EX-24. 2 rrd39006_44102.htm rrd39006_44102.html

POWER OF ATTORNEY

Know all persons by these presents, that the undersigned hereby constitutes and
appoints Steven N. Moore and Michael C. Piraino, or either of them, the
undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of WatchGuard Technologies, Inc. (the "Company"),
Forms 3, 4s and 5s in accordance with Section 16(a) of the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Forms 3, 4s and 5s
and timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned pursuant
to this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to
do and perform each and every act and thing whatsoever requisite, necessary or
proper to be done in the exercise of any of the rights and powers herein granted,
as fully to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution and revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute
or substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.  The undersigned acknowledges that
the foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of 1934,
as amended.

The undersigned agrees that such attorney-in-fact may rely entirely on information
furnished orally or in writing by the undersigned to such attorney-in-fact.  The
undersigned also agrees to indemnifyand hold harmless the Company and such
attorney-in-fact against any losses, claims, damages or liabilities (or actions in
these respects) that arise out of or are based on any untrue statement or omission
of necessary facts in the information provided by the undersigned to such
attorney-in-fact for purposes of executing, acknowledging, delivering and filing
Forms 3, 4s or 5s (including amendments thereto) and agrees to reimburse the Company
and such attorney-in-fact for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage,
liability or action.

This Power of Attorney shall remain in full force and effect until the undersigned
is no longer required to file Forms 3, 4s and 5s with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed
as of this 14th day of July, 2004.

_	/s/ James A. Richman
			James A. Richman