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 April 23, 2026

Wissam Jabre
Chief Financial Officer
NetApp, Inc.
3060 Olsen Drive
San Jose, CA 95128

 Re: NetApp, Inc.
 Form 10-K for the Year Ended April 25, 2025
 File No. 000-27130
Dear Wissam Jabre:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 www.netapp.com
 408 822 6000 Tel
 3060 Olsen Drive San Jose, CA 95128 United States

   April 2, 2026 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Lisa Etheredge Robert Littlepage   Re: NetApp, Inc. Form 10-K for the Year Ended April 25, 2025 Form 10-Q for the Period Ended January 23, 2026 File No. 000-27130 Ladies and Gentlemen: On behalf of NetApp, Inc. (“ NetApp ”, “ we ”, or the “ Company ”), I am responding to the comments received from the Staff (the “ Staff ”) of the Securities and Exchange Commission by letter dated March 9, 2026 (the “ Comment Letter ”), with respect to NetApp’s Form 10-K for the fiscal year ended April 25, 2025 (the “ Form 10-K ”) and Form 10-Q for the period ended January 23, 2026 (the “ Form 10-Q ”). For convenience of reference, each Staff comment contained in the Comment Letter is reprinted below in italics, numbered to correspond with the paragraph number assigned in the Comment Letter and is followed by the corresponding response of the Company. The Company respectfully acknowledges the Staff’s Comments. Form 10-K for the Year Ended April 25, 2025 Risk Factors, page 21   1 . You indicate that a reduction in U.S. government demand could materially harm your business, operating results, financial condition or cash flows. To provide greater context to investors about the significance of this customer to your business, please revise to quantify revenues from the U.S. government for the periods presented. As a related matter, please disclose the amount of revenue attributed to U.S. public sector markets for each period presented as part of your Management's Discussion and Analysis on page 40. We note that you provided this information in Exhibit 99.1 to your Form 8-Ks filed on May 29, 2025 and February 26, 2026.

 Revenues from the U.S. public sector markets represented 11% of net revenues in each of the fiscal years ended April 25, 2025 (“ FY25 ”), April 26, 2024, and April 28, 2023. The U.S. public sector includes revenue from both 1) the U.S. federal government and 2) U.S. state governments, local municipalities, and education institutions. In response to the Staff’s comment, beginning with the Company’s Form 10-K for the fiscal year ending April 24, 2026 (“ FY26 ”), the Company will revise its disclosure in the Risk Factors and Management's Discussion and Analysis to quantify revenues attributed to U.S. public sector markets for each period presented.   Audited Financial Statements 15. Segment, Geographic and Significant Customer Information, page 83   2. It appears that your Hybrid Cloud segment offers several subcategories of products including all-flash arrays and hybrid flash products. We note the similarities in your storage infrastructure products as outlined in your March 10, 2023 correspondence to us. However, since that time, it appears that differences between your product offerings in the Hybrid Cloud segment have become more meaningful. For example, in your May 29, 2025 earnings call, management noted that all-flash products comprised approximately two-thirds of segment revenue and highlighted the importance of this product to customers seeking AI-ready infrastructure. In August 2025, management announced that you had taken the lead position in all-flash storage market share. Further, in your February 26, 2026 earnings call, management noted “unlike our all-flash-only competitors, we have a broad portfolio that includes hybrid flash arrays giving us the opportunity to better service price-sensitive workloads”. Considering that on page 17 and in earnings calls, management cites product mix as a factor impacting gross margins and ultimately, earnings per share, please disclose revenues from external customers for each of your product lines with the Hybrid Cloud segment. Please also quantify changes in product mix as part of MD&A and provide more substantial analysis to explain how changes in product mix impacted your segment revenue and cost of sales for each period presented. Please supplementally show us what your revised disclosures will look like. Refer to ASC 280-10-50-40 and Item 303(b) of Regulation S-K.   We reaffirm that all the statements previously made in our March 10, 2023 correspondence (“ 2023 correspondence ”) remain substantially unchanged. As such, we continue to believe that the products, including our All-Flash FAS series (“ AFF ”) products and Fabric Attached Storage series (“ FAS ”) (hybrid) products, within our Hybrid Cloud segment are similar, in accordance with the guidance in ASC 280-10-50-40.
 2

 While in our May 29, 2025 earnings call we noted the importance of our all-flash products to customers seeking AI-ready infrastructure, these comments align with our 2023 correspondence, in which we stated our AFF products are well-suited for managing data workload types that require low latency performance – this includes AI data workloads. Additionally, the statement on our February 26, 2026 earnings call, that “ we have a broad portfolio that includes hybrid flash arrays giving us the opportunity to better service price-sensitive workloads” is consistent with our 2023 correspondence, in which we stated that we have both AFF and FAS (hybrid) storage products, with FAS products being well suited for customers seeking to balance performance and cost. As such, we do not believe these recent statements indicate any meaningful change to the similarities or differences between our products as addressed in our 2023 correspondence.   The reason we discuss our all-flash offerings, and address total all-flash revenue (i.e. the sum of all-flash products and services revenue) growth, or cite it as a percent of Hybrid Cloud segment revenues, in our earnings calls and materials (such as in our May 29, 2025 earnings call, in which we stated “In the fourth quarter, all-flash made up approximately two-thirds of Hybrid Cloud segment revenue…”), is because we believe this information may be useful to investors in evaluating our all-flash revenues and prospects as compared to certain competitors that, unlike NetApp, only sell all-flash storage systems and related services.   In summary, we do not believe the differences between our Hybrid Cloud segment products have increased since our 2023 correspondence. We believe these products remain similar, and accordingly, that our current disclosure reflects appropriate groupings of similar products and services in accordance with ASC 280-10-50-40. However, considering the aforementioned potential usefulness of our total all-flash revenues to investors, going forward, we will include a supplemental disclosure disaggregating total Hybrid Cloud segment net revenues by major storage category, specifically by 1) All-flash and 2) Hybrid-flash & other, within the Segment, Geographic and Significant Customer Information footnote, beginning with the Company’s Form 10-K for FY26. Below is an illustration of the disclosure we plan to include:   Hybrid Cloud Segment Net Revenues by Storage Category are as follows (in millions):

 Year Ended

 April 24, 2026

 April 25, 2025

 April 26, 2024

 All-flash revenues

 $3,763

 $3,262

 Hybrid-flash and other revenues

 2,144

 2,395

 Hybrid Cloud segment net revenues

 $5,907

 $5,657

   Management’s Discussion and Analysis (MD&A) Considerations   In preparing our MD&A, in accordance with Item 303(b) of Regulation S-K, we describe the underlying reasons for material changes in financial statement line items, inclusive of segment revenues and cost of revenues, in quantitative and qualitative terms where such information is necessary to obtain an understanding of our results of operations. Further disaggregation is included when in our judgement such detail is considered necessary for a meaningful understanding of the business.
 3

 We primarily quantify and address fluctuations in Hybrid Cloud segment revenues and cost of revenues at the aggregate Product, Support and Professional & Other Services levels, which reflect the level we generally believe necessary for an understanding of our business and results of operations, supplemented with certain qualitative information.   The mix commentary referenced on page 17 of our FY25 10-K in Item 1A. Risk Factors was meant to address mix in general, including the mix between product and services revenues, that could impact total gross margin. The risk factor also notes that gross margin may fluctuate for a variety of other reasons. It was not intended to indicate that product mix in a given period is typically a material driver of changes in gross margin. Additionally, on our earnings calls during FY25 and through Q3 FY26, we generally did not refer to product mix. During the Question and Answer section of our Q3 FY26 earnings call, held on February 26, 2026, we clarified that several factors can contribute to mix, including geographies, customer type, customer, and product. Product mix changes did not result in material changes to cost of revenues or gross margin between comparable periods during FY25 or FY26 (through the period ended January 23, 2026), and therefore, our MD&A within our Form 10-K for FY25 and our Form 10-Qs within FY26 did not reference product mix.   Given that product mix movements did not materially influence cost of revenues, we believe quantifying product mix changes as it relates to cost of revenues is neither necessary to a financial statement user’s understanding of our business, nor to an understanding of our results of operations. Accordingly, we believe that our current MD&A presentation complies with the requirements of Item 303(b) of Regulation S-K. We will, however, continue to monitor Hybrid Cloud product mix each period to assess whether mix changes become more impactful to cost of revenues and thereby warrant additional disclosure in a future period.   While we believe the level at which revenues and cost of revenues has been quantified and addressed in the MD&A is appropriate in accordance with Item 303(b) of Regulation S-K, beginning with the Company’s Form 10-K for FY26 we will, similar to our footnotes, include the following supplemental revenue disclosure that disaggregates total Hybrid Cloud segment revenues by major storage category (i.e., by 1) All-flash and 2) Hybrid-flash & other), considering the potential usefulness to investors. Below is an illustration of the disclosure and example commentary we plan to include in the MD&A:   Hybrid Cloud Segment Net Revenues by Storage Category (in millions, except percentages):

 Year Ended

 April 24, 2026

 April 25, 2025

 April 26, 2024

 Hybrid Cloud segment net revenues

 $5,907

 $5,657

 All-flash revenues as a percentage of Hybrid Cloud segment net revenues

 64%

 58%

 Hybrid-flash and other revenues as a percentage of Hybrid Cloud segment net revenues

 36%

 42%

   The year-over-year increases in All-flash revenues (comprised of all-flash product and related services revenues) as a percentage of total Hybrid Cloud segment net revenues reflect growing customer demand for our all-flash storage solutions, aided by all-flash market expansion.
 4

 3. Please refer to ASC 280-10-50-30(b) and revise to provide a reconciliation of your total segment gross profit to consolidated income before income taxes and discontinued operations. In addition, please tell us if there are any significant expense categories (for example, components of cost of product revenues, cost of support revenues, cost of professional and other services revenues, or cost of public cloud revenues) that are regularly provided to the CODM and included in segment gross profit. If so, please refer to ASC 280-10-50-26A and tell us how you considered the need to separately disclose these amounts.   The CODM measures performance of each segment based on segment gross profit. There are no significant expense categories within cost of product revenues, cost of support revenues, cost of professional and other services revenues, or cost of public cloud revenues, that are regularly provided to the CODM. The CODM assesses performance and allocates resources based on segment gross profit, by comparing actual results to historical results and previously forecasted financial information. As the CODM is not regularly provided expense categories within gross profit, other than the cost of revenues lines previously stated above, we believe our current footnote disclosures satisfy the requirements under ASC 280-10-50-26A.   No financial statement line items below segment gross profit are allocated amongst our segments, as this information is not used by our CODM to evaluate segment results or performance and therefore is not regularly provided to our CODM. For the ease of the users of the financial statements, we will revise our segment footnote disclosures beginning with our Form 10-K for FY26 to include a reconciliation to consolidated income before income taxes. Below is an illustration of the updated disclosure (for FY25, as an example) we plan to include in future filings, which aligns with the disclosure requirements of ASC 280-10-50-30(b):

 Year Ended April 25, 2025

 Hybrid Cloud

 Public Cloud

 Total

 Product revenues
 $
 3,040

 $
 —

 $
 3,040

 Support revenues

 2,512

 —

 2,512

 Professional and other services revenues

 355

 —

 355

 Public cloud revenues
 —

 665

 665

      Net revenues

 5,907

 665

 6,572

 Cost of product revenues

 1,278

 —

 1,278

 Cost of support revenues

 197

 —

 197

 Cost of professional and other services revenues

 261

 —

 261

 Cost of public cloud revenues
 —

 165

 165

      Segment cost of revenues

 1,736

 165

 1,901

          Segment gross profit
 $
 4,171

 $
 500

 $
 4,671

             Unallocated cost of revenues 1

 (58
 )

 Operating expenses

 (3,276
 )

 Other income, net

 46

 Income before income taxes

 $
 1,383

 1 Unallocated cost of revenues are composed of $30 million of stock-based compensation expense and $28 million of amortization of intangible assets.

 5

 Form 10-Q for the Period Ended January 23, 2026 Management's Discussion and Analysis of Financial Condition and Results of Operations Discussion and Analysis of Result of Operations, page 27   4. In your February 26, 2026 earnings call, management discussed industry wide conditions such as inflationary pressures and a tight supply environment and indicated that they do not expect this to be a short-term issue. Please revise your MD&A to describe any known trends or uncertainties that had or are reasonably likely to have a material impact on operating results and disclose any actions planned or taken by management to address these challenges. For example, we note that you raised prices at the start of the fourth quarter. Refer to Items 303(b) and (c) of Regulation S-K.   In response to the Staff’s comment, beginning with the Company’s Form 10-K for the fiscal year ending April 24, 2026, the Company will revise its disclosure to include additional detail regarding any known trends and uncertainties, including inflationary pressures and the supply environment, as well as actions planned or taken by management to address these challenges. Additionally, we direct the Staff’s attention to the disclosure concerning gross margin fluctuations, including the impact of inflation, supply constraints and other macroeconomic factors on gross margins, included in Item 1A. Risk Factors of the Form 10-Q under the heading “Our gross margins may fluctuate.”   Additional MD&A Disclosure we plan to include:   Inflationary pressures and supply chain constraints have impacted our operations beginning in the second half of fiscal 2026. We have experienced increased costs for memory and other components, which have affected our gross margins. Additionally, the tight supply environment has posed challenges in meeting

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 March 9, 2026

Wissam Jabre
Chief Financial Officer
NetApp, Inc.
3060 Olsen Drive
San Jose, CA 95128

 Re: NetApp, Inc.
 Form 10-K for the Year Ended April 25, 2025
 Form 10-Q for the Period Ended January 23, 2026
 File No. 000-27130
Dear Wissam Jabre:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Year Ended April 25, 2025
Risk Factors, page 21

1. You indicate that a reduction in U.S. government demand could materially
harm your
 business, operating results, financial condition or cash flows. To
provide greater context
 to investors about the significance of this customer to your business,
please revise to
 quantify revenues from the U.S. government for the periods presented. As
a related
 matter, please disclose the amount of revenue attributed to U.S. public
sector markets for
 each period presented as part of your Management's Discussion and
Analysis on page 40.
 We note that you provided this information in Exhibit 99.1 to your Form
8-Ks filed on
 May 29, 2025 and February 26, 2026.
Audited Financial Statements
15. Segment, Geographic, and Significant Customer Information, page 83

2. It appears that your Hybrid Cloud segment offers several subcategories
of products
 including all-flash arrays and hybrid flash products. We note the
similarities in
 your storage infrastructure products as outlined in your March 10, 2023
correspondence
 March 9, 2026
Page 2

 to us. However, since that time, it appears that differences between
your product
 offerings in the Hybrid Cloud segment have become more meaningful. For
example, in
 your May 29, 2025 earnings call, management noted that all-flash
products comprised
 approximately two-thirds of segment revenue and highlighted the
importance of this
 product to customers seeking AI-ready infrastructure. In August 2025,
management
 announced that you had taken the lead position in all-flash storage
market share. Further,
 in your February 26, 2026 earnings call, management noted "unlike our
all-flash-only
 competitors, we have a broad portfolio that includes hybrid flash arrays
giving us the
 opportunity to better service price-sensitive workloads". Considering
that on page 17 and
 in earnings calls, management cites product mix as a factor impacting
gross margins and
 ultimately, earnings per share, please disclose revenues from external
customers for each
 of your product lines with the Hybrid Cloud segment. Please also
quantify changes in
 product mix as part of MD&A and provide more substantial analysis to
explain how
 changes in product mix impacted your segment revenue and cost of sales
for each period
 presented. Please supplementally show us what your revised disclosures
will look like.
 Refer to ASC 280-10-50-40 and Item 303(b) of Regulation S-K.
3. Please refer to ASC 280-10-50-30(b) and revise to provide a
reconciliation of your total
 segment gross profit to consolidated income before income taxes and
discontinued
 operations. In addition, please tell us if there are any significant
expense categories (for
 example, components of cost of product revenues, cost of support
revenues, cost of
 professional and other services revenues, or cost of public cloud
revenues) that are
 regularly provided to the CODM and included in segment gross profit. If
so, please refer
 to ASC 280-10-50-26A and tell us how you considered the need to
separately disclose
 these amounts.
Form 10-Q for the Period Ended January 23, 2026
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Discussion and Analysis of Result of Operations, page 27

4. In your February 26, 2026 earnings call, management discussed industry
wide conditions
 such as inflationary pressures and a tight supply environment and
indicated that they do
 not expect this to be a short-term issue. Please revise your MD&A to
describe any known
 trends or uncertainties that had or are reasonably likely to have a
material impact on
 operating results and disclose any actions planned or taken by
management to address
 these challenges. For example, we note that you raised prices at the
start of the fourth
 quarter. Refer to Items 303(b) and (c) of Regulation S-K.
 March 9, 2026
Page 3

 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

 Please contact Lisa Etheredge at 202-551-3424 or Robert Littlepage at
202-551-3361
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
April 10, 2023
Michael Berry
Executive Vice President and Chief Financial Officer
NetApp, Inc.
3060 Olsen Drive
San Jose, CA 95128
Re:NetApp, Inc.
Form 10-K for the Fiscal Year Ended April 29, 2022
File No. 000-27130
Dear Michael Berry:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

CORRESP

www.netapp.com

408 822 6000 Tel

 3060 Olsen Drive

 San Jose, CA 95128

United States

 March 10, 2023

Via EDGAR

 United States Securities and Exchange
Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Attn:
 Robert Littlepage, Accounting Branch Chief

Inessa Kessman, Senior Staff Accountant

Re:
 NetApp, Inc.

