comparable GAAP financial measure;
iv. the manner in which management compensates for these
limitations
when using the non-GAAP financial measure; and
v. the substantive reasons why management believes the non-GAAP
financial measure provides useful information to investors.

Form 10-Q for the Fiscal Quarter Ended September 30, 2005:

Item 4.  Controls and Procedures, page 37

6. We note your disclosure that your "Chief Executive Officer and
Chief Financial Officer" concluded that [your] disclosure controls
and procedures are effective to ensure that information required
to
be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported
within
the time periods specified in the rules and forms of the SEC."
Clarify, if true, that your officers concluded that your
disclosure
controls and procedures are also effective to ensure that
information
required to be disclosed in the reports that you file or submit
under
the Exchange Act is accumulated and communicated to your
management,
including your chief executive officer and chief financial
officer,
to allow timely decisions regarding required disclosure.  We refer
you to Exchange Act Rule 13a-15(e).

7. We note your statement that "management necessarily applied its
judgment in assessing the costs and benefits of such controls and
procedures, which, by their nature, can provide only reasonable
assurance regarding management`s control objectives."  Clarify, if
true, that your disclosure controls and procedures are designed to
provide reasonable assurance of achieving their objectives and
that
your principal executive officer and principal financial officer
concluded that your disclosure controls and procedures are
effective
at that reasonable assurance level.  In the alternative, remove
the
reference to the level of assurance of your disclosure controls
and
procedures.  Please refer to Section II.F.4 of Management`s
Reports
on Internal Control Over Financial Reporting and Certification of
Disclosure In Exchange Act Periodic Reports, SEC Release No. 33-
8328,
available on our website at http://www.sec.gov/rules/final/33-
8238.htm.

******

      	 Please respond to these comments within 10 business
days
or tell us when you will provide us with a response.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	You may contact April Coleman, Staff Accountant, at (202)
551-
3458, Thomas Ferraro, Senior Staff Accountant, at (202) 551-3225
or
me at (202) 551-3730 you have questions regarding these comments.

Sincerely,



      Kathleen Collins
							Accounting Branch Chief
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Mr. Edward J. Borey
Watchguard Technologies, Inc.
November 28, 2005
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