Room 4561
						February 17, 2006



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
November 28, 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.






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

1. We note your responses to our prior comments 2, 3 and 4 and we
reissue the comments.  Revise to include the information required
by
Item 10(e)(1)(i)(B) of Regulation S-K for each line item in your
non-
GAAP presentation that has been adjusted.  In this regard, provide
a
reconciliation of the differences between the non-GAAP financial
measure with the most directly comparable financial measure or
measures calculated and presented in accordance with GAAP for each
item presented that differs from the corresponding amount derived
under GAAP.  In addition, 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.  Finally, revise to include the information required by
10(e)(1)(i)(C) and (D) for each non-GAAP measure presented as
opposed
to providing this information for the excluded items only.

2. We note your response to our prior comment no. 5.  Please
address
the following:

a. With respect to your response to prior comment no. 5(i), tell
us
how, for instance, management uses non-GAAP research and
development
expense in evaluating financial performance for executive and
management compensation.  Similarly, tell us how non-GAAP sales
and
marketing expense was used.  Tell us what consideration you gave
to
providing specific disclosures addressing this point for each non-
GAAP financial measure presented.
b. In your response to prior comment no. 5 (ii) above, we note
your
statement that "Neither stock-based compensation, amortization of
acquired intangible assets nor restructuring charges impact
measurement of current operating performance as viewed by
management
and certain of the Company`s investors, as none of these
categories
of expense has a current or future effect on the use of cash, nor
do
they have use with regards to the generation of current or future
revenues."  We further note that your intangible asset balance
consists entirely of acquired technology.  Tell us why you believe
that amortization of acquired technology is not meaningful to the
generation of current or future revenues.  If it intangibles are
not
generating future revenues, tell us how you concluded that your
intangible assets were not impaired at each balance sheet date.
c. We note your statement in response to our prior comment no. 5
(iii) that while `non-GAAP financial measures are often used to
measure the Company`s operating results and assess its financial
performance, they are not necessarily comparable to similarly
titled
captions of other companies due to potential inconsistencies in
the
method of calculation.`  It is not clear how this point was
considered for each non-GAAP financial measure presented or how it
was addressed in the Company`s proposed disclosure included in
Exhibit A to the response letter.
d. We note your statement in response to our prior comment no.
5(iv)
that you provide a detailed description of method used in arriving
at
the non-GAAP measure and that you reconcile the use of each non-
GAAP
financial measure with its most directly comparable GAAP financial
measure, whenever it uses such a measure.  To date, you have not
presented such reconciliation for each non-GAAP financial measure
presented.  Please advise.
e. We note your statement in response to our prior comment no. 5
(v)
that you provide the non-GAAP financial measures to `allow
investors
an opportunity to see the Company as viewed by management and to
assess the Company with the same tools that management utilizes.`
As
above, it is not clear how each non-GAAP financial measure is
utilized by management or how the presentation of each non-GAAP
financial measure is useful to investors.
f. It appears, your stated reason for providing the non-GAAP
financial measures is similar to the stated objective of the
disclosure requirements for Management`s Discussion and Analysis
(see
paragraph I.B. of SEC Release 33-8350).  Tell us why you believe
that
presentation of a non-GAAP income statement is necessary in
addition
to your MD&A disclosures.  Alternately, tell us what consideration
you gave to including additional information in MD&A to `allow
investors an opportunity to see the Company as viewed by
management.`


******

      	 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
Mr. Edward J. Borey
Watchguard Technologies, Inc.
February 17, 2006
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