Form 10-K for the Fiscal Year Ended April 29, 2022

Filed June 16, 2022

Form 10-Q for the Quarterly Period Ended October 28, 2022

Filed December 1, 2022

File No. 000-27130

Ladies and Gentlemen:

 NetApp, Inc. (the
“Company”) submits this letter to you in response to your letter of February 24, 2023, which sets forth a comment of the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) regarding the above-referenced filings. For your convenience, we have recited the Staff’s comment in italicized, bold type and have followed the comment with our response in regular,
un-bold type.

 Form 10-Q for the quarterly period ended
October 28, 2022

 14. Segment, Geographic, and Significant Customer Information, page 22

1.
 We note your response to our prior comment one. However, we also note that your business section and
MD&A both have qualitative discussions as to the different subcategories of products. In addition, on page 30 you state “support revenues increased in the second quarter and first six months of fiscal 2023 compared to the corresponding
periods of the prior year, primarily due to growth in sales of all-flash systems (which carry a higher support dollar content than our other products).” Furthermore, you highlight all-flash array business growth of 2% in your Earnings Slides and Earnings Summary. Given your own disaggregation of revenue streams, please further clarify why you believe these product lines are similar. Your
analysis should be detailed and discuss what makes these product lines similar as well as what makes them different.

 Response

 The Company respectfully acknowledges the Staff’s comment. We included a qualitative discussion of our subcategories of products in the business
section and MD&A, as we believe this information helps investors and other readers obtain a general understanding of our products, including the types of workloads each product subcategory is best suited to address. These descriptions may also
be helpful to investors and other readers in allowing them to compare our products to those of competitors. Despite this qualitative discussion, we believe our subcategories of products to be similar in accordance with ASC 280-10-50-40, based on our analysis below.

As stated in the business section of our Annual Report on Form 10-K for the fiscal year ended April 29, 2022
(FY’22), the primary subcategories of our storage infrastructure products are (i) NetApp All-Flash FAS (AFF) series, which are all-flash array products
(“AFF”), (ii) NetApp Fabric Attached Storage (FAS) series, which are hybrid flash products (“FAS”), (iii) NetApp StorageGRID, which are object storage systems, (iv) NetApp E/EF series, (v) NetApp SolidFire and
(vi) NetApp FlexPod.

 Most of our all-flash array product revenues are derived from the sale of our AFF
products, while most of our hybrid flash product revenues are derived from the sale of FAS products. For FY’22 and the first nine months of the fiscal year ending April 28, 2023 (FY’23), over 85% of our total product revenues line
item was generated from the sale of AFF products and FAS products. Accordingly, though we consider all our products to be similar in accordance with ASC
280-10-50-40, for simplicity, we have focused our detailed analysis on our AFF and FAS products.

1)
 Nature of the products

Our AFF products and FAS products are similar in nature in the following ways:

•

 Both AFF products and FAS products are configured storage solutions, comprised of hardware and operating system
software, which are both fundamentally designed to fulfill customer data storage and data management needs. (International Data Corporation, a global publisher of market research and analysis, includes both all flash products and hybrid flash
products in the same market, i.e. the enterprise external storage systems market.)

•

 The storage system hardware for both AFF and FAS products is comprised of substantially the same types of
hardware components. Specifically, all our AFF products and FAS products are both comprised of a chassis, controllers, drive shelves, storage (i.e., comprising hard disk drives (“HDDs”), solid state drives (“SSDs”), or a
combination of HDDs and SSDs), switches and other hardware components.

•

 Both AFF products and FAS products leverage the same proprietary NetApp ONTAP data management operating system
software, which is essential to their functionality, to deliver customers the data management capabilities of the storage solution.

Our AFF products contain storage comprised of SSDs (also referred to as flash drives), while our FAS products contain storage comprised of both
SSDs and HDDs, or in certain cases only HDDs. SSDs have been, and currently are, more expensive than HDDs, and accordingly, we incur a higher cost to manufacture AFF products than FAS products, and we typically sell AFF products at higher prices
than FAS products. The inclusion of only SSDs in our AFF products makes them preferred for managing data workload types where low latency performance (i.e., ability to process data with minimal delay) is important. FAS products are designed to
provide a balance of performance and capacity, and their lower price make them preferred for managing workload types where low latency is not as important. Note, while both AFF products and FAS products use the exact same ONTAP operating system
software, AFF products leverage certain ONTAP software features and functionalities to a greater extent than FAS products, which supports their ability to address more demanding data management activities with higher levels of performance and
efficiency.

 Importantly, AFF products and FAS products are designed to be compatible, which is supported by their use of the same ONTAP
operating system software. Specifically, AFF and FAS products can be clustered together in different combinations to allow customers to run and manage mixed workloads on the same storage infrastructure.

Given that both AFF products and FAS products are storage solutions used for the same fundamental purpose (i.e. data storage and data
management), are comprised of substantially the same types of hardware components, leverage the same operating system software, and are designed to work together, we consider them to be similar in nature. We believe these key similarities outweigh
the differences related to latency performance and the extent to which certain ONTAP features and functionalities are leveraged.

2)
 Nature of the production processes for the products

We do not manufacture any of our storage products at NetApp-owned or operated facilities, but rather outsource manufacturing to a limited
number of third-party contract manufacturers. AFF products and FAS products are manufactured via the same manufacturing process (which consists of assembling the various hardware components of the storage infrastructure product and loading the ONTAP
software onto the product), by the same contract manufacturers (i.e. each contract manufacturer we use supports the production of both product subcategories).

As noted above, both AFF products and FAS products run on the same ONTAP operating system software, which was developed by, and continues to be
enhanced by, a single team of NetApp software engineers.

 Based on the factors above, we consider the nature of the production process for
our AFF products and FAS products to be the same.

3)
 The type and class of customers for the products

As noted above, AFF products are designed for more demanding workloads, while FAS products are generally appropriate for less-demanding ones.
While this distinction may mean certain customer types have a greater percentage of workloads better suited to either AFF products or FAS products, the vast majority of our customers, across all industries and geographies, manage a variety of
different types of data and related workloads in running their businesses. Accordingly, both AFF products and FAS products, rather than just one or the other, are viable storage solutions for most of our customers, as evidenced by our sales trends.

 During FY’22 and the first nine months of FY’23, the majority of individual customers who purchased our AFF or FAS storage
infrastructure products purchased both AFF products and FAS products (as opposed to just one subcategory), including almost all of our largest customers.

 Page 2

 In addition, while there is variation in the relative product subcategory sales split across
customers in different industries (e.g., sales to customers in certain industries are more heavily weighted to AFF, while sales to customers in other industries are more evenly split between AFF and FAS), during FY’22 and the first nine months
of FY’23, we have made sales of both AFF products and FAS products (as opposed to only one subcategory) to customers in each major industry, including: Reseller and Integrator, Education, Energy, Entertainment and Media, Financial Services,
Healthcare, Technology, Internet, Life Sciences, Manufacturing, Professional Services, Retail and Wholesale, Telecommunications, Transportation and Logistics, and Government.

Based on the factors above, we consider the customer bases for our AFF products and FAS products to be similar.

4)
 The methods used to distribute the products

The methods used to distribute both AFF products and FAS products are the same. Hardware systems for both product lines are generally shipped
directly to the end customer from our third-party contract manufacturers. The ONTAP operating system software used by both AFF products and FAS products is included on the hardware systems shipped.

Both AFF products and FAS products are sold both 1) directly to end customers and 2) indirectly through channel partners, including
distributors, value-added resellers, and system integrators. NetApp also maintains a global salesforce, that reports under one sales leader, that is responsible for selling both AFF products and FAS products.

Based on the factors above, we consider the methods used to distribute our AFF and FAS products to be the same.

5)
 Nature of the regulatory environment

The nature of the regulatory environment is the same for both our AFF products and FAS products. For instance, the various laws and regulations
that govern the manufacturing, sourcing, distribution and use of our products as referenced in the “Risk Factors” section of our Annual Report on Form 10-K apply to both AFF products and FAS
products, and similarly both subcategories of products are subject to various environmental laws and local regulations relating to carbon emissions, the use and discharge of hazardous materials, the use of certain minerals originating from
identified conflict zones, and other requirements.

 Conclusion regarding similarity of products

Based on all the factors above, we consider our AFF products and FAS products to be similar. We also consider our other more minor products to be similar to
our AFF and FAS products, on the basis that most of the characteristics described above also apply to such products. We therefore believe that the single product revenues line item in our existing reportable segments disclosure reflects the
appropriate grouping of our products in accordance with ASC 280-10-50-40.

Support

 We sell support contracts for our
products, and consider all support contracts to be similar, regardless of the subcategory of product to which they relate. Consistent with product revenues, for FY’22 and the first nine months of FY’23, over 85% of our total support
revenues line item was derived from support contracts related to AFF products and FAS products. Therefore, for simplicity, we have focused our detailed analysis below on support contracts pertaining AFF products and to FAS products.

Support contracts for AFF products and FAS products provide customers with remote technical support for the product, replacement parts delivery services, and
certain other support-related services. Customers have the option to buy several different levels of support contracts, with higher level contracts generally providing faster technical support response times and faster parts replacement than more
basic contracts.

 Any level of support contract may be purchased by a customer for any of our AFF products or FAS products. For a particular-level support
contract, the nature of the contractual support services are the same regardless of whether the contract pertains to an AFF product or FAS product. Additionally, the support services are delivered in the same manner (e.g., via technical support
phone calls, physical shipment of replacement parts), and by the same NetApp personnel, regardless of the subcategory of product. Further, since support contract sales are driven by the sales of the respective products to which they relate,
consistent with our analysis in the Products section above, the support contracts for both AFF products and FAS products have similar customer bases. They are also both sold by the same global salesforce. As noted above, we generally sell our AFF
products at a higher price than our FAS products, and accordingly the support dollars associated with AFF products are typically higher, given we price support based on product list price.

 Page 3

 Conclusion regarding similarity of support

Based on all the factors above, we consider our support contracts related to AFF products and to FAS products to be similar. The similarities outlined above
are also substantially consistent for support contracts related to our other more minor products. We therefore believe that the single support revenue line item in our existing reportable segment disclosure reflects an appropriate grouping of
support services in accordance with ASC 280-10-50-40.

Other Considerations

 We considered your comment
about our disclosure of all flash array business annual run rate in our Earnings Slides and Earnings Summary. As defined in those materials, the all-flash net revenue run rate we reference is meant to be a
forward-looking indicator of revenue and is computed as our all-flash array product revenues (mostly derived from AFF products) plus associated services (primarily support) revenues in a particular quarter
multiplied by four. We introduced this run rate measure several years ago as we believed it may assist investors with evaluating our AFF revenue prospects as compared to certain competitors that, unlike NetApp, only sell all-flash storage systems. While we believe this measure and growth rate may aid investors in this specific instance, we continue to consider our AFF products to be similar to our FAS and other products (and
consider all our support contracts to be similar) in accordance with ASC 280-10-50-40, based on our analysis above.

* * * * *

 We hope that
you will find the foregoing responsive to the Staff’s comments. If you have any further questions or comments, please direct those to me at (408) 822-4599 or mike.berry@netapp.com. Thank you for your
assistance.

 Sincerely,

 /s/ Michael Berry

 Michael Berry

 Executive Vice President and Chief Financial Officer, NetApp, Inc.

cc:
 Elizabeth O’Callahan, Executive Vice President, Chief Legal Officer, NetApp, Inc.

Amy Meese, Vice President, Corporate Legal, NetApp, Inc.

Bobby Parks, Vice President and Chief Accounting Officer, NetApp, Inc.

Brian Baer, Deloitte & Touche LLP

 Page 4

United States securities and exchange commission logo
February 24, 2023
Michael Berry
Executive Vice President and Chief Financial Officer
NetApp, Inc.
3060 Olsen Drive
San Jose, CA 95128
Re:NetApp, Inc.
Form 10-K for the Fiscal Year Ended April 29, 2022
Form 10-Q for the Quarterly Period Ended October 28, 2022
Dear Michael Berry:
            We have reviewed your February 2, 2023 response to our comment letter and have the
following comment.  Our comment may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
January 23, 2023 letter.
Form 10-Q for the Quarterly Period Ended October 28, 2022
14. Segment, Geographic, and Significant Customer Information, page 22
1.We note your response to our prior comment one.  However, we also note that your
business section and MD&A both have qualitative discussions as to the different
subcategories of products.  In addition, on page 30 you state "support revenues increased
in the second quarter and first six months of fiscal 2023 compared to the corresponding
periods of the prior year, primarily due to growth in sales of all-flash systems (which carry
a higher support dollar content than our other products)."  Furthermore, you highlight all-
flash array business growth of 2% in your Earnings Slides and Earnings Summary.  Given
your own disaggregation of revenue streams, please further clarify why you believe these
product lines are similar.  Your analysis should be detailed and discuss what makes these
product lines similar as well as what makes them different.

 FirstName LastNameMichael Berry
 Comapany NameNetApp, Inc.
 February 24, 2023 Page 2
 FirstName LastName
Michael Berry
NetApp, Inc.
February 24, 2023
Page 2
            You may contact Inessa Kessman, Senior Staff Accountant at 202-551-3371 or Robert
Littlepage, Accounting Branch Chief at 202-551-3361 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

CORRESP

www.netapp.com

408 822 6000 Tel

3060 Olsen Drive

San Jose, CA 95128

United States

 February 2, 2023

Via EDGAR

 United States Securities and Exchange
Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Attn:
 Robert Littlepage, Accounting Branch Chief

Inessa Kessman, Senior Staff Accountant

Re:
 NetApp, Inc.

Form 10-K for the Fiscal Year Ended April 29, 2022

Filed June 16, 2022

Form 10-Q for the Quarterly Period Ended October 28, 2022

Filed December 1, 2022

File No. 000-27130

Ladies and Gentlemen:

 NetApp, Inc. (the
“Company”) submits this letter to you in response to your letter of January 23, 2023, which sets forth a comment of the Staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) regarding the above-referenced filings. For your convenience, we have recited the Staff’s comment in italicized, bold type and have followed the comment with our response in regular,
un-bold type.

 Form 10-Q for the quarterly period ended
October 28, 2022

 14. Segment, Geographic, and Significant Customer Information, page 22

1.
 Please disclose revenues from external customers for each product and service or each group of similar
products and services in accordance with ASC 280-10-50-40. We note disclosure on page 28 and 30 which refers to various product
categories including portfolios that include all-flash, hybrid-flash, and object storage systems.

Response

 The Company respectfully acknowledges the
Staff’s comment and advises the Staff of the following. In connection with the preparation of our segment financial statement disclosures, we considered ASC-280-10-50-40, which requires disclosure of “revenues from external customers of each product and service or each group of similar products and services
unless it is impracticable to do so.” As the guidance does not provide a definition of “similar,” we have relied on an analysis of the facts and circumstances in each of our segments to determine whether the respective products and
services revenues in those segments should be combined. In connection with this analysis, we concluded that the revenue line items in our existing reportable segments disclosure reflect appropriate groupings for the purposes of ASC 280-10-50-40. In reaching this conclusion, we analyzed the criteria outlined in ASC 280-10-50-11, and determined that, for the product revenues grouped and services revenues grouped in each segment, the nature of the products or services, the nature of
their production processes, the type and class of customers for each, and the methods used to distribute the products and provide the services were similar and therefore should be grouped. For example, all Hybrid Cloud segment products, including all-flash, hybrid-flash and object storage, are storage systems that are regularly sold to customers across the same industries, and are subject to similar manufacturing and research and development processes, sales
efforts, and distribution methods. Based on our analysis, we concluded that our segment disclosures provide investors meaningful information about groups of similar products and services in accordance with ASC 280-10-50-40.

 * * * * *

 We hope that you will find the foregoing responsive to the Staff’s comments. If
you have any further questions or comments, please direct those to me at (408) 822-4599 or mike.berry@netapp.com. Thank you for your assistance.

 Sincerely,

/s/ Michael Berry

 Michael
Berry

 Executive Vice President and Chief Financial Officer, NetApp, Inc.

cc:
 Elizabeth O’Callahan, Executive Vice President, Chief Legal Officer, NetApp, Inc.

Amy Meese, Vice President, Corporate Legal, NetApp, Inc.

Bobby Parks, Vice President and Chief Accounting Officer, NetApp, Inc.

