SecProbe.io

Mail Stop 4561        September 24, 2009  Daniel J. Warmenhoven Chief Executive Officer, Chairman of the Board
NetApp, Inc. 495 East Java Drive Sunnyvale, CA 94089
Re: NetApp, Inc.
 Form 10-K for the Fiscal Year Ended April 24, 2009
Form 10-Q for the Quarterly Period Ended July 31, 2009
 File No. 000-27130

Dear Mr. Warmenhoven:

We have reviewed your response letter dated August 26, 2009 in connection with
the above-referenced filings and have the fo llowing comments.  If indicated, we think
you should revise your document(s) 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 deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.  Unless otherwise noted, where prior comments are referred to they
refer to our letter dated July 30, 2009.

Form 10-K for Fiscal Year Ended April 24, 2009

 Part III information incorporated by refere nce from the Definitive Proxy Statement filed
on August 20, 2009
 Compensation Discussion and Analysis, page 33

 Incentive Compensation Plan, page 36

 1. We note that the cash bonuses awarde d under your 2009 incentive compensation
plan are funded based on your company’s achievement of target operating profits.  We also note that you define “operating profit” in Appendix C to your definitive
proxy statement as income from operations  excluding any unusual items.  Please
tell us who decides, and what standard is used, in determining that an item is

Daniel J. Warmenhoven
NetApp, Inc.
September 24, 2009 Page 2
unusual and should be excluded from operating income when determining
operating profit for bonuses purposes.  Also, pl ease confirm that in future filings,
as applicable, you will provide a definition of “operating profit” in your incentive compensation plan discussion so that i nvestors can more clearly understand the
basis upon which cash bonuses are awarded.  Pl ease also tell us if you considered
disclosing your 2009 operating profit target.
 Certain Transactions with Related Parties, page 56

 2. We note the discussion in this section of your policy relating to travel by Mr.
Warmenhoven.  It does not appear that you have filed any documentation related
to this policy as an exhibit to your Form 10-K.  Pursuant to Item 601(b)(10)(iii) of Regulation S-K, you should file the policy as  an exhibit to your report.  If a
formal document related to the policy doe s not exist, you should file a written,
reasonably detailed description of the po licy that informs investors of the key
terms of the arrangement.
 Form 10-Q for the Quarterly Period Ended July 31, 2009

 Notes to Condensed Consolidated Financial Statements, page 6

Note 7. Convertible Notes and Credit Facilities, page 8

3. We note you adopted FSP APB No. 14- 1 on April 25, 2009.  Tell us what
consideration you gave to also includ ing all of the disclosures required by
paragraphs 32(c), 32(d) and 33( a) of this Staff Position.

* * * * * * *

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
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.

Daniel J. Warmenhoven
NetApp, Inc. September 24, 2009 Page 3
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 Matthew Crispino,
Staff Attorney, at (202) 551-3456, or Mark P.  Shuman, 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