Room 4561
						  June 21, 2006

Bruce R. Chizen
Chief Executive Officer
Adobe Systems Incorporated
345 Park Avenue
San Jose, CA 95110

Re:	Adobe Systems Incorporated
	Form 10-K for the Fiscal Year Ended December 2, 2005
	Filed February 8, 2005
	Form 8-K Filed June 15, 2006
	File no. 0-15175

Dear Mr. Chizen:

      We have reviewed your response letter dated May 31, 2006 and
have the following comments.  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 our comment, we ask you to
provide
us with information so we may better understand your disclosure.
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 2, 2005

Note 11. Stockholders` Equity, page 91

Stock Repurchase Program I - On-going dilution Coverage
1. We note your response to prior comment no. 1.  Explain why
funds
advanced to financial institutions should be classified as
treasury
stock considering at the time of transfer no stock has been
delivered
to the Company.  In this regard, tell us how you considered Rule
5-
02.30 of Regulation S-X to separately disclose on the face of the
financial statements the funds advanced for treasury stock not yet
repurchased, similar to the classification for stock subscriptions
receivable.

Form 8-K Filed June 15, 2006
2. We note you response to our prior comment no. 3 relating to the
Company`s non-GAAP disclosures.  It is not evident from your
response
or revised disclosures in the Company`s June 15, 2006, 8-K filing
(earnings release) why stock compensation, amortization of
intangibles and deferred compensation are described as not
impacting
ongoing operations.  Presumably these items will impact future
period
earnings, are required to generate future revenues (intangibles
such
as technology) or compensate employees and are necessary to
conduct
your core operations.  Considering this explain why your
disclosure
is reasonable as it relates to these items not impacting ongoing
operations or not having any direct correlation to the Company`s
operations.  Provide proposed revised disclosures with your
response,
as necessary.

      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.

      You may contact Kari Jin, Staff Accountant, at (202) 551-
3481,
Tom Ferraro, Senior Staff Accountant at (202) 551-3225 or me at
(202)
551-3730 if you have questions regarding these comments.


Sincerely,


      Kathleen Collins
      Accounting Branch Chief
Mr. Bruce R. Chizen
Adobe Systems Incorporated
June 21, 2006
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