Brian Baer, Deloitte & Touche LLP

 Page
2

United States securities and exchange commission logo
January 23, 2023
Michael Berry
Executive Vice President and Chief Financial Officer
NetApp, Inc.
3060 Olsen Drive
San Jose, CA 95128
Re:NetApp, Inc.
Form 10-K for the Fiscal Year Ended April 29, 2022
Form 10-Q for the Quarterly Period Ended October 28, 2022
Dear Michael Berry:
            We have reviewed your filings and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Form 10-Q for the quarterly period ended October 28, 2022
14. Segment, Geographic, and Significant Customer Information, page 22
1.Please disclose revenues from external customers for each product and service or each
group of similar products and services in accordance with ASC 280-10-50-40.  We note
disclosure on page 28 and 30 which refers to various product categories including
portfolios that include all-flash, hybrid-flash, and object storage systems.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Inessa Kessman, Senior Staff Accountant at 202-551-3371 or Robert
Littlepage, Accounting Branch Chief at 202-551-3361 if you have any questions.
Sincerely,

 FirstName LastNameMichael Berry
 Comapany NameNetApp, Inc.
 January 23, 2023 Page 2
 FirstName LastName
Michael Berry
NetApp, Inc.
January 23, 2023
Page 2
Division of Corporation Finance
Office of Technology

June 7, 2012

Via E-mail
Thomas Georgens  Chief Executive Officer and President 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. 0-27130   Response Letters Dated April 23, 2012 and May 30, 2012
Dear Mr. Georgens:
 We refer you to our comment letters  dated December 15, 2011 and May 11, 2012,
regarding business contacts with Cuba, Iran, Suda n, and Syria.  We have  completed our review
of this subject matter.  We remind you that our co mments or changes to disc losure in response to
our comments do not foreclose the Commission from taking any action with respect to the
company or the filing and the co mpany may not assert staff co mments as a defense in any
proceeding initiated by the Commission or any pe rson under the federal s ecurities laws of the
United States.  We urge all persons who are re sponsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable rules require.

        S i n c e r e l y ,           /s/ Cecilia Blye          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk  cc:  Barbara Jacobs   Assistant Director  Division of Cor poration Finance

CORRESP
1
filename1.htm

Correspondence

 FOIA CONFIDENTIAL TREATMENT

REQUESTED BY NETAPP, INC.: NTAP-2012.2

 May 30, 2012

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED
PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER WITH A PLACEHOLDER
IDENTIFIED BY THE MARK “[***]”.

 Via EDGAR and Overnight Delivery

 Ms. Cecilia Blye

Chief, Office of Global Security Risk

 Division
of Corporate Finance

 Securities and Exchange Commission

 Washington, DC 20549

Re:

NetApp, Inc.

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

Filed June 23, 2011

File No. 0-27130

Response Letter Dated April 23, 2012

 Dear Ms. Blye:

 NetApp, Inc. (“NetApp” or the “Company”) respectfully submits this correspondence in response to the Securities and Exchange Commission’s (“SEC” or
“Commission”) comment letter, dated May 11, 2012, concerning the Company’s Form 10-K for the fiscal year ended April 29, 2011 (the “Comment Letter”).

Confidential Treatment Request

 Because of the commercially sensitive nature of the information contained herein, this submission is accompanied by a request for confidential treatment for selected portions of the letter pursuant to the
Commission’s Rule 83 (17 C.F.R. § 200.83). We have filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request. Omitted information has been replaced in
this letter with a placeholder identified by the mark “[***]”.

Securities and Exchange Commission

FOIA CONFIDENTIAL TREATMENT

May 30, 2012

REQUESTED BY NETAPP, INC.: NTAP-2012.2

Page 2

 Company Comment Response

To facilitate your review of the Company’s responses, your comments are reproduced below in italicized, bold type, followed, in turn,
by our response. Please do not hesitate to contact us regarding questions or clarifications to the responses outlined below.

1.
You state in response to comment 1 in our letter dated December 15, 2011 that so far you have found no evidence that you or any of your subsidiaries directly
exported products to Syria. Please tell us whether you, including any of your subsidiaries, have indirectly exported products to Syria. Provide us with information about any transactions to which you were a party if, as a direct or indirect result
of such transactions, your products were delivered into Syria. For example, tell us whether, to your knowledge, understanding or belief, products you sold to a third party vendor have been delivered into Syria and, if so, when you sold the products
to the third party vendor. Tell us whether, to your knowledge, understanding or belief, the products were resold to one or more additional vendors before the products were delivered into Syria, and whether you were involved in any such vendor resale
transactions. Tell us whether you had any knowledge of, or reason to know, the final destination or end-users of the products. Tell us also whether any contract to which you were a party underlying the vendor resale transaction(s) prohibited resale
or provision of the products into U.S.-designated state sponsors of terrorism.

 As noted in the
Company’s Response Letter dated April 23, 2012, NetApp has retained outside counsel to conduct a review of the matters referenced in NetApp’s response to the Commission’s prior Comment 1. [***].

[***].

 [***].

 Additional details concerning the type of equipment involved can be found in the Company’s response to Comment 2, below.
The Company condemns any illegal diversion of its products to Syria and is committed to complying with U.S. export controls laws.

2.
You state in response to comment 3 in our letter dated December 15, 2011 that certain of your products are controlled items included in the Commerce Control
List. If it appears to you that any of your products have been delivered into Syria, please tell us whether those products or their components are controlled items included in the Commerce Control List and, if so, describe any potential military
uses of those products or components.

 2

Securities and Exchange Commission

FOIA CONFIDENTIAL TREATMENT

May 30, 2012

REQUESTED BY NETAPP, INC.: NTAP-2012.2

Page 3

 [***]. The hardware products [***] are classified under the Commerce Control List under
ECCN 5A002.a.1, the proprietary software under ECCN 5D002.c.1, and spare parts under EAR99, 5A991.b, and 5D992.b. These products are not specifically designed or intended for military use. As with many technology products, however, NetApp products
may be used by militaries to store, manage, or retain data.

3.
You state in response to comment 5 in our letter dated December 15, 2011 that you have notified OFAC and BIS regarding media reports that your products may
have been shipped to Syria. In your response to comment 6 you include the text of your related risk factor. Please represent to us that in future filings in which you include the related risk factor you will disclose material developments in any
current or future OFAC and/or BIS proceedings regarding this and any associated matters.

 In its future
filings with the Commission in which NetApp includes the relevant risk factor, NetApp will disclose material developments regarding actions or proceedings involving the Office of Foreign Assets Controls, the Bureau of Industry and Security, and any
associated matters.

Sincerely,

 /s/ Matthew Fawcett

Matthew Fawcett

 Senior Vice President,

 General
Counsel and Secretary,

NetApp, Inc.

cc:

Barbara Jacobs, Assistant Director, Division of Corporation Finance

Nicholas Noviello, Executive Vice President Finance and

        Chief Financial Officer, NetApp, Inc.

Deanna Butler, Senior Director – Legal, NetApp, Inc.

Steve Bochner, Wilson Sonsini Goodrich & Rosati, P.C.

 3

CORRESP
1
filename1.htm

Correspondence

 May 25, 2012

 Via EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-3628

Attn:
Cecilia Blye, Chief, Office of Global Security Risk

 Pradip Bhaumik, Special Counsel, Office of Global Security Risk

 Barbara Jacobs, Assistant Director, Division of Corporation Finance

Re:
 NetApp, Inc.

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

 Filed June 23, 2011

 File No. 0-27130

 Ladies and
Gentlemen:

 Reference is made to the comment letter, dated May 11, 2012, received from the Securities and Exchange Commission
(the “Commission”) by NetApp, Inc. (the “Company”) regarding the Commission’s review of the above-referenced filing. In its letter, the Commission requests a written response from the Company by May 25, 2012.
The Company respectfully requests an extension of the response deadline to May 30, 2012. If you have any questions or wish to discuss this request, please call me at (650) 565-3591. Thank you for your assistance.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

By:

 /s/ Nathaniel P. Gallon

Nathaniel P. Gallon

cc:
Deanna Butler, Senior Director Legal, NetApp, Inc.

Steven E. Bochner, Wilson Sonsini Goodrich & Rosati, P.C.

May 11, 2012

Via E-mail
Thomas Georgens  Chief Executive Officer and President 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. 0-27130   Response Letter Dated April 23, 2012
Dear Mr. Georgens:

We have reviewed your response letter  and have the following comments.
  Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

General

1. You state in response to comme nt 1 in our letter dated D ecember 15, 2011 that so far you
have found no evidence that you or any of your s ubsidiaries directly exported products to
Syria.  Please tell us wh ether you, including any of your s ubsidiaries, have indirectly
exported products to Syria.  Provide us with  information about any transactions to which
you were a party if, as a direct  or indirect result of such transactions, your products were
delivered into Syria.  For example, tell us  whether, to your know ledge, understanding or
belief, products you sold to a th ird party vendor have been deli vered into Syria and, if so,
when you sold the products to the third pa rty vendor.  Tell us whether, to your
knowledge, understanding or belief , the products were resold to one or more additional
vendors before the products were delivered in to Syria, and whether you were involved in
any such vendor resale transactions.  Te ll us whether you had any knowledge of, or
reason to know, the final destination or end-us ers of the products.  Tell us also whether
any contract to which you were a party unde rlying the vendor resale transaction(s)
prohibited resale or provision of the produc ts into U.S.-designated state sponsors of
terrorism.

Thomas Georgens NetApp, Inc.
May 11, 2012
Page 2

2.  You state in response to comment 3 in our letter dated December 15, 2011 that certain of
your products are controlled items  included in the Commerce C ontrol List.  If it appears
to you that any of your products have been de livered into Syria, pl ease tell us whether
those products or their com ponents are controlled items included in the Commerce
Control List and, if so, desc ribe any potential military uses of those products or
components.
3. You state in response to comment 5 in our  letter dated December  15, 2011 that you have
notified OFAC and BIS regarding media re ports that your products may have been
shipped to Syria.  In your response to comment  6 you include the text of your related risk
factor.   Please represent to us that in futu re filings in which you include the related risk
factor you will disclose material developments in any current or future OFAC and/or BIS
proceedings regarding this and any associated matters.

Please contact Pradip Bhaumik, Special Couns el, at (202) 551-3333 or  me at (202) 551-
3470 if you have any questions abou t the comments or our review.
         S i n c e r e l y ,           /s/ Cecilia Blye          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk  cc:  Barbara Jacobs   Assistant Director  Division of Cor poration Finance

CORRESP
1
filename1.htm

Response to the Securities and Exchange Commision

 FOIA CONFIDENTIAL TREATMENT

REQUESTED BY NETAPP, INC.: NTAP-2012.1

 April 23, 2012

 CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATEMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN
REPLACED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

 Via EDGAR and Overnight Delivery

 Ms. Cecilia Blye

Chief, Office of Global Security Risk

 Division
of Corporate Finance

 Securities and Exchange Commission

 Washington, DC 20549

Re:
NetApp, Inc.

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

 Filed June 23, 2011

File No. 0-27130

 Dear
Ms. Blye:

 NetApp, Inc. (“NetApp” or the “Company”) respectfully submits this
correspondence in response to the Securities and Exchange Commission’s (“SEC” or “Commission”) comment letter, dated December 15, 2011, concerning the Company’s Form 10-K for the fiscal year ended
April 29, 2011 (the “Comment Letter”).

 Confidential Treatment Request

Because of the commercially sensitive nature of the information contained herein, this submission is accompanied by a request for
confidential treatment for selected portions of the letter pursuant to the Commission’s Rule 83 (17 C.F.R. § 200.83). We have filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with
the confidential treatment request. Omitted information has been replaced in this letter with a placeholder identified by the mark “[***]”.

 Company Comment Response

 To facilitate your review of the Company’s
responses, your comments are reproduced below in italicized, bold type, followed, in turn, by our response. Please do not hesitate to contact us regarding questions or clarifications to the responses outlined below.

1.
 We are aware of recent news reports that hardware and software sold by your subsidiary are being used by the Syrian government to archive e-mails
as part of a nationwide Internet surveillance system being used to monitor people in Syria. In particular, we note reports that as early as March 11, 2010, your products appeared in

 Securities and Exchange Commission

 April 23, 2012

  Page
 2

 FOIA CONFIDENTIAL TREATMENT

 REQUESTED BY NETAPP, INC.: NTAP-2012.1

blueprints for the surveillance system being implemented in Syria, and that certain employees of your subsidiary discussed via e-mail how to configure your equipment after it was delivered to
Syria. As you know, Syria is designated as a state sponsor of terrorism by the State Department, and is subject to U.S. economic sanctions and export controls.

Please describe to us the nature, duration, and extent of your past, current, and anticipated contacts with Syria, whether through
subsidiaries, distributors, resellers, vendors, or other direct or indirect arrangements. Your response should describe any products, equipment, components, technology, software, information, support, and services, including but not limited to
software updates or hardware repairs, that you have provided or intend to provide into Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the government of Syria or entities controlled by
the Syrian government. Please address specifically the aforementioned reports of Syrian government use of your products in surveillance activities.

 As a global company in the data storage industry with over 12,000 employees in 150 offices worldwide, NetApp is committed to compliance with the U.S. export controls laws and regulations and maintains an
extensive export controls compliance program as described more fully in our response to Comment 4 below. NetApp takes any allegation of a potential violation of export controls laws seriously and maintains a policy of promptly addressing such
issues.

 NetApp does not maintain operations in Syria, and it is a clear violation of the Company’s policy to provide any
products, equipment, components, technology, software, information, support or services, including updates and repairs, to Syria without a license, directly or indirectly, or to have agreements, or commercial arrangements with the government of
Syria or entities controlled by the Syrian government. [***].

 The Company is aware of the news reports referenced by the
Commission. Following the publication of media reports in November 2011 asserting that NetApp’s products, along with products from other U.S. technology companies, may have been shipped to Syria through a third party, the Company immediately
engaged outside counsel to conduct a review of the matter, notified the Department of Commerce, Bureau of Industry and Security (“BIS”) of the internal review and conveyed the Company’s intention to cooperate with the U.S. government.
The Company also contacted the Treasury Department’s Office of Foreign Assets Control (“OFAC”), alerting OFAC to the media reports concerning Syria. The Company disclosed the internal review and media reports in its Form 10-Q for the
fiscal quarters ended October 28, 2011 and January 27, 2012, which were filed with the Commission in December 2011 and March 2012, respectively.

 2

 Securities and Exchange Commission

 April 23, 2012

  Page
 3

 FOIA CONFIDENTIAL TREATMENT

 REQUESTED BY NETAPP, INC.: NTAP-2012.1

 The internal review is ongoing. At this juncture, the review has found no evidence that
NetApp, Inc. or any of its subsidiaries directly exported products to the Syrian government or any other individual or entity in Syria. [***].

2.
You disclose on page 54 and 113 that you derive revenues from Latin America, the Middle East, and Africa, regions that can be understood to include Cuba, Iran,
and Sudan. Cuba, Iran and Sudan are designated as state sponsors of terrorism by the State Department and are subject to U.S. economic sanctions and export controls. Please describe to us the nature, duration, and extent of your past, current, and
anticipated contacts with Cuba, Iran, and Sudan, if any, whether through subsidiaries, distributors, resellers, vendors, or other direct or indirect arrangements. Your response should describe any products, equipment, components, technology,
software, information, support, and services, including but not limited to software updates or hardware repairs, that you have provided or intend to provide into those countries, directly or indirectly, and any agreements, commercial arrangements,
or other contacts you have had with the governments of those countries or entities controlled by those governments.

 NetApp does not maintain operations in Cuba, Iran, or Sudan, and it is a clear violation of the Company’s policy to provide any products, equipment, components, technology, software, information,
support or services, including updates and repairs, to Cuba, Iran, or Sudan without a license, directly or indirectly, or to have agreements, or commercial arrangements with the governments of Cuba, Iran, or Sudan, or entities controlled by these
governments. [***]. To comply with its U.S. export controls obligations, NetApp has designed a compliance program – known as the Global Internal Compliance Program (“Global ICP”) – to detect risk factors and “red
flags,” address proposed or actual contacts with sanctioned countries and prevent any illegal business with such sanctioned countries. The compliance program informs and instructs employees on how to deal with such situations and outlines a
procedure for dedicated compliance personnel, the Global Trade Compliance Group (“GTC Group”), to investigate any issues.

3.
Please tell us whether, to the best of your knowledge, understanding, and belief, any products, equipment, components, software, or technology you have provided
or intend to provide, directly or indirectly, into Cuba, Iran, Sudan, and/or Syria are controlled items included in the Commerce Control List. If so, tell us whether any such item have military uses, and describe such possible uses of which you are
aware. Also, advise us whether, to the best of your knowledge, understanding, and belief, any such items have been put to military uses by Cuba, Iran, Sudan, and/or Syria, and discuss any such uses of which you are aware.

 3

 Securities and Exchange Commission

 April 23, 2012

  Page
 4

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 REQUESTED BY NETAPP, INC.: NTAP-2012.1

 [***] Certain of the Company’s products are controlled items included in the
Commerce Control List. The hardware products are classified under ECCN 5A002.a.1, the proprietary software under ECCN 5D002.c.1, and spare parts under EAR99, 5A991.b, and 5D992.b. [***].

4.
You stated in a letter to us dated March 12, 2010, and currently you state on your website, that you “actively employ comprehensive policies,
procedures, and systems to ensure compliance with U.S. export control and economic sanction laws and regulations.” Please describe for us your current policies, procedures, and systems to ensure compliance with U.S. economic sanction laws and
export control regulations, and tell us whether you have undertaken any additional measures or implemented enhanced controls in light of the reported use of your products by the Syrian government.

NetApp’s Global ICP is an extensive export controls compliance program and accompanying export controls infrastructure and is
available to NetApp employees on the Company’s intranet. The Global ICP includes policies, procedures, and systems for ensuring compliance with U.S. export controls laws and regulations. The Global ICP expresses the Company’s commitment to
global trade compliance and expressly states that it is the Company’s policy to comply with the U.S. export controls laws.

