SecProbe.io

September 19, 2011
 Via E-mail

Mr. Steven Gomo Chief Financial Officer NetApp, Inc. 495 East Java Drive Sunnyvale, California 94089
Re: NetApp, Inc.
 Form 10-K for the Fiscal Year Ended April 29, 2011
Filed June 23, 2011 File No. 000-27130

Dear Mr. Gomo:
 We have reviewed your filing and have the fo llowing comment.  Please note that we have
limited our review to only your financial statements and related disclosures.  In our comment, we
may ask you to provide us with informati on so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.

Form 10-K for the Fiscal Year Ended April 29, 2011

 Consolidated Financial Statements

 Notes To Consolidated Financial Statements

 19. Selected Quarterly Financia l Data (Unaudited), page 118

 1. We note your disclosure that in the four th quarter of fiscal 2011 you identified
classification errors in previously issued in terim condensed consolidated balance sheets
as of October 29, 2010 and January 28, 2011, re lated to your 1.75% convertible senior
notes due June 2013, and management determined that the errors were not material to the
previously issued interim condensed conso lidated financial stat ements. Tell us what
factors you considered in concluding that thes e errors were not mate rial to your interim
condensed consolidated financial statements. In this regard, your response should address

 Mr. Steven Gomo NetApp, Inc. September 19, 2011 Page 2

 all the factors outlined in SEC Staff Acc ounting Bulletin No. 99.  That is, ensure you
address the quantitative and qualitative impact of these errors on your  current liabilities,
loan covenants or other contractual requireme nts, liquidity position, market reaction and
investors decisions at the tim e of these filings. Further, tell us how you considered the
impact and causes of these errors on your asse ssment of the effectiveness of the design
and operation of your disclosure  controls and procedures a nd the effectiveness of your
internal control ove r financial reporting.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comment, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Laura Veat or, Staff Accountant, at (202) 551-3716 if you have
questions regarding comments on the financial statem ents and related matters.   Please contact me
at (202) 551-3730 with any other questions.
Sincerely,
   /s/ Stephen Krikorian
Stephen Krikorian Accounting Branch Chief