Room 4561
via fax (919) 754-3701

						March 6, 2006

Mr. Matthew J. Szulik
Chief Executive Officer, President and
  Chairman of the Board of Directors
Red Hat, Inc.
1801 Varsity Drive
Raleigh, NC 27606

Re:	Red Hat, Inc.
	Form 10-K for Fiscal Year Ended February 28, 2005
	Filed May 16,2005

Dear Mr. Szulik:

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  Where indicated, we
think you should revise your document in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with supplemental information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not 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 Year Ended February 28, 2005

Notes to Consolidated Financial Statements

Note 2 - Summary of Significant Accounting Policies

Revenue Recognition

Services Revenue, page 55

1. We note your disclosure that revenues under fixed fee
arrangements
are recognized on a proportional performance basis if the
arrangement
involves the delivery of software which includes significant
production, customization and modification.  Tell us how you
considered paragraph 75 of SOP 97-2 which indicates "in applying
contract accounting, the vendor must use either the percentage-of-
completion method or the completed contract method."

2. We further note that in prior years, similar disclosure
indicated
that the percentage-of-completion method was used to account for
such
arrangements.  Please explain, in reasonable detail, the change
from
percentage-of-completion method to proportional performance
method.
Clarify whether the change represents a change in disclosure or a
change in policies or procedures related to revenue recognition
and
arrangements involving significant production, customization or
modification of software.  To the extent there has been a change
in
your policies or procedures, tell us how the change has been
reflected in your financial statements.

 * * * * * * *

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and 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 David Edgar at (202)-551-3459 or the
undersigned at (202) 551-3489 if you have any questions regarding
comments on the financial statements and related matters.

Sincerely,


      Brad Skinner
      Accounting Branch Chief
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Mr. Matthew J. Szulik
Red Hat, Inc.
March 6, 2006
Page 3