The Global ICP includes: a clear expression of the Company’s commitment to export controls compliance; a detailed policy available
to NetApp personnel; training of relevant personnel; automated systems to facilitate screening for potentially problematic end-users; processes for identifying “red flags” for possible diversion of NetApp products; dedicated global trade
compliance personnel; a general anonymous reporting hotline for employees to raise any concerns; an export controls-specific email address dedicated to employee questions and concerns; and an assessment function.

As part of the Global ICP, the Company maintains the GTC Group, headed by an export controls professional with over 30 years’
experience in the industry, supported by export controls specialists as well as by lawyers in the Company’s legal department. The GTC Group’s charter is to develop and maintain effective import/export compliance programs and procedures
that meet applicable trade laws. The GTC Group is responsible for educating and training NetApp personnel and reviewing the Company’s compliance with applicable export controls laws. The GTC Group also classifies NetApp’s products for
export. Finally, the GTC Group is empowered to conduct regular reviews of NetApp compliance with the Global ICP, make recommendations on how to improve compliance, and take corrective actions when necessary. NetApp views dedicated global trade
compliance personnel as an important piece of its compliance program.

 As part of its export controls compliance
infrastructure, NetApp has implemented a customer screening program that includes third-party automation software to screen all known parties to a transaction. The program requires NetApp employees to collect certain categories of information
concerning prospective NetApp customers and transactions and screens those

 4

 Securities and Exchange Commission

 April 23, 2012

  Page
 5

 FOIA CONFIDENTIAL TREATMENT

 REQUESTED BY NETAPP, INC.: NTAP-2012.1

customers for restricted parties, embargoed and restricted countries, and high-risk customer behavior or characteristics, also known as “red flags,” indicating possible concerns of
product diversion. The process also includes screens to determine the end-use of the products. If “red flags” or substantial risk factors are found, an additional level of diligence and scrutiny is executed in order to vet fully the
legality of the proposed transaction.

 Importantly, the Global ICP contains a specific process for NetApp employees seeking
internal consultation regarding the propriety of specific export transactions, including an escalation chain reporting system with the legal department and/or senior management.

To further enhance its Global ICP, NetApp [***], is strengthening U.S. trade law contractual terms in its customer agreements and is
implementing additional measures to reinforce NetApp employees’ awareness regarding the importance of compliance with U.S. export controls and economic sanctions laws, including how to identify and handle high risk transactions and the risks of
diversion.

5.
You state on your website that you have notified the U.S. government about a news report regarding use of your products by the Syrian government. Please tell us
which U.S. government agency or agencies you have notified about the matter, and tell us the current status of your dealings with the agency or agencies to which you refer.

Following the publication of media reports in November 2011 asserting that NetApp’s products may have been shipped to Syria through
a third party, the Company immediately engaged outside counsel to conduct a review of the matter, notified BIS of the internal review and conveyed the Company’s intention to cooperate with the U.S. government. In mid-December 2011, the Company
also contacted OFAC, alerting OFAC to the media reports concerning Syria, NetApp’s BIS notice, and its ongoing review of the matter. Since notifying BIS and OFAC, NetApp’s outside counsel has remained in contact with BIS concerning the
review.

6.
 Please discuss for us the materiality of the contacts with Cuba, Iran, Sudan, and/or Syria you describe in response to the foregoing comments,
and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the
last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value. As you know, various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do
business with U.S.-designated state sponsors of terrorism. Your materiality analysis should address the potential impact of the investor

 5

 Securities and Exchange Commission

 April 23, 2012

  Page
 6

 FOIA CONFIDENTIAL TREATMENT

 REQUESTED BY NETAPP, INC.: NTAP-2012.1

sentiment evidenced by such actions directed toward companies that have contacts with Cuba, Iran, Sudan, or Syria. In this regard, you should discuss specifically the above-referenced news
reports about Syrian government use of your products in surveillance activities.

 As noted above, the
Company does not have operations in Cuba, Iran, Syria or Sudan and maintains a strict policy of prohibiting unlicensed business with these sanctioned countries.

 In quantitative terms, [***].

 With respect to qualitative factors that a
reasonable investor would deem important, [***]. NetApp is committed to compliance with the U.S. export controls and economic sanctions laws, evidenced by its compliance program and dedicated global compliance personnel, and maintains a strict
policy against doing unlicensed business with Syria and other sanctioned countries. At this juncture, the internal review has found no evidence that NetApp, Inc. or any of its subsidiaries di

CORRESP
1
filename1.htm

SEC Letter

 March 21, 2012

 Via EDGAR & Overnight Delivery

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Attn:

 Cecilia Blye, Chief, Office of Global Security Risk

 Pradip Bhaumik, Special Counsel, Office of Global Security Risk

 Barbara Jacobs, Assistant
Director, Office of Corporation Finance

Re:

 NetApp, Inc.

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

 Filed June 23, 2011

 File No. 0-27130

 Ladies and Gentlemen:

 As a follow up to my colleague Steve Bochner’s discussion with Mr. Bhaumik on March 20, 2012 regarding the timing of NetApp, Inc.’s (the “Company”) response to your
letter dated December 15, 2011 regarding the above-referenced filing, we are advised by the Company that the Company is in the final stages of its review of the matters addressed in the Staff’s comment letter and will respond as promptly
as practicable but in no event later than April 23, 2012. If you have any questions or wish to discuss this request further, please call me at (650) 565-3591. Thank you for your assistance.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

 /s/ Nathaniel P. Gallon

Nathaniel P. Gallon

cc:

Deanna Butler, Senior Director Legal, NetApp, Inc.

Steven E. Bochner, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

Correspondence

 February 14, 2012

 Via EDGAR & Overnight Delivery

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Attn:

 Cecilia Blye, Chief, Office of Global Security Risk

 Pradip Bhaumik, Special Counsel, Office of Global Security Risk

 Barbara Jacobs, Assistant
Director, Office of Corporation Finance

 Re:

 NetApp, Inc.

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

 Filed June 23, 2011

 File No. 0-27130

 Ladies and Gentlemen:

 As a follow up to my discussion with Mr. Bhaumik on February 7, 2012 regarding the timing of NetApp, Inc.’s (the “Company”) response to your letter dated December 15,
2011 regarding the above-referenced filing, we request an additional extension of time to respond to the Staff’s comment letter to March 21, 2012. We are advised by the Company that the work to ensure a complete and accurate response is
still ongoing, and that the Company is proceeding with that effort as expeditiously as is prudent. If you have any questions or wish to discuss this request further, please call me at (650) 354-4110. Thank you for your assistance.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Steven E. Bochner

cc:
Deanna Butler, Senior Director Legal, NetApp, Inc.

CORRESP
1
filename1.htm

Correspondence

 December 22, 2011

 Via EDGAR & Overnight Delivery

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Attn:
Cecilia Blye, Chief, Office of Global Security Risk

Pradip Bhaumik, Special Counsel, Office of Global Security Risk

Barbara Jacobs, Assistant Director, Office of Corporation Finance

Re:
NetApp, Inc.

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

Filed June 23, 2011

File No. 0-27130

 Ladies and
Gentlemen:

 As a follow up to my discussion with Mr. Bhaumik on December 21, 2011 regarding the timing of NetApp,
Inc.’s (the “Company”) response to your letter dated December 15, 2011 about the above-referenced filing, I write to confirm our understanding that the Company will either provide its response to the Staff’s comment
letter in writing during the first week of February 2012, or contact you at that time with a request for additional time to submit its response if necessary. If you have any questions, please call me at (650) 354-4110. Thank you for your
assistance and happy holidays.

Sincerely,

 /s/ Steve Bochner

Steve Bochner

Wilson Sonsini Goodrich & Rosati, P.C.

cc:
Deanna Butler, Senior Director Legal, NetApp, Inc.

December 15, 2011

Via E-mail
Thomas Georgens  Chief Executive Officer and President 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. 0-27130
Dear Mr. Georgens:

We have limited our review of your filing to your  contacts with countries that have been
identified as state sponsors of terrorism, and we  have the following comments.  Our review with
respect to this issue does not prec lude further review by the Assist ant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better understand your disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.
General

1. We are aware of recent news reports that hardware and software sold by your subsidiary
are being used by the Syrian government to archive e-mails as part of a nationwide
Internet surveillance system being used to mon itor people in Syria.  In particular, we note
reports that as early as March 11, 2010, your products appeared in blueprints for the
surveillance system being implemented in Sy ria, and that certain employees of your
subsidiary discussed via e-mail how to confi gure your equipment after it was delivered to
Syria.  As you know, Syria is designated as  a state sponsor of terrorism by the State
Department, and is subject to U.S. ec onomic sanctions and export controls.
 Please describe to us the nature, duration, and extent of your past, current, and anticipated
contacts with Syria, whether through subsidiari es, distributors, resell ers, vendors, or other
direct or indirect arrangement s.  Your response should describe any products, equipment,

Thomas Georgens NetApp, Inc. December 15, 2011 Page 2
 components, technology, software, informati on, support, and services, including but not
limited to software updates or hardware repa irs, that you have provided or intend to
provide into Syria, directly or indirectly, and any agreements, commercial arrangements,
or other contacts you have had with the governme nt of Syria or entiti es controlled by the
Syrian government.  Please address specifica lly the aforementioned reports of Syrian
government use of your products in surveillanc e activities.

2. You disclose on page 54 and 113 that you de rive revenues from Latin America, the
Middle East, and Africa, regions  that can be understood to in clude Cuba, Iran, and Sudan.
Cuba, Iran and Sudan are designated as st ate sponsors of terrorism by the State
Department and are subject to U.S. econom ic sanctions and export controls.  Please
describe to us the nature, duration, and exte nt of your past, curr ent, and anticipated
contacts with Cuba, Iran, and Sudan, if a ny, whether through subsid iaries, distributors,
resellers, vendors, or other direct or i ndirect arrangements.  Your response should
describe any products, equipment, com ponents, technology, software, information,
support, and services, including but not limited to software updates or hardware repairs,
that you have provided or intend to provide into those countri es, directly or  indirectly,
and any agreements, commercial arrangements,  or other contacts you have had with the
governments of those countri es or entities controlled  by those governments.

3. Please tell us whether, to the best of  your knowledge, understanding, and belief, any
products, equipment, components, software, or technology you have provided or intend
to provide, directly or indire ctly, into Cuba, Iran, Sudan, and/ or Syria are controlled items
included in the Commerce Control List.  If so, tell us whether any such item have military
uses, and describe such possibl e uses of which you are aware.  Also, advise us whether,
to the best of your knowledge, understanding, and belief, any such items have been put to
military uses by Cuba, Iran, Sudan, and/or Syri a, and discuss any such uses of which you
are aware.
4. You stated in a letter to  us dated March 12, 2010, a nd currently you state on your
website, that you “actively employ comprehensiv e policies, procedures, and systems to
ensure compliance with U.S. export control a nd economic sanction laws and regulations.”
Please describe for us your current polic ies, procedures, and systems to ensure
compliance with U.S. economic sanction laws and export control regul ations, and tell us
whether you have undertaken any additional measures or implemented enhanced controls in light of the reported use of your products by the Syrian government.

5. You state on your website that you have no tified the U.S. government about a news
report regarding use of your products by the Syrian government.  Please tell us which
U.S. government agency or agencies you have notified about the matter, and tell us the
current status of your dealings with the agency or agencies to which you refer.

6.
Please discuss for us the materiality of the c ontacts with Cuba, Iran, Sudan, and/or Syria
you describe in response to the foregoi ng comments, and whether those contacts

Thomas Georgens NetApp, Inc. December 15, 2011 Page 3
 constitute a material investment risk for your security holders.  You should address
materiality in quantitative terms, incl uding the approximate dollar amounts of any
associated revenues, assets, and liabilities for the last three fiscal years and the
subsequent interim period.  Also, address mate riality in terms of qua litative factors that a
reasonable investor would deem important in  making an investment decision, including
the potential impact of corpor ate activities upon a company’s reputation and share value.
As you know, various state and municipal govern ments, universities, and other investors
have proposed or adopted divestment or si milar initiatives rega rding investment in
companies that do business with U.S.-desi gnated state sponsors of  terrorism.  Your
materiality analysis should address the pot ential impact of the investor sentiment
evidenced by such actions directed toward co mpanies that have cont acts with Cuba, Iran,
Sudan, or Syria.  In this regard, you shoul d discuss specifically the above-referenced
news reports about Syrian government use of  your products in surv eillance act ivities.

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 rela ting to the company’s disclosure , they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provi de 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.
 Please contact Pradip Bhaumik, Special Couns el, at (202) 551-3333 or  me at (202) 551-
3470 if you have any questions abou t the comments or our review.
         S i n c e r e l y ,           /s/ Cecilia Blye          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk  cc:  Barbara Jacobs   Assistant Director  Division of Cor poration Finance

November 1, 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 completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Stephen Krikorian

Stephen Krikorian Accounting Branch Chief

CORRESP
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filename1.htm

Correspondence Letter

 September 30, 2011

 Via EDGAR & Overnight Delivery

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Attn:
Stephen Krikorian, Accounting Branch Chief

Laura Veator, Staff Accountant

Re:
NetApp, Inc.

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

Filed June 23, 2011

File No. 0-27130

 Ladies and
Gentlemen:

 NetApp, Inc. (the “Company”) submits this letter to you in response to your letter of
September 19, 2011, which sets forth comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the above-referenced filing. For your convenience, we have recited
the Staff’s comments in italicized, bold type and have followed the comments with our response in regular, un-bold type.

1.
We note your disclosure that in the fourth quarter of fiscal 2011, you identified classification errors in previously issued interim condensed consolidated
balance sheets as of October 29, 2010 and January 28, 2011, related 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 consolidated
financial statements. Tell us what factors you considered in concluding that these errors were not material to your interim condensed consolidated financial statements. In this regard, your response should address all the factors outlined in the SEC
Staff Accounting 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 requirements, liquidity position, market reaction and
investors’ decisions at the time of these filings. Further, tell us how you considered the impact and causes of these errors on your assessment of the effectiveness of the design and operation of your disclosure controls and procedures and the
effectiveness of your internal control over financial reporting.

 Summary

 In the fourth quarter of fiscal 2011, the Company identified classification errors in previously issued interim condensed consolidated balance sheets as of October 29, 2010 and January 28, 2011,
related to its 1.75% convertible senior notes due June 2013 (the “Notes”), which had met the conversion threshold allowing holders to convert the Notes in accordance with their terms. The Notes were previously reported as a
long-term liability of $1,125.4 million and $1,137.7 million as of October 29, 2010 and January 28, 2011, and should have been reflected as a current liability. In addition, $139.6 million and $127.3 million as of October 29, 2010 and
January 28, 2011, respectively, was recorded within additional paid-in-capital and should have been presented as temporary equity.

 The Company performed a materiality assessment to determine the impact of these balance sheet classification errors on its previously issued interim condensed consolidated financial statements for the
fiscal periods ended October 29, 2010 and January 28, 2011. To perform this analysis, the Company considered both quantitative and qualitative factors as set forth in SEC Staff Accounting Bulletin No. 99 (“SAB 99”). Based on
this evaluation, a summary of which is set forth below, the Company concluded that the errors were not material to its interim condensed consolidated financial statements. The Company further concluded that the balance sheet classification errors
did not affect the Company’s Chief Executive Officer’s or Chief Financial Officer’s assessment of the Company’s disclosure controls and procedures or its internal control over financial reporting, as discussed further below.

 Materiality Assessment

 The Company considered the following quantitative and qualitative factors in assessing the materiality of the condensed consolidated balance sheet classification errors in accordance with Staff Accounting
Bulletin No. 99:

1.
Impact on Financial Statements: The Company assessed the quantitative impact of the errors on various balance sheet components, including total current
liabilities, total liabilities and total stockholders’ equity. Total current liabilities was understated by $1,125.4 million and $1,137.7 million, respectively, as of October 29, 2010 and January 28, 2011. However, total liabilities
for both of the quarterly dates impacted were not misstated. As disclosed in note 19 of the notes to the Company’s consolidated financial statements for the year ended April 29, 2011 included in the Company’s Form 10-K, the impact of
the errors regarding the liability-classified component of the Notes, related solely to a classification between current and long-term liabilities. Further, the impact of the errors related to the equity-classified component of the Notes was not
material to total equity for the quarterly periods. The errors did not impact any of the balance sheet metrics that are used to evaluate the Company’s financial position, as discussed further below, nor was there any impact on the
Company’s statements of operations or cash flows.

 In addition, the users of the condensed consolidated
financial statements were made aware of the current triggering of the conversion right in Part I.- Financial Information, Item 1. Notes to Condensed Consolidated Financial Statements (unaudited), in the respective Form 10-Q filings for periods
ended October 29, 2010 and January 29, 2011. For example, the footnote disclosure provided in Form 10-Q for the period ended October 29, 2010 was as follows:

 2

 9. Financing Arrangements

1.75% Convertible Senior Notes Due 2013

On June 10, 2008, we issued $1,265.0 million aggregate principal amount of 1.75% Convertible Senior Notes due 2013
(the Notes). The Notes are unsecured, unsubordinated obligations of the Company. Interest is payable in cash semi-annually at a rate of 1.75% per annum. The Notes will mature on June 1, 2013 unless repurchased or converted in accordance
with their terms prior to such date. The Notes may be converted, under the conditions specified in the indenture governing the Notes, based on an initial conversion rate of approximately 31.40 shares of common stock per $1,000 principal amount of
Notes (which represents an initial effective conversion price of the Notes of approximately $31.85 per share), subject to adjustment as described in the indenture governing the Notes. For at least 20 trading days during the 30 consecutive trading
days ended September 30, 2010, our common stock price exceeded the conversion threshold price of $41.41 per share set forth for these Notes. Accordingly, the notes are convertible at the holder’s option through December 31, 2010. Upon
conversion of any Notes, we will deliver cash up to the principal amount of the Notes and, with respect to any excess conversion value greater than the principal amount of the Notes, shares of our common stock.

