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Via EDGAR and Facsimile

Mr. Thomas Flinn

Staff Accountant

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    SonicWALL, Inc.

    Form-8-K, filed May 25, 2005

    File No. 0-27723

Dear Mr. Flinn:

     On behalf of SonicWALL, Inc. (“We” or the “Company”), please find our responses to the
comments contained in your letter of June 1, 2005 regarding our Form 8-K filed on May 25, 2005.
For your convenience, we have included your comment in bold type above our responses to such
comments.

Form 8-K filed on May 25, 2005

    1.

    Revise to provide the information required by Item 304(a)(1)(iv)(C) of Regulations
S-K in regards to the disagreement and the material weaknesses.

In response to the Staff’s comment, we have amended the Form 8-K filed on May 25, 2005 to include
the information required by Item 304(a)(1)(iv)(C) of Regulations S-K in regards to the disagreement
and the material weaknesses. The amended Form 8-K was filed on June 9, 2005.

    2.

    Please provide us with a schedule of your quarter end adjustments for the material
weaknesses identified in your Form 8-K for the revised quarters ended March 31, June 30
and September 30. Also, provide a similar schedule for any 2004 fourth quarter audit
adjustments. Clearly explain the reason for each adjustment. For each adjustment, show us
the impact on pre-tax net loss. Quantify the net effect of all adjustments on pre-tax net
loss. Also, tell us why none of the adjustments relate to prior periods. Explain in detail
why you believe the timing of each adjustment is appropriate.

In response to the Staff’s comment, we have listed below our quarter-end adjustments for the
material weaknesses identified in our Form 8-K for the restated quarters ended March 31, June 30
and September 30, 2004. Also, we are providing a similar schedule for audit adjustments for the
fiscal quarter ended December 31, 2004. In addition, as requested, we have included the pre tax net
loss increase/decrease for each adjustment together with an explanation of why the timing of the
adjustment is appropriate.

The net impact of all the quarterly adjustments resulted in an increase to pre-tax net loss of
$245,000 for the fiscal year ended December 31, 2004. Except as indicated below, these adjustments
could effect prior periods. Management has performed an analysis for prior periods and determined
that the resulting unadjusted differences are less than 0.5% of loss before income taxes for each
of the fiscal years ended December 31, 2002 and 2003 and had no impact on earnings per share in
either fiscal year. In its analysis, Management also considered qualitative factors such as the
magnitude of the adjustment, whether the error arises from an item capable of precise measurement,
whether the error hides a failure to meet analysts consensus expectations and whether the error
changes a loss into income. Management has concluded, based upon the immateriality of the
unadjusted differences as well as the qualitative factors, that no adjustments to prior periods
are necessary.

Quarter ended March 31, 2004 (in thousands)

    Pre-tax

    net loss

    increase/

    DEBIT

    CREDIT

    (decrease)

    A

    Cost of Revenue: Product

    $
    19

    Cost of Revenue: License and service

    10

    Operating expenses: R&D

    (10
    )

    Operating expenses: S&M

    143

    Operating expenses: G&A

    42

    Accrued payroll

    $
    204

    $
    204

Adjustment A. The company did not properly accrue its obligations for bonuses and
commissions based on information known by management prior to the filing of Form 10-Q for the
period ended March 31, 2004. Under the terms of the respective plans, bonuses are paid annually
after the end of the current fiscal year and commissions are paid quarterly. The adjustment related
to the bonuses does not relate to any prior periods since the bonus plan was introduced in 2004 and
no bonus plan existed prior to that year.

