May 6, 2005

Mail Stop 4561

Robert D. Selvi
Chief Financial Officer
SonicWALL, Inc.
1143 Borregas Avenue
Sunnyvale, CA  94089

Re:	Item 4.02 Form 8-K
	Filed May 2, 2005
	File No. 000-27723

Dear Mr. Selvi:

	We have reviewed your Item 4.02 Form 8-K for compliance with
the
form requirements and have the following comment.
1. We note that you intend to file restated financial statements.
However you have not indicated how or when you intend to do so.
Please tell us how and when you intend to file restated financial
statements. We may have further comment after you file the
restated
financial statements.

You should file a response via EDGAR on or before May 13, 2005.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings 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 filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or
in
response to our comments on your filings.

	If you have any questions, please call me at (202) 551-3429.


							Sincerely,



							Kristina Beshears
							Staff Accountant