SecProbe.io

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<TYPE>LETTER
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<FILENAME>filename1.txt
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Room 4561
						December 13, 2005

Vincent C. Smith
Chief Executive Officer
Quest Software, Inc.
8001 Irvine Center Drive
Irvine, CA 92618

Re:	Quest Software, Inc.
      Form 10-K for Fiscal Year Ended December 31, 2004
	Filed March 16, 2005
	File No. 0-26937

Dear Mr. Smith:

      We have reviewed your response letter dated November 22,
2005
and have following comment.  Where indicated, we think you should
revise your document in response to this comment.  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 comment, we may 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 Fiscal Year Ended December 31, 2004

Disclosure Controls and Procedures, page 38
1. We note your response to our previous comment no. 1 where you
indicate that the income tax provision errors were made "only in
the
calculations supporting the year-end tax provision computations
included in our preliminary statement of operations for the three-
month period ended December 31, 2004."  Please provide a list of
the
audit adjustments made to the Company`s year-end tax calculations.
Explain, in detail, the errors made in your calculations and tell
us
how the Company determined that similar errors were not made in
the
interim period financial statements.

	As appropriate, please amend your filing and respond to this
comment 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 response to our comment 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 response to our comment.

      You may contact Kari Jin, Staff Accountant, at (202) 551-
3481
or me at (202) 551-3730 if you have questions regarding this
comment.

Sincerely,

      Kathleen Collins
      Accounting Branch Chief
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Mr. Vincent C. Smith
Quest Software, Inc.
December 13, 2005
Page 1

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