Quarter ended June 30, 2004 (in thousands)

    Pre-tax

    net loss

    increase/

    DEBIT

    CREDIT

    (decrease)

    A

    Revenue: Product

    $
    402

    Revenue: License and service

    16

    Deferred Revenue

    $
    418

    $
    418

    Inventories

    111

    Cost of Revenue: Product

    111

    (111
    )

    307

    B

    Revenue: Product

    434

    Deferred Revenue

    434

    434

    Inventories`

    131

    Cost of Revenue: Product

    131

    (131
    )

    C

    Cost of Revenue: Product

    15

    Cost of Revenue: License and service

    8

    Operating expenses: R&D

    70

    Operating expenses: S&M

    45

    Operating expenses: G&A

    (35
    )

    Accrued payroll

    103

    103

    $
    713

Adjustment A. This adjustment was made to reverse revenue for a transaction under which a
purchase order was received and product shipped prior to the end of the quarter ended June 30,
2004. The purchase order issued by the customer did not include a right to return product to the
Company. However, the Company was in the process of negotiating a master distribution agreement
with this customer. These negotiations were not concluded until after the fiscal quarter ended on
June 30, 2004. As a consequence of these continuing negotiations, it was determined that the
Company did not have evidence of a final agreement and therefore revenue and related cost
pertaining to the original purchase order were deferred. This adjustment was for a specific
transaction related to a new distributor and does not relate to any prior periods.

Adjustment B. This adjustment to the revenue reserve for channel inventory was recorded to
account for estimated returns of product shipped into the channel in the quarter. During the second
quarter of fiscal 2004, the Company restructured its distribution model in the Company’s EMEA
region to recruit large distributors that have the infrastructure to sell a broader range of
products in expanded territories. These larger distributors placed initial stocking orders,
leading to an overall increase in the value of channel inventory in the EMEA region during the
second quarter of fiscal 2004. As a result of this increase in the value of channel inventory in
the EMEA region, the Company increased the revenue reserve for channel inventory for estimated
returns.

This adjustment related to a unique set of events and circumstances limited to our EMEA sales
region in the second quarter of fiscal 2004.

Adjustment C. The Company did not properly accrue its obligations for bonuses and commissions
based on information known by management prior to the filing of the form 10-Q for the period ended
June 30, 2004. The adjustment related to the bonuses does not relate to any prior periods since the
bonus plan was introduced in 2004 and no bonus plan existed prior to that date.

Quarter ended September 30, 2004 (in thousands)

    Pre-tax

    net loss

    increase/

    DEBIT

    CREDIT

    (decrease)

    A

    Revenue: Product

    $
    1,223

    $
    1,223

    Revenue: License and service

    54

    54

    Cost of Revenue

    $
    512

    (512
    )

    Inventories

    512

    Deferred Revenue

    252

    Accounts Receivable

    1,529

    765

    B

    Revenue: Product

    411

    Deferred Revenue

    411

    411

    C

    Prepaid expenses

    586

    Operating Expenses: G&A

    586

    (586
    )

    D

    Revenue: Product

    112

    Deferred Revenue

    112

    112

    E

    Cost of Revenue: Product

    (13
    )

    Cost of Revenue: License and service

    (7
    )

    Operating expenses: R&D

    177

    Operating expenses: S&M

    298

    Accrued payroll

    590

    Operating expenses: G&A

    135

    (590
    )

    $
    112

Adjustment A. This adjustment was required as the result of a logistical oversight by one of
our primary freight carriers when a material shipment of products loaded on the carriers’ trailer,
was not picked up by the carrier in a timely manner on the last day of the calendar quarter. As a
result, product, license and services revenue associated with this shipment was reversed. This
matter is specific to the period ended September 30, 2004 and does not relate to any prior periods.

Adjustment B. This adjustment was recorded to reverse a sales transaction that did not meet the
criteria that persuasive evidence of an arrangement existed to waive rights of return otherwise
applicable under a master distribution agreement. Purchases made under the master distribution
agreement were accomplished via individual purchase orders. As part of this particular
transaction, the parties had reached a business understanding that the Company would sell certain
end of life products provided the distributor would waive

its right of return. However, the purchase order received by the Company on the last day of the
fiscal quarter did not reflect that understanding. As a consequence, it was determined that the
purchase order had not been appropriately modified. This matter is transaction specific and
unique to this quarter.