Similar transparent disclosure regarding the current triggering of the conversion rights was included in Part I—Financial
Information, Item 3. Quantitative and Qualitative Disclosures About Market Risk and Part II—Other Information and Item 1A. Risk Factors in the respective Form 10-Q filings for periods ended October 29, 2010 and January 29,
2011.

 In addition, as required by the indenture governing the Notes, the Company posted a “Notice of Ability to
Convert” on its website on October 1, 2010, January 4, 2011 and March 31, 2011.

 In summary, while the
current classification was not reflected in the condensed consolidated balance sheets, the Company publicly disclosed the current conversion rights of the Notes through multiple disclosures.

2.
Loan Covenants: The Company is a party to certain operating lease agreements that require the Company to maintain a specified maximum ratio of total debt to
earnings before interest, depreciation and amortization and a specified minimum amount of unencumbered cash and short-term investments. The classification errors did not factor into calculating these metrics and therefore did not impact the
Company’s compliance with those covenants. The Company does not have any other loan covenants or contractual requirements that would be impacted by the classification errors.

3.
 Liquidity Position: If all holders of the Notes had elected to convert the Notes, the Company had sufficient available cash, cash equivalents
and short-term investments for the relevant periods to

 3

satisfy all of its current liabilities (as adjusted for conversion of the Notes). As of October 29, 2010 and January 28, 2011, the Company had $2.5 billion and $2.7 billion in cash,
cash equivalents and short-term investments, respectively, in the U.S., all of which could have been accessed without restrictions in the unlikely event that all holders elected to convert their Notes. The Company had an additional $1.9 billion and
$2.1 billion in cash, cash equivalents and short-term investments respectively, outside of the U.S. as of those same dates, a sufficient amount of which could have been accessed to satisfy any current liabilities not satisfied by the Company’s
U.S. cash, cash equivalents and short-term investments.

 Liquidity metrics that were impacted by the
classification errors, such as working capital, are not used by management or industry analysts to evaluate the Company’s results. The Company’s management does not use working capital for purposes of monitoring or evaluating the business,
allocating resources or determining management compensation, nor does the Company disclose such metrics in its periodic and annual reports or its earnings releases. Nevertheless, the Company’s working capital remained positive and was over $2
billion at both October 29, 2010 and January 28, 2011, after consideration of the classification errors. Therefore, the errors did not mask a change in any metrics or other trends that management or industry analysts use to evaluate the
Company.

4.
Industry Analysts’ and Investor Reactions: As previously discussed, the Company timely and broadly disclosed the triggering of the convertibility feature of
the Notes during the relevant fiscal periods. The Company reviewed analyst reports published by its main Wall Street analysts about the Company’s performance during the periods ended October 29, 2010 and January 28, 2011, and was
unable to find any analyst discussions expressing concern about the Company’s liquidity or reacting adversely to the triggering of the conversion feature. As affirmation of this belief, during earnings calls for the applicable fiscal periods
and the Company’s June 30, 2011 Analyst Day, which occurred seven days after the filing of our Form 10-K, analysts did not ask questions or express concerns about the triggering of the conversion rights to the Notes, the Company’s
liquidity or the balance sheet classification errors. In addition, no concerns were raised by investors subsequent to the filing of our Form 10-K regarding the balance sheet classification errors. As a result, the Company believes that analysts and
investors did not consider the balance sheet classification errors as material.

5.
Other Considerations: In performing its materiality assessment in accordance with SAB 99, management also determined the following:

•

 The misstatement arose from items capable of precise measurement (i.e., they could be calculated from the carrying amounts and principal amounts of the
Notes, which are known)

•

 The errors did not concern any segment or portion of the Company’s operations

•

 The errors did not conceal any unlawful transactions or self-dealing by senior management

•

 The errors did not impact management compensation

 4

•

 The errors did not hide a failure to meet analysts’ expectations

•

 The errors did not affect the Company’s compliance with SEC, NASDAQ or other regulatory requirements.

In addition, because the errors were confined to the balance sheets, as discussed above, they did not:

•

 Result in a change from a loss to income or vice versa

•

 Mask changes in earnings or other trends used to measure the Company’s performance

We believe the quantitative and qualitative aspects, when considered together, support a conclusion that the errors do not represent a
material misstatement of our previously issued financial statements.

 Assessment of Internal Control over Financial Reporting and
Disclosure Controls and Procedures

 Our internal controls over financial reporting timely identified and disclosed the
triggering of the conversion rights in the footnotes and Risk Factors to the interim financial statements filed in Forms 10-Q as discussed above. However, our internal controls did not timely determine the appropriate balance sheet classifications
of the Notes in the same fiscal periods in which the conversion feature of the Notes was triggered. As a result, the Company determined that the failure to properly classify the Notes within the balance sheets constituted a control deficiency.
Management evaluated the potential magnitude of the errors, noting that the entire amount of the Notes should have been reclassified as of October 29, 2010 and January 28, 2011. There is no incremental error that could have occurred in
relation to the Notes and the Company has no other debt with similar features. As a result, management assessed that the potential magnitude of this deficiency is equal to the actual magnitude.

Considering the Company’s materiality evaluation, and the assessment of the potential magnitude of the errors, as described above,
the Company concluded that the classification errors did not constitute a material weakness as they did not present a reasonable possibility that the Company would fail to prevent or detect on a timely basis a material misstatement of its annual or
interim financial statements. Nevertheless, the Company concluded that the errors specific to the timely balance sheet classification of the Notes were important enough to merit attention by those responsible for oversight of the Company’s
financial reporting and therefore classified the control deficiency as a significant deficiency. Management reported its analysis and conclusions to the audit committee prior to filing the Form 10-K for the fiscal year ended April 29, 2011.
Based on the foregoing, the Company concluded that the classification errors for the periods ended October 29, 2010 and January 28, 2011 did not affect the Company’s Chief Executive Officer’s and Chief Financial Officer’s
assessments of the effectiveness of the design and operation of the Company’s disclosure controls and procedures or the effectiveness of the Company’s internal control over financial reporting for those quarterly periods or for the fiscal
year ended April 29, 2011.

 * * * * *

 5

 The Company acknowledges 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.

 We hope that you will find the foregoing responsive to the Staff’s
comments. If you have any further questions or comments, please direct these to me at (408) 822-3203. In addition, we would like to request that you provide a facsimile of any additional comments that you may have to my attention at
(408) 822-4412. Thank you for your assistance.

Sincerely,

 /s/ Steven J. Gomo

Steven J. Gomo

 Executive Vice President, Finance and Chief

 Financial Officer, NetApp, Inc.

cc:
Matthew K. Fawcett, Senior Vice President, General Counsel, NetApp, Inc.

Steven E. Bochner, Wilson Sonsini Goodrich & Rosati, P.C.

Nathaniel P. Gallon, Wilson Sonsini G

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

March 18, 2010

Via U.S. Mail and Facsimile (408-822-4412)
 Daniel J. Warmenhoven Chief Executive Officer and Chairman of the Board NetApp, Inc. 495 East Java Drive
Sunnyvale, California 94089

 Re: NetApp, Inc.
Form 10-K for the Fiscal Year Ended April 29, 2009
Filed June 17, 2009
  File No. 0-27130   Response Letter Dated March 12, 2010
Dear Mr. Warmenhoven:

We refer you to our comment letter dated February 26, 2010 regarding business
contacts with Cuba, Iran, Sudan, and Syria.  We have completed our review of this subject matter and have no further comments at this time.          S i n c e r e l y ,             C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk  cc:  Barbara Jacobs   Assistant Director  Division of Corporation Finance

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March 12, 2010

Via EDGAR & Overnight Delivery

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

    Attn:

    Cecilia Blye, Chief, Office of Global Security Risk

Pradip Bhaumik, Special Counsel, Office of Global Security Risk

Barbara Jacobs, Assistant Director, Office of Corporation Finance

    Re:

    NetApp, Inc.

Form 10-K for the Fiscal Year Ended April 29, 2009

Filed June 17, 2009

File No. 0-27130

Ladies and Gentlemen:

     NetApp, Inc. (the “Company”) submits this letter to you in response to your letter of February
26, 2010, which letter sets forth comments of the Staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) regarding the above-referenced filing. This letter sets
forth our responses to the Staff’s comments. For your convenience, we have recited the Staff’s
comments in italicized, bold type and have followed each comment with our response.

General

    1.

    You state on page 95 that you earned revenues from Latin America, a reference generally
understood to encompass Cuba. We are also aware of various public media reports that
several of your resellers have operations in Iran, Sudan and/or Syria. Cuba, Iran, Sudan,
and Syria are countries that are identified by the State Department as state sponsors of
terrorism, and are subject to U.S. economic sanctions and export controls. We note that
your Form 10-K does not include disclosure regarding contacts with Cuba, Iran, Sudan, and
Syria. Please describe to us the nature and extent of your past, current, and anticipated
contacts with Cuba, Iran, Sudan, and Syria, if any, whether through subsidiaries,
distributors, resellers, or other direct or indirect arrangements. Your response should
describe any products, equipment, components, technology, software or services that you
have provided into Cuba, Iran, Sudan, and Syria, directly or indirectly, and any
agreements, commercial arrangements, or other contacts you have had with the governments of
those countries or entities controlled by those governments.

     We acknowledge the Staff’s comment and confirm that we have previously received inquiries from
time-to-time from residents of Cuba, Iran, Sudan and Syria (the “Sanctioned Countries”), both
through our website and at various seminars and trade shows, about our products, technologies, and
services. As a result of such inquiries, individuals or entities from the Sanctioned Countries received email
newsletters and marketing information from us and may have attended web-based informational
seminars about our

Securities and Exchange Commission

March 12, 2010

Page 2

products, technologies, and services. We, however, confirm that the Company has neither sold
nor shipped any products, components, equipment, or technology to, or performed services in the
Sanctioned Countries. In addition, we do not have any agreements or commercial arrangements with
the governments of the Sanctioned Countries or entities controlled by those governments and, to our
knowledge, we have not directly activated warranties or registered products in the Sanctioned
Countries.

Compliance Policies and Procedures

     The Company actively employs comprehensive policies, procedures, and systems for ensuring
compliance with U.S. export control and economic sanction laws and regulations. In addition, we
educate and train our employees about U.S. export control and economic sanction laws and
regulations and how such laws and regulations affect our business. Furthermore, we regularly update
and implement policies and procedures for conducting our business in compliance with U.S.
Government laws and regulations, where applicable.

     As a global company, we sell our products and services both directly (through our field sales
organization) and by way of third party OEM partners, integrators, and resellers, with a
substantial majority of our sales made through our OEM partners, integrators and resellers. We use a number of methods to
screen our sales. In the normal course of our business, we collect Point of Sale data (“POS”) from
our internal field sales organization, as well as our third party OEM partners, integrators, and
resellers. We use this POS data, which includes identifying information about the shipment
destination of our products, to, among other things, screen out any attempted orders from
individuals or entities in the Sanctioned Countries. In addition, we maintain provisions in our
form sales contracts, including contracts with our OEM partners, integrators, and resellers that
require anyone wishing to have a business relationship with the Company to comply with U.S. export
control laws and economic sanctions regulations to the same degree as we do.

     In compliance with its policies and procedures, the Company does not knowingly provide any
products, technologies, services, or financial support to the Sanctioned Countries. In addition, to
our knowledge, we have not previously, do not currently, and do not intend to conduct business with
customers in or connected with any of the Sanctioned Countries.

* * * * *

The Company acknowledges 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.

     We hope that you will find the foregoing responsive to the Staff’s comments. If you have any
further questions or comments, please direct these to me at (408) 822-3203. In addition, we would
like to request that you provide a facsimile of any additional comments that you may have to my
attention at (408) 822-4412. Thank you for your assistance.

    Sincerely,

    /s/ Steven J. Gomo

    Steven J. Gomo

    Executive Vice President, Finance and Chief
Financial Officer, NetApp, Inc.

    cc:

    Andrew Kryder, Senior Vice President Legal, General Counsel, NetApp, Inc.

Steven E. Bochner, Wilson Sonsini Goodrich & Rosati, P.C.

Nathaniel P. Gallon, Wilson Sonsini Goodrich & Rosati, P.C.

John W. Kelm, Deloitte & Touche LLP

February 26, 2010

Via U.S. Mail and Facsimile (408-822-4501)
 Daniel J. Warmenhoven Chief Executive Officer and Chairman of the Board NetApp, Inc. 495 East Java Drive
Sunnyvale, California 94089

 Re: NetApp, Inc.
Form 10-K for the Fiscal Year Ended April 29, 2009
Filed June 17, 2009
  File No. 0-27130
Dear Mr. Warmenhoven:

We have limited our review of your f ilings to disclosure relating to your
contacts with countries that have been identified as state sponsors of terrorism, and we
have the following comment.  Our review w ith respect to this issue does not preclude
further review by the Assistant Director  group with respect to other issues.   At this
juncture, we are asking you to provide us with supplemental information, so that we
may better understand your disclosure.  Please be as detailed as necessary in your response.  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 filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. You state on page 95 that you earned revenues from Latin America, a reference
generally understood to encompass Cuba.  We are also aware of various public
media reports that several of your resellers  have operations in Iran, Sudan, and/or
Syria.  Cuba, Iran, Sudan, and Syria are countries that are id entified by the State
Department as state sponsors of terror ism, and are subject to U.S. economic
sanctions and export controls.  We not e that your Form 10-K does not include
disclosure regarding contacts with Cuba, Iran, Sudan, and Syria.  Please describe
to us the nature and extent of your past , current, and antici pated contacts with
Cuba, Iran, Sudan, and Syria, if any, wh ether through subsidiaries, distributors,
resellers, or other direct or indirect arrangements.  Your response should describe
any products, equipment, components, tec hnology, software, or services that you
have provided into Cuba, Iran, Sudan, and Syria, directly or indirectly, and any
agreements, commercial arrangements, or  other contacts you have had with the
governments of those countries or entit ies controlled by those governments.

Daniel J. Warmenhoven
NetApp, Inc. February 26, 2010 Page 2
* * * * *

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Pleas e submit your response letter on EDGAR.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Exchange Act of 1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to the 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
filings;
 • staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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 filings or in response to our comments on your filings.

Please understand that we may have addi tional comments after we review your
response to our comment.  Pl ease contact Pradip Bhaumik, Special Counsel, at (202) 551-
3333 if you have any questions about the commen ts or our review.  You may also contact
me at (202) 551-3470.          S i n c e r e l y ,             C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk  cc:  Barbara Jacobs   Assistant Director  Division of Corporation Finance

Mail Stop 4561            November 18, 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 completed our review of your Fo rm 10-K and related filings and have no
further comments at this time on the specific issues raised.

    Sincerely,

           Craig Wilson
    Senior Assistant Chief Accountant

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October 22, 2009

Via EDGAR and Overnight Delivery

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Mail Stop 4561

Washington, D.C. 20549

Attn: Craig Wilson, Senior Assistant Chief Accountant, Division of Corporate Finance

    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

Ladies and Gentlemen:

     NetApp, Inc. (the “Company” or “NetApp”) submits this letter in response to comments from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter
dated September 24, 2009, relating to the Company’s Annual Report on Form 10-K for the fiscal year
ended April 24, 2009 (the “10-K”) and the Company’s Quarterly Report on Form 10-Q for the quarterly
period ended July 31, 2009 (the “10-Q”).

     For your convenience, we have recited the comments from the Staff in italicized, bold type and
have followed each comment with the Company’s response.

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

Part III information incorporated by reference 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 awarded 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 unusual and should be excluded
from operating income when determining operating profit for bonuses purposes. Also, please
confirm that in future filings, as applicable, you will provide a definition of “operating
profit” in your incentive compensation plan discussion so that investors can more clearly
understand the basis upon which cash bonuses are awarded. Please also tell us if you
considered disclosing your 2009 operating profit target.

Response:

     Prior to the beginning of each fiscal year, we develop an Annual Operating Plan (including a
measure of non-GAAP Operating Profit (determined as described below)) that reflects our targeted
operating results for the upcoming fiscal year. The Annual Operating Plan is derived from the
Company’s results in the prior year as well as our expectations for our performance relative to our
competitors and the overall market for the upcoming year, and is set as an aggressive target in
order to reflect our strategy for growth. During the course of the year, we compare our actual
non-GAAP Operating Profit results to our target non-GAAP Operating Profit from our Annual Operating
Plan to measure the Company’s performance, make ongoing operating and budgeting decisions, and to
evaluate management’s performance. In order to align our incentive compensation with our
assessment of management’s performance, we use this same measure of non-GAAP Operating Profit to
determine the funding and payment of cash bonuses under our incentive compensation plans for all of
our employees, including our top executives.

