SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

        DIVISION OF
     CORPORATION FINANCE

 Mail Stop 4561        July 30, 2009  Daniel J. Warmenhoven Chief Executive Officer, Chairman of the Board
NetApp, Inc. 495 East Java Drive Sunnyvale, CA 94089 (408) 822-6000
Re: NetApp, Inc.
 Form 10-K for the Fiscal Year Ended April 24, 2009  File No. 000-27130

Dear Mr. Warmenhoven:

We have reviewed the above-referenced filing and have the following comments.
If 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
raise additional comments.
 Please understand that the purpose of our re view 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.

Daniel J. Warmenhoven
NetApp, Inc.
July 30, 2009 Page 2  Form 10-K for the Fiscal Year Ended April 24, 2009

 Business, page 3

 Principal Markets and Distribution Channels, page 7

 1. We note that two U.S. distributors accounted for approximately 10.5% and 10.6%
of your net revenues in fiscal 2009.  Please tell us why you have not disclosed the
names of these distributors.  See Item  101(c)(1)(vii) of Regulation S-K.
 Backlog, page 7

 2. In your response letter,  please tell us the dollar amount of your backlog, if any, as
of a date close to the time you filed your  annual report and as of a comparable
date in the preceding fiscal year.  See Item 101(c)(1)(viii) of Regulation S-K.
 Manufacturing and Supply Chain, page 8

 3. We note your disclosure in this sectio n that you outsource your manufacturing
operations to third parties, use contract manufacturers for the production of major
subassemblies, and that you rely on a limited nu mber of suppliers for materials.  It
appears that you have not filed any ag reements with these manufacturers or
suppliers as exhibits to y our Form 10-K.  Please provide us with your analysis as
to whether you are substantially dependent  for purposes on Item 601(b)(10)(ii)(B)
on any of your agreements with thes e manufacturers or suppliers.
 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 36
 Results of Operations, page 46

 4. In your comparison of the results of operations between the periods, you sometimes refer to two or more sources as components that contributed to a
material change.  Tell us what consid eration you gave to quantifying the amount
of the changes that were due to each of th e factors or events that you identify.  For
example, we note several factors iden tified without quantification in your
discussions of the changes in revenue a nd operating expenses.  Refer to Section
III. D of SEC Release 33-6835.

* * * * * * *

Please 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.  If you amend your

Daniel J. Warmenhoven
NetApp, Inc. July 30, 2009 Page 3  filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Melissa Wa lsh, Senior Staff Accountant, at (202) 551-3224, if
you have any questions regard ing comments on the financia l statements and related
matters.  Please address questions regardi ng all other comments to Matt Crispino, Staff
Attorney, at (202) 551-3456 or Mark P. Sh uman, Branch Chief – Legal at (202) 551-
3462.  If you need further assistance, you may contact me at (202) 551-3226.
       S i n c e r e l y ,
        C r a i g  W i l s o n
Senior Assistant Chief Accountant