Adjustment C. This adjustment was related to the accounting for the extension of the operating
lease for the Company’s headquarters building. The lease term extension was negotiated five months
prior to the original expiration of the then current lease term. The adjustment was made to
properly amortize the extension of the operating lease on a straight-line basis over the sum of
the sixty month extension term and the five month period remaining on the original lease term.
This matter is transaction specific and unique to this quarter.

Adjustment D. This adjustment was recorded to increase the deferral of revenue relating to
subscription services revenue. For such transactions, our accounting system recognizes
subscription services revenue on a ratable basis by month over the contract period beginning in the
month immediately following the month of billing. Given the increase in channel inventory
levels,it was necessary to evaluate the appropriateness of the timing of the systematic
amortization of this deferred subscription services revenue to ensure that amortization did not
occur until sell-through. Based upon Management’s analysis, $305,000 was deferred at September
30, 2004. As part of their quarterly review , our auditors noted a mechanical error in our
methodology and proposed an adjustment that increased deferred subscription services revenue by
$112,000.

Adjustment E. The Company did not properly accrue its obligations for bonuses and commissions
based on information known by management prior to the filing of the form 10-Q for the period ended
September 30, 2004. The adjustment related to bonuses does not relate to prior periods since the
bonus plan was introduced in 2004 and no bonus plan existed prior to that year.

Quarter ended December 31, 2004 (in thousands)

    Pre-tax

    net loss

    increase/

    DEBIT

    CREDIT

    (decrease)

    A

    Other accrued liabilities

    $
    1,729

    Common Stock

    $
    1,729

    —

    B

    Cost of Revenue: Product

    90

    Cost of Revenue: License and service

    46

    Operating expenses: R&D

    228

    Operating expenses: S&M

    446

    Accrued payroll

    784

    Operating expenses: G&A

    (26
    )

    (784
    )

    $
    (784
    )

Adjustment A. This adjustment was recorded to reverse the recording of the repurchase of
common stock that was traded, but not settled, as of December 31, 2004. The stock
repurchase program was authorized by the Company’s Board of Directors in November 2004. As a
result, this adjustment is specific to the fourth quarter of 2004 and does not relate to any prior
periods.

Adjustment B. The Company did not properly accrue its obligations for bonuses and commissions
based on information known by management prior to the filing of the form 10-K for the year ended
December 31, 2004. The adjustment related to bonuses does not relate to any prior periods since
the bonus plan was introduced in 2004 and no bonus plan existed prior to that year.

    3.

    Provide us with any letter or written communication to and from the former
accountants regarding any disagreements or reportable events to management or the Audit
Committee.

     In response to the Staff’s comment, the written communications from the former accountants
regarding any disagreements or reportable events to management or the Audit Committee were included
in their required communications to the Audit Committee on November 9, 2004, March 7, 2005 and May
18, 2005. Copies of these communications will be submitted under separate cover. There has not
been any written communication to the former accountants regarding any disagreements or reportable
events to management or the Audit Committee.

    4.

    When you engage a new accountant, please report the engagement in a new Form 8-K and
comply with the requirements of Regulation S-K Item 304 (a)(2). In making any disclosures
about consultations with your new accountants, please ensure you disclose any
consultations up through the date of engagement.

     In response to the Staff’s comment, we respectfully submit that we are planning to report the
engagement of our new accountant in a new Form 8-K and comply with the requirements of Regulation
S-K Item 304 (a)(2). In making any disclosures about consultations with our new accountants, we are
planning to disclose any consultations up through the date of engagement, if any.

In connection with our responses to your comments, we are aware 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.

If you have any questions or additional comments after reviewing our responses to your inquiries,
please contact me directly.

Sincerely,

/s/ Robert Selvi

Robert Selvi

Chief Financial Officer