     This measure of non-GAAP “Operating Profit” is derived from the revenues of our products,
software entitlement and maintenance, and services business operations and the costs directly
related to the generation of those revenues, such as cost of revenue, sales and marketing, research
and development, and general and administrative expenses. We use this metric because we believe it
reflects the best measure of our operating performance, as it represents the operating results that
our managers can affect in any particular period through their management of resources that affect
our underlying revenue and profit-generating operations during that period. Non-GAAP Operating
Profit, both on an actual and a target basis, excludes items that are not reflective of our
operating performance, such as stock-based compensation expenses, acquisition and disposition
related charges or gains, amortization of purchased intangible assets, restructuring charges, and
significant asset impairments and litigation settlement payments or awards. We publicly disclose a
detailed reconciliation of actual GAAP to non-GAAP net income and income from operations (or
operating profit), along with other income statement line items, on a regular basis with our
quarterly earnings announcements.

     We confirm for the Staff that in future filings we will provide a more fulsome description of
how we determine non-GAAP Operating Profit in our incentive compensation plan discussion.

     We further advise the Staff that we did consider disclosing our 2009 operating profit target
in our Definitive Proxy Statement filed August 20, 2009, but concluded that such disclosure would
constitute confidential financial information, the disclosure of which would result in competitive
harm for the Company, and therefore omitted the specific target amount in

2

accordance with Instruction 4 to Item 402(b) of Regulation S-K. Instead, we provided
disclosure the Company actually achieved 74% of fiscal 2009 non-GAAP operating profit target as we
believe it provided adequate information for the investor to determine an approximation of our
operating profit target for that fiscal year while not disclosing confidential financial
information.

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 does not
exist, you should file a written, reasonably detailed description of the policy that informs
investors of the key terms of the arrangement.

Response:

     We respectfully submit that the travel reimbursement policy adopted by the Board of Directors
is not required to be filed as an exhibit to our Form 10-K pursuant to Item 601(b)(10)(iii). Item
601(b)(10)(iii) requires the filing of any “management contract or compensatory plan, contract or
arrangement...in which any director or any of the named executive officers of the
registrant...participates...” The travel reimbursement policy is not a management contract, but
rather an expense reimbursement policy that the Board of Directors may modify or terminate at any
time in its sole discretion. In addition, the travel reimbursement policy is not a “compensatory
plan, contract or arrangement” because it reimburses the executive (based on equivalent commercial
charter rates) solely for business travel expenses that he has incurred in connection with his use
of his private aircraft for business travel, a use that is integrally and directly related to the
performance of his duties for the Company.

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 including all of the disclosures required by paragraphs 32(c), 32(d) and 33(a) of this
Staff Position.

Response:

     We advise the Staff that we considered the disclosure required by paragraph 32(c) in preparing
our financial statement disclosure. Paragraph 32(c) requires disclosure of “. . . the amount by
which the instrument’s if-converted value exceeds its principal amount, regardless of whether the
instrument is currently convertible . . . “. As of April 24, 2009, the if-converted value of our
convertible debt did not exceed its principal amount as the market value of our common stock was
less than the conversion price at that date. Therefore, we believe that no disclosure was
required. We do state in the last paragraph of the “Conversion” section of Note 7

3

that “[a]s of July 31, 2009, none of the conditions allowing the holders of the Notes to
convert had been met.” In future filings we will either state the amount by which our convertible
notes if-converted value exceeds its principal amount, or state that the condition does not exist.

     We respectfully refer the Staff to the following sections included in the Form 10-Q for the
disclosures required by paragraphs 32(d) and 33(a):

    •

    Paragraph 32(d) — We respectfully submit that we have provided such disclosures
related to the note hedge transactions we entered into concurrent with the issuance
of our convertible notes in the “Note Hedges and Warrants” section of Note 7.

    •

    Paragraph 33(a) — We respectfully submit that we have disclosed in the second
paragraph of the “1.75% Convertible Senior Notes Due 2013” section of Note 7 that
the effective interest rate of the debt component of our convertible notes was
6.31%, which is the rate for the period as required by Paragraph 33(a).

* * *

     We hope that you will find the foregoing responsive to the Staff’s comments. If you have any
further questions or comments, please direct these to me at (408) 822-3203. In addition, we would
like to request that you provide a facsimile of any additional comments that you may have to my
attention at (408) 822-4412. Thank you for your assistance.

    Sincerely,

    /s/ Steven J. Gomo

    Steven J. Gomo

    EVP, Finance and Chief Financial Officer

NetApp, Inc.

    cc:

    Andrew Kryder, SVP Legal & Tax, General Counsel, NetApp, Inc.

Steven E. Bochner, Wilson Sonsini Goodrich & Rosati, P.C.

Nate P. Gallon, Wilson Sonsini Goodrich & Rosati, P.C.

John W. Kelm, Deloitte & Touche LLP

4

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Via EDGAR

October 6, 2009

    Attn:

    Ms. Melissa Walsh

    Mr. Craig Wilson

    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 Ms. Walsh and Mr. Wilson:

     Reference is made to the comment letter, dated September 24, 2009, received from the
Securities and Exchange Commission (the “Commission”) by NetApp, Inc. (the “Company”) regarding the
Commission’s review of the above-referenced filing. Your letter requested a response from the
Company within ten business days of the date of the letter (i.e., by October 8, 2009). The Company
hereby confirms that, based on its request for an extension of this deadline, it will provide its
response to the comment letter on or before Friday, October 23, 2009.

     Please contact me at 408-822-3108 if you wish to discuss our request for an extension.

    Sincerely,

                                            /s/ Andrew Kryder

    Andrew Kryder, Secretary, General
Counsel and
Senior Vice President, Legal and Tax,
NetApp, Inc.

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

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August 26, 2009

Via EDGAR and Overnight Delivery

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Mail Stop 4561

Washington, D.C. 20549

Attn: Craig Wilson, Senior Assistant Chief Accountant, Division of Corporate Finance

    Re:

    NetApp, Inc.

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

    File No. 000-27130

Ladies and Gentlemen:

          NetApp, Inc. (the “Company” or “NetApp”) submits this letter in response to comments from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter
dated July 30, 2009, relating to the Company’s Annual Report on Form 10-K for the fiscal year ended
April 24, 2009 (the “10-K”).

          For your convenience, we have recited the comments from the Staff in italicized, bold type and
have followed each comment with the Company’s response.

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.

Response:

          We advise the Staff that the names were inadvertently omitted from the Form 10-K, and we will
disclose the names of any such 10% or greater customers or distributors in future filings in
accordance with the requirements of Item 101(c)(1)(vii) of Regulation S-K. We would also like to
note for the Staff that while the names were not included the Form 10-K, we did make the
information publicly available to investors by disclosing the names of our two largest U.S.
distributors on our public earnings conference call on May 20, 2009.

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.

Response:

          Our backlog was approximately $14 million as of April 24, 2009, compared to $36 million as of
April 25, 2008.  The backlog as of April 24, 2009 represents only 0.4% of our annual revenue for
the fiscal year then ended. In addition (i) a substantial portion of our products are sold on the
basis of standard purchase orders that are cancellable prior to shipment without penalty, and (ii)
purchase orders are subject to change with respect to quantity of product or timing of delivery
resulting from changes in customer requirements. Our business is characterized by seasonal and
intra-quarter variability in demand, as well as short lead-times and product delivery schedules.
Accordingly, we do not believe that backlog at any given time is a meaningful indicator of future
revenue and that disclosure of backlog in our annual report could be misleading to readers.

Manufacturing and Supply Chain, page 8

    3.

    We note your disclosure in this section 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 number of suppliers for materials. It appears that you have not filed
any agreements with these manufacturers or suppliers as exhibits to your 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 these manufacturers or suppliers.

Response:

          We have not filed any agreements with these manufacturers and suppliers as exhibits to our
Form 10-K because we have concluded that they are ordinary course agreements upon which our
business is not substantially dependent for the reasons described below.

          We believe that substantially all of the proprietary value and functionality of our products
is contained in the software (which we develop and provide for the assembly process), rather than
the production of the hardware, subassemblies and the assembly process (which we outsource to third
parties). As an example, our primary contract manufacturer, Jabil Circuit, procures the required
hardware components and subassemblies from third parties, assembles the components and
subassemblies based on our specifications and loads the software into the assembled hardware
product. This hardware consists of off-the-shelf hardware components and subassemblies, which
Jabil sources from third party suppliers. Jabil does not contribute any intellectual property into
our products, and there is nothing proprietary in the manufacturing process relating to our
products that could not be transferred to another contract manufacturer. Jabil simply integrates
the hardware components and subassemblies with our software into a finished product for our
customers. Such services could equally be performed by our other

2

contract manufacturer, Foxconn, or by a number of other contract manufacturers with sufficient
global scale and logistics capabilities, including, among others, Flextronics, Celestica or
Sanmina-SCI. As our agreement with Jabil does not commit us to use Jabil for any particular period
of time or to use Jabil as our sole contract manufacturer, we could redirect some or all of our
contract manufacturing activities to Foxconn or another manufacturer at our discretion.

          On average, it takes Jabil approximately two hours to assemble the components and
subassemblies into the finished hardware product and approximately an additional four-and-a-half
hours to load the software into these assembled hardware products and perform the system test. As
discussed above, we provide Jabil with the software, and Jabil procures the hardware components and
subassemblies from third parties. Therefore, from a logistics perspective, our “cost of switching”
contract manufacturers would be low because we would simply have the new contract manufacturer
purchase the existing supply inventory directly from Jabil, and redirect the delivery of our
software and future parts supply to the new manufacturer. We are not involved in the hardware
procurement process for the products which Jabil manufactures for us, and so would therefore not
incur any material direct hardware/inventory switching costs in connection with such a switch.

          In terms of timing for such a switch of manufacturers, we estimate that it would take no more
than thirty calendar days to switch from Jabil to another contract manufacturer. While such a
switch may cause a corresponding delay in the shipment of some of our products to our customers and
could therefore cause a delay in our ability to recognize revenues on such shipments, in light of
our long sales cycle (i.e., the period of time from initial customer contact until order placement)
which can be up to a year or longer, we do not believe that a thirty-day delay in shipment of our
products would have a material impact on our customer relations or our customers’ demand for our
products. Therefore, we believe that any delay in our ability to recognize revenues as a result of
a delay in shipments would be temporary and limited to the period during which the manufacturing
operations were being transition to the new contract manufacturer, and that such revenues would be
realized quickly once the new contract manufacturer began assembly and shipment of our products.

          Based on the foregoing, we do not believe that the Jabil agreement or any of our other
manufacturing supplier agreements are material contracts on which we are substantially dependent.

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
consideration you gave to quantifying the amount of the changes that were due to each of the
factors or events that you identify. For example, we note several factors identified without
quantification in your discussions of the changes in revenue and operating expenses. Refer to
Section III. D of SEC Release 33-6835.

3

Response:

          Our discussions of the results of our operations have been written to highlight, in order of
significance, the factors and trends that contributed to material changes in each line item of our
statement of operations to provide the reader with information necessary to understand our business
as a whole, in accordance with Section III. D of SEC Release 33-6835. As requested, in future
filings, starting with our Form 10-Q for our first quarter ended July 31, 2009, we will expand our
discussion to include more quantitative information to support our qualitative discussion, where
such information would be meaningful to a reader in understanding and evaluating our operating
results.

          However, it should be noted that due to the nature of our business, we have limitations on our
ability to provide meaningful quantitative information of the impact of individual factors
impacting our revenues. Our products are highly configurable for customer requirements, which has
a significant impact on the pricing and material costs associated with individual sales. In
addition, our products are constantly evolving, which results in a lack of period to period
comparability and meaningful quantitative analyses of the separate impacts of changes of
individual components, such as average selling price, unit volumes and product mix, on our product
revenues.

          In future filings, we will endeavor to improve our quantitative disclosures, and when
quantitative information is not meaningful to the reader, or when precise quantification is not
reasonably practical, we will provide a narrative discussion of key factors and trends that
materially affect our operating results in sufficient detail necessary for readers to understand
and evaluate our operating results.

* * *

Statement of the Company

          As requested by the Staff, the Company hereby acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure of
the filing;

    •

    Staff comments or changes to disclosure in response to 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.

4

          We hope that you will find the foregoing responsive to the Staff’s comments. If you have any
further questions or comments, please direct these to me at (408) 822-3203. In addition, we would
like to request that you provide a facsimile of any additional comments that you may have to my
attention at (408) 822-4412. Thank you for your assistance.

    Sincerely,

    /s/ Steven J. Gomo

    Steven J. Gomo, EVP and Chief Financial Officer

    NetApp, Inc.

    cc:

    Andrew Kryder, SVP Legal and Tax, General Counsel, NetApp, Inc.

    Steven E. Bochner, Wilson Sonsini Goodrich & Rosati, P.C.

    Nate P. Gallon, Wilson Sonsini Goodrich & Rosati, P.C.

    John W. Kelm, Deloitte & Touche LLP

5

CORRESP
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Via EDGAR

August 12, 2009

    Attn:

    Ms. Melissa Walsh

    Mr. Craig Wilson

    Re:

    NetApp, Inc. Form 10-K for the Fiscal Year Ended April 24, 2009

Filed June 17, 2009

File No. 000-27130

Dear Ms. Walsh and Mr. Wilson:

     Reference is made to the comment letter, dated July 30, 2009, received from the Securities and
Exchange Commission (the “Commission”) by NetApp, Inc. (the “Company”) regarding the Commission’s
review of the above-referenced filing. Your letter requested a response from the Company within ten
business days of the date of the letter (i.e., by August 13, 2009). The Company hereby confirms
that, based on its request for an extension of this deadline, it will provide its response to the
comment letter on or before Tuesday, September 1, 2009.

     Please contact me at 408-822-3108 if you wish to discuss our request for an extension.

    Sincerely,

    /s/ Andrew Kryder

    Andrew Kryder, Secretary, General Counsel and Senior Vice President, Legal and Tax,

    NetApp, Inc.

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

CORRESP
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June 11, 2009

Via EDGAR and Overnight Delivery

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Mail Stop 3628

Washington, D.C. 20549

Attn: Song P. Brandon, Esq., Office of Mergers and Acquisitions

    Re:

    NetApp, Inc.

Schedules TO-I and TO-I/A

Filed May 22, 2009 and June 1, 2009

File No. 5-48933

Ladies and Gentlemen:

          NetApp, Inc. (the “Company” or “NetApp”) submits this letter in response to comments from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter
dated June 4, 2009, relating to the Company’s Schedules TO-I and TO-I/A filed May 22, 2009 and
June 1, 2009 (the “Schedules”).

          For your convenience, we have recited the comments from the Staff in italicized, bold type and
have followed each comment with the Company’s response.

Schedule TO-I — Exhibit (a)(1)(A): Offer to Exchange

General

    1.

    In your response letter, tell us how you distributed the Offer to Exchange to your employees.
Since the primary means of tendering is electronic, were the offer materials distributed only
via e-mail? If so, explain why you believe this method of dissemination is appropriate under
the circumstances of this Offer to Exchange, taking into consideration the characteristics of
the subject security holders and your normal means of communicating with your employees. In
describing the means of dissemination, explain how the link to the means of tender was
provided in relation to the Offer to Exchange. That is, was there a means to ensure that
eligible employees accessed the offer materials before being able to access the link to
tender?

Response:

          We respectfully advise the Staff that the Offer to Exchange was distributed in the following
manner: On May 22, 2009, each eligible employee received an e-mail that announced

that the offer had commenced, and that directed him or her to the offer website to obtain
additional information and a link to the Commission’s website. Each eligible employee also
received via e-mail an electronic, printable copy of the documents related to the offer, including
the Offer to Exchange, the Election Form and the Withdrawal Form. In addition, we posted
downloadable versions of the Offer to Exchange, the Election Form and the Withdrawal Form on our
internal intranet page dedicated to the offer. Generally, all communications with our
employees relating to equity awards, including award notification and award acceptance, occurs via
e-mail. Therefore, we believe that disseminating the Offer to Exchange via e-mail was an
appropriate and effective method of communication, as it was consistent with our standard practice
of communicating with our employees, particularly as the communication related to equity awards.
In addition, we also mailed paper copies of the Offer to Exchange to any employee who was on a
leave of absence at the time of our announcement to ensure that the offer materials were
communicated in a timely manner.

          In our announcement email, we encouraged eligible employees to read the Offer to Exchange and
related exhibits carefully before making any election. Similarly, when we distributed the
documents via-email, we distributed the Offer to Exchange along with the election forms to help
ensure that eligible employees would read the offer materials before making an election. Once an
eligible employee logs on to our offer website, such employee is able to access all of the
materials related to the offer, including the Offer to Exchange and the election forms. Although
we do not prohibit an eligible employee from accessing the link to make his or her election prior
to reviewing other documentation relating to the offer, each employee is given full access to all
materials simultaneously and encouraged to read the Offer to Exchange prior to making any election
decisions. While it is possible that an employee could make an election decision prior to reading
the Offer to Exchange, this possibility is not unique to our electronically delivered materials, as
the same circumstance could have arisen if we had delivered physical copies of these materials to
all of our employees.

    2.

    Supplementally confirm that you have filed on EDGAR all of the information that appears on
the website, and that you will continue to file all updated information if the website is
changed.

Response:

          We confirm that we will have filed on EDGAR all of the information that appears on the offer
website. We will continue to file all updated information if the website is changed.

    3.

    We note your disclosure throughout the document providing that you are not making the
exchange offer in any jurisdiction where the offer is not permitted. Please note that the
all-holders provision in Exchange Act Rule 13e-4(f)(8) applies equally to U.S. holders as well
as non-U.S. holders. Refer to the interpretive guidance in section 11.0.1. of SEC
Release 33-8957. If you are relying on the global exemptive order applicable to employee
stock option exchanges to exclude from participation in the Offer to Exchange some employees
located outside the United States, please be advised that exemptive relief is premised on the
compensatory reasons for the exclusion

    of such employees. Accordingly, please explain the reasons for any exclusions of
participants residing outside of the U.S. or advise as to how the company is complying with
the all-holders provision in Rule 13e-4(f)(8).

Response:

          We respectfully advise the Staff that, with respect to all holders of eligible options
excluded from the Offer to Exchange, the Company is relying upon, and believes that it has
satisfied all the conditions set forth in, the Commission’s 2001 Exemptive Order regarding Issuer
Exchange Offers Conducted for Compensatory Purposes (the “Exemptive Order”), which permits an
issuer to make design decisions that are consistent with an issuer’s compensation policies and
practices and provides that Rules 13e-4(f)(8)(i) and (ii) of the Securities Exchange Act of 1934
will not apply to exchange offers that comply with the Exemptive Order.

     Specifically, the Exemptive Order states that Rule 13e-4(f)(8)(i) will not apply to issuer
tender offers that satisfy the following conditions:

    •

    the issuer is eligible to use Form S-8, the options subject to the exchange offer were
issued under an employee benefit plan as defined in Rule 405 under the Securities Act of
1933, and the securities offered in the exchange offer will be issued under such an
employee benefit plan;

    •

    the exchange offer is conducted for compensatory purposes;

    •

    the issuer discloses in the offer to purchase the essential features and significance of
the exchange offer, including risks that option holders should consider in deciding whether
to accept the offer; and

    •

    except as exempted in the Exemptive Order, the issuer complies with Rule 13e-4.

          The Company is eligible to use Form S-8. All options subject to the Offer to Exchange were
granted under the Company’s stock incentive plans, including the 1999 Stock Option Plan. Each of
these plans constitutes an employee benefit plan as defined in Rule 405 under the Securities Act of
1933. The restricted stock units offered in the Offer to Exchange will be granted pursuant to the
1999 Stock Option Plan.

          As detailed in the Offer to Exchange, the compensatory purpose of the offer is to restore
retention and incentive value of the Company’s equity awards by ameliorating the loss of such
benefits caused by the sharp decline in the Company’s stock price. Eligible awards have exercise
prices that are significantly higher than the current market price of the Company’s stock. By
making the offer, the Company’s intent is to provide eligible option holders with the opportunity
to receive restricted stock units which have greater retention value because such restricted stock
units are more certain to provide compensatory income than the underwater options they replace.

          The Company operates in many non-U.S. jurisdictions, and as a matter of course tailors its
compensation policies and programs based on considerations of local law, tax effects on

participants and regulatory compliance costs. In deciding whether to extend the offer to
employees in non-U.S. jurisdictions, the Company, consistent with its compensation practices
generally, considered factors including the tax effects of the offer on employees and the costs of
researching and complying with local laws. The Company is excluding employees in Canada and
Denmark because it determined that offer would have adverse tax treatment to participating
employees in these jurisdictions which would prevent it from achieving its compensatory purpose.
The Company further decided to exclude employees in certain other non-U.S. jurisdictions where the
Company had relatively few employees. However, the Company will provide equity awards outside the
offer to otherwise eligible employees in such excluded jurisdictions. These awards will have the
same exchange ratios and vesting schedules as awards provided through the offer and are intended to
provide the same compensatory benefit sought to be provided through the offer, except that these
excluded employees will not be required to forfeit any of their outstanding options to receive
these awards. As such, we believe these excluded employees will be put in at least as good of a
position compared to eligible employees that participate in the Offer to Exchange. Consequently,
we feel that we have met the technical requirements of the Exemptive Order, as well as captured the
spirit of what was intended when it was put into place, namely, to give issuers the flexibility to
design and structure their compensatory tender offers and reduce the burdens and costs that issuers
would otherwise have to bear if required to seek individual exemptions from the all holders and
best price rules.

          We respectfully advise the Staff that the Offer to Exchange (i) contains a disclosure of the
essential features and significance of the offer, including risks that optionees should consider in
deciding whether to accept the offer and (ii) except as otherwise provided by the Exemptive Order,
complies with Rule 13e-4 of the Securities Exchange Act of 1934.

Condition of the offer, page 47

    4.

    Please refer to the last paragraph of this section relating to your failure to exercise any
of the rights described in this section. Note that when a condition is triggered and you
decide to proceed with the offer anyway, we believe that this constitutes a waiver of the
triggered condition(s). Depending on the materiality of the waived condition and the number
of days remaining in the offer, you may be required to extend the offer and recirculate new
disclosure to security holders. You may not, as this language seems to imply, simply fail to
assert a triggered offer condition and thus effectively waive it without officially doing so.
Please confirm your understanding in your response letter.

Response:

          We confirm that if an offer condition is waived, then depending on the materiality of the
condition and the days remaining in the offer, we may be required to extend the offer and
recirculate new disclosure to the holders of Eligible Options. We further confirm that if we
desire to waive a triggered offer condition, then we must officially do so and inform the holders
of Eligible Options accordingly. Please see our response to Comment No. 6 below.

    5.

    Please see our comment above. When an offer condition is triggered by events that occur
during the offer period and before the expiration of the offer, the company

    should inform holders of Eligible Options how it intends to proceed promptly, rather than
wait until the end of the offer period, unless the condition is one where satisfaction of
the condition may be determined only upon expiration. Please confirm the company’s
understanding in your response letter.

Response:

          We confirm that if an offer condition is triggered then we will notify promptly holders of
Eligible Options as to how we intend to proceed, unless satisfaction of an offer condition may only
be determined upon expiration of the offer. Please see our response to Comment No. 6 below.

Extension of offer; termination; amendment, page 60

    6.

    In the second paragraph of this section, you reserve the right to terminate or amend the
exchange offer upon the occurrence of any of the events listed as offer conditions “by giving
oral or written notice” to option holders. We do not believe that orally informing holders of
such a development, without more, satisfies your obligations under the tender offer rules.
Please confirm that you will provide appropriate notice through the filing and dissemination
of revised offer materials. See Rule 13e-4(c)(3) and (e)(3).

Response:

          We confirm that if we intend to terminate or amend our offer upon the occurrence of any of the
offer conditions listed in the Offer to Exchange, then we will provide appropriate notice through
the filing and dissemination of revised offer materials in accordance with Rule 13e-4(c)(3). We
further confirm that we will not communicate any such information orally to the holders of Eligible
Options.

Statement of the Company

     As requested by the Staff, the Company hereby acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure of
the filing;

    •

    staff comments or changes to disclosure in response to 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.

* * *

          We hope that you will find the foregoing responsive to the Staff’s comments. If you
have any further questions or comments, please direct these to me at (408) 822-3108. In addition,
we would request that you provide a facsimile of any additional comments that you may have to my
attention at (408) 822-4501. Thank you for your assistance.

    Sincerely,

    /s/ Andrew Kryder

    Andrew Kryder, Senior Vice President,

    Legal and Tax, General Counsel

NetApp, Inc.

cc: Steve Bochner

Nate Gallon

Deanna Butler

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3628    June 4, 2009

Via Facsimile and U.S. Mail

Daniel J. Warmenhoven Chief Executive Officer  NetApp, Inc.  495 East Java Drive Sunnyvale, CA  94089

RE: NetApp, Inc.    Schedules TO-I and TO-I/A
Filed May 22, 2009 and June 1, 2009 File No. 5-48933

Dear Mr. Warmenhoven:
We have limited our review of the above listed filings to those issues we have addressed
in our comments below.  Where indicated, we think you should revise the 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 information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments. All defined terms used in this letter have the same meaning as in the filings listed above, unless otherwise indicated.
The purpose of our review process is to assist you in the compliance with the applicable
disclosure requirements and to enhance the overall disclosure in the 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.  June 4, 2009 Page 2

 Schedule TO-I

Exhibit (a)(1)(A):  Offer to Exchange
General
 1. In your response letter, tell us how you distributed the Offer to Exchange to your
employees. Since the primary means of tendering is electronic, were the offer materials distributed only via e-mail? If so, explain why you believe this method of dissemination
is appropriate under the circumstances of this Offer to Exchange, taking into consideration the characteristics of the subject security holders and your normal means of communicating with your employees. In describing the means of dissemination, explain how the link to the means of tender was provided in relation to the Offer to Exchange. That is, was there a means to ensure that eligible employees accessed the offer materials before being able to access the link to tender?
 2. Supplementally confirm that you have filed on EDGAR all of the information that
appears on the website, and that you will continue to file all updated information if the website is changed.
 3. We note your disclosure throughout the document providing that you are not making the
exchange offer in any jurisdiction where the offer is not permitted.  Please note that the all-holders provision in Exchange Act Rule 13e-4(f)(8) applies equally to U.S. holders as well as non-U.S. holders.  Refer to the interpretive guidance in section II.G.1. of SEC Release 33-8957.  If you are relying on the global exemptive order applicable to employee stock option exchanges to exclude from participation in the Offer to Exchange some employees located outside the United States, please be advised that exemptive relief is premised on the compensatory reasons for the exclusion of such employees.  Accordingly, please explain the reasons for any exclusions of participants residing outside of the U.S. or advise as to how the company is complying with the all-holders provision in Rule 13e-4(f)(8).
 Conditions of the offer, page 47

 4. Please refer to the last paragraph of this section relating to your failure to exercise any of
the rights described in this section.  Note that when a condition is triggered and you decide to proceed with the offer anyway, we believe that this constitutes a waiver of the triggered condition(s).  Depending on the materiality of the waived condition and the number of days remaining in the offer, you may be required to extend the offer and re-circulate new disclosure to security holders.  You may not, as this language seems to imply, simply fail to assert a triggered offer condition and thus effectively waive it without officially doing so.  Please confir m your understanding in your response letter.
 5. Please see our comment above.  When an offer condition is triggered by events that occur
during the offer period and before the expiration of the offer, the company should inform

Daniel J. Warmenhoven
NetApp, Inc.  June 4, 2009 Page 3

holders of Eligible Options how it intends to proceed promptly, rather than wait until the end of the offer period, unless the condition is one where satisfaction of the condition may be determined only upon expiration.  Please confirm the company’s understanding in your response letter.
 Extension of offer; termination; amendment, page 60

 6. In the second paragraph of this section, you reserve the right to terminate or amend the
exchange offer upon the occurrence of any of the events listed as offer conditions “by giving oral or written notice” to option holders.  We do not believe that orally informing holders of such a development, without more, satisfies your obligations under the tender offer rules.  Please confirm that you will provide appropriate notice through the filing and dissemination of revised offer materials.  See Rule 13e-4(c)(3) and (e)(3).

* * *

As appropriate, please amend your filing in response to these comments.  You may wish
to provide us with marked copies of the amended filing to expedite our review.  Please furnish a cover letter with your amended filing that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amended filing and responses to our comments.
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
filings;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; 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 advised that the Division of Enforcement has access to all
information you provide to the staff of the Divi sion of Corporation Finance in our review of
your filings or in response to our comments on your filings.

Daniel J. Warmenhoven
NetApp, Inc.  June 4, 2009 Page 4

Please direct any questions to me at (202) 551-3621 or, in my absence, to Christina Chalk,
Senior Special Counsel, at (202) 551-3263.  You ma y also contact me via facsimile at (202) 772-
9203.  Please send all correspondence to us at the following ZIP code:  20549-3628.
       S i n c e r e l y ,
          Song Brandon        Special Counsel        Office of Mergers & Acquisitions   cc: Via Facsimile (650-493-6811)

Steven E. Bochner, Esq.  Wilson Sonsini Goodrich & Rosati

Mail Stop 4561

      June 29, 2007

Steven J. Gomo
Chief Financial Officer
Network Appliance, Inc.
495 East Java Drive
Sunnyvale, CA 94089

Re: Network Appliance, Inc.
Form 10-K for the Year Ended April 30, 2006
Form 10-K for the Year Ended April 30, 2005
Form 10-Q for the Quarterly Period Ended July 28, 2006
Form 10-Q for the Quarterly Period Ended October 27, 2006
File No. 000-27130

Dear Mr. Gomo:

 We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

       S i n c e r e l y ,

       C r a i g  D .  W i l s o n
       Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

corresp

June 22, 2007

Via EDGAR

Securities and Exchange Commission

One Solution Place

100 F Street, N.E.

Washington, D.C. 20549-4561

    Attn:

    Chris White

    Craig Wilson

    Re:

    Network Appliance, Inc.

    Review of Form 10-K
for the fiscal year
ended April
 30, 2005,
Form 10-K for the
fiscal year ended
April
 30, 2006,

    and Form 10-Q for the
Quarterly Period Ended
July
 28, 2006, Form
10-Q for the Quarterly
Period Ended
 October
27, 2006

    File No. 000-27130

Ladies and Gentlemen:

     Network Appliance (the “Company”) submits this letter to provide additional information
regarding our letter to the Securities and Exchange Commission (the “Staff”) dated April 5, 2007
relating to the Company’s Form 10-K for the fiscal year ended April 30, 2005, Form 10-K for the
fiscal year ended April 30, 2006, and Form 10-Q for the quarterly period ended July 28, 2006 and
Form 10-Q for the quarterly period ended October 27, 2006. This letter reflects the discussions
held with Mr. White and Mr. Wilson on June 12, 2007 and with Mr. Wilson on June 14, 2007 and June
22, 2007.

Storage Review Services

With regards to questions 3, 4 and 5 in our previous response regarding the Company’s storage
review services, we advise the Staff that the Company agrees with the Staff’s position that storage
review services are software-related services and therefore subject to the provisions of SOP 97-2
rather than EITF 00-21, as previously concluded by the Company. Accordingly, we have analyzed the
concentrations of our separate sales which include storage review services to determine if these
concentrations were adequate to conclude that we had VSOE of fair value for our fiscal years 2003
through 2007.

Below are the percentages of observations that were within a range that is within 15% of the
midpoint of the data range. (This method is consistent with the VSOE analysis previously provided
to the Staff for our other software-related elements.)

    Percentage of

    observations

    within range

              Fiscal Year ended April 2003

    All sales (1)

    78
    %

    Fiscal Year ended April 2004

    All sales (1)

    79
    %

    Fiscal Year ended April 2005 (2)

    TEA customers — domestic

    88
    %

    TEA customers — international

    79
    %

    All others — domestic

    87
    %

    All others — international

    78
    %

    Fiscal Year ended April 2006

    TEA customers

    79
    %

    All others

    76
    %

    Fiscal Year ended April 2007

    “Very large” TEA (3)

    79
    %

    TEA

    77
    %

    All Other

    76
    %

    (1)

    Prior to FY 2005, storage review services were available on a separate basis. They
could only be purchased for a one year period at the time of system sale, even if the
customer purchased software PCS for two or three years. As a result, many customers
renewed these services on a separate basis. The data for FY 2003 and FY 2004 reflects
these separate sales of storage review services. Beginning in FY 2005, the Company
changed its product offerings and sold storage review services only as part of the bundled
service arrangement described in our previous letters, which required matching terms for
all services sold at the time of product sale.

    (2)

    As suggested by the Staff, we have reviewed our separate sales transactions in FY
2005 and determined that there were different pricing arrangements granted to our

2

    domestic versus international customers; these differences occurred with both our TEA and
non-TEA customers. (Our analysis in FY 2006 and FY 2007 also looked at international
versus domestic sales but found that there has been more convergence in the pricing between
these geographies and therefore did not require separate customer pools in those years.)
In addition, our review of this data identified a small number of individual transactions
that had been included in our previous analysis that were part of larger, multiple-element
orders and therefore did not represent a separate sale transaction; these were properly
excluded in our revised analysis. (As a result of identifying this error, we reviewed the
2005 data used to determine the fair value for our other deferred elements; the small
number of items which should have been excluded in those pools would have increased
slightly the 2005 levels of concentrations previously reported to Staff in our letters of
May 31, 2006 and April 5, 2007 and would not have changed our conclusions as to VSOE of
fair value for these elements.)

    (3)

    Beginning in FY 2007, we further differentiated new and renewal sales of our
products. Our sales have increased over 30% each of the last two years, and one of the
contributors to that growth has been ability to sell to larger customers with multiple
locations and significantly larger storage requirements. These very large TEAs each have
over 400 NetApp systems in their installed base, a number several times as large as our
other TEAs. Because of economies of scale, we have been willing to provide these very
large customers even larger discounts than those granted to our other TEAs. Accordingly,
we have segmented our VSOE analysis to reflect the continuing growth in our sales to these
very large customers.

Although we initially evaluated the adequacy of these concentrations on the basis of the need for
objective and reliable evidence of fair value under EITF 00-21, we believe that based on the
information summarized above, evidence existed at the time that would have allowed us to conclude
that concentrations of a) separate sales of storage review services in FY 2003 and FY 2004 and b)
separate sales of bundled arrangements including storage review services in FY 2005, FY 2006 and FY
2007, were adequate to be considered VSOE of fair value for these elements under SOP 97-2. We base
this conclusion on the fact that, in all cases more than 75% of separate sales transactions fell
within a range that is within 15% of the mid-point of that range, which is consistent with the
method for determining VSOE we have previously described in our letters to the Staff.

For all years except FY 2005, the customer categories shown above were the same that were used by
the Company to determine fair value under EITF 00-21; because the Company determines fair value
based on the weighted average of the transactions in each of these customer categories, there is no
difference in the amount of revenue deferral we would have calculated under our application of
either EITF 00-21 or SOP 97-2.

For FY 2005 the factors noted in (2) above resulted in the use of four rather than two categories
to establish VSOE under SOP 97-2. Under this method, four different weighted averages would have
been used to determine the fair value of our FY 2005

3

undelivered bundled elements that included storage reviews. Had we used these four weighted
averages, the effect would have been to decrease the amount of product revenues by $1.7 million for
FY 2005; this represents 0.1% of reported product revenues for that year. This additional amount
would be amortized to income over the ensuing 36 months, including $0.2 million in FY 2005, $0.7
million in FY 06 and $0.6 million in FY 2007. The combined effect on FY 2005 would be as follows:

    In millions except per share data

    As Reported

    As Adjusted

    %
difference

                  FY 2005:

    Net Revenues

    $
    1,598.1

    $
    1,596.6

    0.1
    %

    Gross Margin

    975.0

    973.5

    0.2
    %

    Income from Operations

    253.2

    251.7

    0.6
    %

    Income before Income Taxes

    276.2

    274.7

    0.5
    %

    Net Income

    $
    225.8

    $
    224.6

    0.5
    %

    Basic Income per Share

    $
    0.63

    $
    0.62

    1.6
    %

    Diluted Income per Share

    $
    0.59

    $
    0.59

    n/a

The impact on FY 2006 and FY 2007 would have been less than 0.5% on any reported line items in the
income statement. We have evaluated these errors under the guidance contained in Staff Accounting
Bulletin No. 99, “Materiality” and have concluded that these differences from a quantitative
standpoint are not material individually; from a qualitative standpoint;

    -

    They were not intentional, but represented management’s good faith judgment
regarding the application of GAAP.

    -

    They would have not changed management’s compensation for any of the periods.

    -

    They would not have impacted compliance with any loan covenants.

    -

    They would not have resulted in a failure to meet analyst expectations for
any of the periods.

    -

    They do not change any trends from year to year.

Finally, we believe these differences would not change a user’s conclusions regarding the results
of our operations and therefore no restatement of the amounts we have previously reported is
required.

We will change the language in our significant accounting policies footnote regarding revenue
recognition in our Annual Report on Form 10-K for the year ended April 30, 2007 to reflect our
application of SOP 97-2, including the need for VSOE for all of our

4

software-related undelivered elements. Please see our proposed wording changes described later in
this letter.

Use of residual method to allocate revenue among deferred elements

With regards to questions 6 and 7 in our previous response regarding the Company’s method for
allocating revenue among the various components of our bundled elements, we advise the Staff that
the Company agrees with the Staff’s position that the Company’s list price did not constitute fair
value information to allocate revenue and that the residual method should have been applied to
allocate revenue. More specifically, we will first allocate revenue for our deferred elements to
software PCS, which is the deferred element that we do have separate VSOE of fair value, and then
allocate the residual to other services. We will change the language in our significant accounting
policies footnote regarding revenue recognition in our Annual Report on Form 10-K for the year
ended April 30, 2007 to reflect that we are applying the residual method for these items. Please
see our proposed wording changes described later in this letter.

Additionally, we have analyzed the impact that using the residual method would have had on our
reported results. This method would not have changed the total amount of revenue, gross margin,
operating income or net income for any period reported. Use of the residual method would have
reduced the amount of revenues reported as software maintenance and increased the amount reported
as other services by $1.6 million in FY 2005 and $2.5 million in FY 2006. These amounts represent
approximately one percent of their respective income statement line items.

We have evaluated these errors under the guidance contained in Staff Accounting Bulletin No. 99,
“Materiality” and have concluded that these differences from a quantitative standpoint are not
material individually; from a qualitative standpoint;

    -

    They were not intentional, but represented management’s good faith judgment
regarding the application of GAAP.

    -

    They would have not changed management’s compensation for any of the periods.

    -

    They would not have impacted compliance with any loan covenants.

    -

    They would not have resulted in a failure to meet analyst expectations for
any of the periods.

    -

    They do not change any trends from year to year.

Finally, we believe these differences would not change a user’s conclusions regarding the results
of our operations and therefore no restatement of the amounts we have previously reported is
required.

5

Proposed changes to the description of our revenue recognition policies

In our Annual Report on Form 10-K for the year ended April 30, 2007, we will make the following
changes:

In previous filings, we have referred to our software PCS arrangements as “Software Subscriptions,”
as this is our internal term for these arrangements. To avoid misunderstanding of the types of
services provided, we will refer these arrangements as “Software Upgrade and Maintenance
Arrangements” in future filings.

We will amend our revenue recognition policy to include the following descriptions regarding
storage review services and the use of the residual method (significant changes have been
underscored):

     Our multiple element arrangements include our systems and generally may also include one or
more of the following undelivered software-related elements: software upgrade and
maintenance arrangements, premium hardware maintenance, and storage review services. Our
software upgrade and maintenance arrangements entitle our customers to receive
unspecified product upgrades and enhancements on a when-and-if-available basis, bug fixes, and
patch releases. Premium hardware maintenance services include contracts for technical support
and minimum response times. Revenues from software upgrade and maintenance arrangements,
premium hardware maintenance services and storage review services are recognized ratably over
the contractual term, generally from one to three years. ...

     For our undelivered software-related elements, we apply the provisions of SOP No.
97-2 and determine fair value of these undelivered elements based on vendor-specific objective
evidence (“VSOE”), which for us consists of the prices charged when these services are sold
separately either alone, in the case of software upgrade and maintenance arrangements, or as
a bundled element which always includes software upgrade and maintenance arrangements and
premium hardware maintenance, and may also include storage review services. To determine the
fair value of these elements, we analyze both the selling prices when elements are sold
separately as well as the concentrations of those prices. We believe those concentrations have
been sufficient to enable us to establish VSOE of fair value for the undelivered elements. If
VSOE cannot be obtained to establish fair value of the undelivered elements, paragraph 12 of
SOP 97-2 would require that revenue from the entire arrangement be initially
deferred and recognized ratably over the period these elements are delivered.

     For income statement presentation purposes, once fair value has been determined for
our undelivered bundled elements, we allocate revenue first to software upgrade and maintenance
arrangements based on VSOE of its separate fair value, and then the residual is allocated to
other service revenues.

6

We also confirm and acknowledge that (1) the Company is responsible for the adequacy and accuracy
of the disclosure in this filing, (2) the Staff’s comments or changes to disclosure in response to
Staff comments do not foreclose the Commission from taking any action with respect to this filing
and (3) 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.

We hope that you will find the foregoing responsive to the Staff’s comments. If you have any
further questions or comments, please direct these to me at 408-822-6000. In addition, we would
request that you provide a facsimile of any additional comments that you may have to my attention
at 408-822-4412. Thank you for your assistance.

Sincerely,

    /s/ Steven J. Gomo

    Steven J. Gomo

    Chief Financial Officer

Network Appliance, Inc.

7

Room 4561
February 7, 2007

Steven J. Gomo
Chief Financial Officer
Network Appliance, Inc.
495 East Java Drive
Sunnyvale, CA 94089

Re:  Network Appliance, Inc.
Form 10-K for the Fiscal Year Ended April 30, 2006
Form 10-K for the Fiscal Year Ended April 30, 2005
Form 10-Q for the Quarterly Period Ended July 28, 2006
Form 10-Q for the Quarterly Period Ended October 27, 2006
File No. 000-27130

Dear Mr. Gomo:

We have reviewed the above referenced  filings and your response letter dated
December 21, 2006 and have the following comm ents.  Please note that we have limited
our review to the matters addressed in the co mments below.  We may ask you to provide us
with supplemental information so we may be tter understand your disclosures.  Please be
as detailed as necessary in your explanations .  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 on 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 the Fiscal Year Ended April 30, 2006

Critical Accounting Estimates and Polices, page 36

1. Your response to prior comment number 1 indicates that you will consider further discussion of estimates and/or judgmen ts that you apply when determining
whether you have established VSOE of fa ir value for the undelivered elements in
your arrangements.  We note that you have  not included any additional disclosure
about such estimates and/or judgments in  your Form 10-Q for the quarterly period
ended October 27, 2006 (which was filed on December 6, 2006).  However, your

Steven J. Gomo
Network Appliance, Inc.
February 7, 2007 Page 2
response to comment number 2 from your letter dated August 31, 2006 stated that
you apply material estimates and/or judgments in dete rmining whether VSOE can
be established for the undelivered elemen ts in your arrangements.  Based on your
response to comment number 2 from your letter dated December 21, 2006, it
appears that material estimates and judgme nts are involved in your  analysis of the
concentration of pricing of separate sales in determining whether VSOE of fair
value of your undelivered elements exists.  Please confirm that you will discuss in
future filings what appear to be these material estimates and judgments and the assumptions you apply when determining that you have established VSOE of fair value for the undelivered elements in your arrangements.

Note 2.  Significant Accounting Policies

Revenue Recognition and Allowance, page 65

2. We note your response to prior comment number 2 with respect to your policy for establishing fair value of the undelivered elements in your arrangements and are in
the process of reviewing your response.  We further note the information being
analyzed in your response relates to your population of separate sales (i.e.
renewals) in fiscal year 2005 as originally provided in your May 31, 2006 letter.  Please update the analysis provided in the Appendix to your May 31, 2006 letter
for your separate sales in fiscal year 2006.  That is, please provi de the fiscal year
2006 information demonstrating that you have  established VSOE of the fair value
of the software PCS and bundled premiu m hardware maintenance/PCS elements
and objective and reliable evidence of the fair value of the bundled storage
reviews/premium hardware maintenance/ PCS for both your top enterprise accounts
and your non-top enterprise  accounts.

3. Your response to prior comment number 3 st ates that “the storage review services
represent an element of the combined un it of accounting that is not insignificant
based on the estimated relative fair value of approximately 20% of the fair value of the undelivered bundled arrangement.”  We  further note your reference to the
interpretive guidance of th e Miller Revenue Recognition guidance cited in your
August 31, 2006 letter.  Please clarify how you have considered other interpretive guidance when determining that the guidance in the Miller Revenue Recognition guide is the appropriate inte rpretive guidance to apply to your arrangements based
on your facts and circumstances .  In addition tell us how the application of other
interpretive guidance would im pact the allocation and recognition of the elements
in this bundled unit of accounting.  Tell us how you considered an interpretation
that suggests revenue recognition for the combined unit of accounting based on the
revenue recognition guidance otherwise appl icable to the predominate deliverable
in the unit of accounting.  Please clarify how the application of this interpretation would impact the allocati on and recognition of the el ements in your bundled unit
of accounting.

Steven J. Gomo
Network Appliance, Inc.
February 7, 2007 Page 3
4. We note your response to prior comment 4 with respect to you r analysis supporting
your conclusion that the storage review se rvices are not software-related.  Please
further clarify why you believe that the st orage review services are not software-
related services as contemplated by paragraph 9 of SOP 97-2.  In this respect, your response states that you “uti lize a separate, NetAPP-propr ietary, software program
to assist in performing the monitoring and data collection activities which are part
of [y]our storage review se rvices.”  While the software program is not sold, you
indicate that you install elements of the software on your customer’s hardware for
a term of use which appears to be indicativ e of a software lease within the scope of
SOP 97-2, paragraph 2.  Absent persuasive evidence to the contrary we believe the
storage review services are within the scope of SOP 97-2.  In this regard tell us
why the storage optimization review has or has not met each of the more-than-incidental software indicators in footnote 2 to pa ragraph 2 of SOP 97-2.  Please
also address the following in your respons e regarding the storage review services:

• Explain how the software delivered to  assist in the monitoring and data
collection activities interf aces and interacts with your proprietary storage
and data management software sold to customers in your sales arrangements.
• Provide a representative example of the marketing effort describing this
service when sold in bundled arrangements.
• Describe the software data or in formation you provide to customers
acquiring the services.
• Describe the nature of any customer  provided performance specifications
and how they relate to software featur es both of the storage review service
and the customer’s software.
• Tell us if your customers consider the software interactive features of the
service’s software program in selecting the storage optimization review
services.
• Tell us if upgrades or enhancements to  the software are offered with the
storage review services arrangements.

5. If you still conclude that th e storage review services are not a software element
pursuant to SOP 97-2, please provide a furt her analysis supporting your conclusion
that the software is not essential to the functionality of the storage review services
pursuant to EITF 03-5.  We note your response to prior comment number 4,
whereby you acknowledge that in all cases  where storage review services are
performed, the customer has purchased  your proprietary storage and data
management software.  Clarify whether th e storage review services would have
substantive functionality to your custom ers without the delivered proprietary
software.

Steven J. Gomo
Network Appliance, Inc.
February 7, 2007 Page 4
6. Your response to prior comment numbers 5 and 6 indicates you are allocating revenue between your software subscriptions and service financial statement captions on a relative fair value method.  We note you apply this method by using
stated list prices as the basis to determine the fair value of the various elements sold at the time of initial product sale.  We further note the overall weighted
average discount used to determine the tota l fair value of the combined units of
accounting are applied against the list pri ce of each element in the combined unit
to determine their relative fair value.  Please clarify why you believe that this
method of determining the relative fair valu e of the service elements is performed
on a systematic and rational basis.  In th is respect, please further clarify why you
believe that the list pric e provides a rational basis fo r determining the underlying
fair value of these services.  Please cl arify how you allocate the overall weighted
average discount to the elements in the unit of accounting.

7. Please clarify why you believe that your application of the relative fair value
method is a more valid method of cla ssifying revenue between your software
subscription and service financial stat ement captions than the residual value
method.  Since you have esta blished VSOE of software PCS, clarify why you do
not apply the residual method to allo cate fair value between your software
subscription and service financial statement captions.

General

8. We are aware of a publicly available February 2006 arti cle that reports you have
signed a distribution agreement with Tech Access for Tech Access to distribute your products to countries including Sudan.  Sudan has been identified by the State Department as a state sponsor of terror ism, and is subject to U.S. economic
sanctions and export controls. Your 10-K  does not include any information about
contacts with Sudan.  Please describe for us the extent and nature of your past,
current, and anticipated contacts with Sudan, whet her through subsidiaries,
affiliates, or other direct or indirect  arrangements.  Discuss products and/or
services provided to, and other cont acts with, the government of Sudan and
government-controlled entities, as well as c ontacts with private parties in Sudan.

9. Discuss for us the materiality to you of  your contacts with Sudan and whether
those contacts constitute a material investment risk for your security holders.
Please address materiality in quantitative terms, including the dollar amounts of
any associated assets and liabilities, and revenues.  Please also address materiality
in terms of qualitative fact ors that a reasonable investor would deem important in
making an investment decision, including the potential impact of corporate
activities upon a company’s repu tation and share value.

We note, for example, that Arizona and Louisiana have adopted legislation that requires their state retirement systems to  prepare reports rega rding state pension

Steven J. Gomo
Network Appliance, Inc.
February 7, 2007 Page 5
fund assets invested in, and/or permits divestment of state pension fund assets
from, companies that do business with U.S.-designated state sponsors of terrorism.  The Pennsylvania legislature has adopted a resolution directing its Legislative
Budget and Finance Committee to report annually to the General Assembly regarding state funds invested  in companies that have ti es to terrorist-sponsoring
countries.  The Missouri Investment Trust has established an equity fund for the
investment of certain state-held monies th at screens out stocks of companies that
do business with U.S.-designated state sponsors of terrorism.  California,
Connecticut, Illinois, Main e, New Jersey and Oregon have adopted legislation
requiring reporting of interest s in, or divestment from, companies that do business
with Sudan, and similar legislation has been proposed by several other states.
Finally, Harvard University, Yale University, Stanford University, and other educational institutions have adopted po licies prohibiting investment in, and/or
requiring divestment from, companies that do business with Sudan.  Your
materiality analysis should address the pot ential impact of the investor sentiment
evidenced by such actions directed to ward companies that have operations
associated with Sudan.

10. We note that your 10-K discusses sales of your products in Africa and Asia.  Please advise us of any sale s into, or other contacts w ith, Iran, North Korea and/or
Syria, countries identified by the State De partment as state sponsors of terrorism
and subject to U.S. economic sanctions.  If you have contacts with any of these countries, please provide the same inform ation regarding thos e contacts as we
requested regarding contacts with Sudan in comments 8 and 9 above.

*****

As appropriate, please amend your filings and respond to these comments within
ten business days or tell us when you will prov ide 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 cove r letter with any amendment that keys your
responses to our comments 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 responses to our comments.

Steven J. Gomo
Network Appliance, Inc.
February 7, 2007 Page 6
 You may contact Christopher White, Seni or Staff Accountant, at (202) 551-3461
or me at (202) 551-3226 if you have any questions regarding our comments on the
financial statements and related matters.

       S i n c e r e l y ,

       C r a i g  W i l s o n
       Senior Assistant Chief Accountant

CORRESP
1
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corresp

April 6, 2007

Via FedEx: 7902.1876.4634

Via EDGAR

Securities and Exchange Commission

One Solution Place

100 F Street, N.E.

Washington, D.C. 20549-4561

    Attn:

    Chris White

    Craig Wilson

    Re:

    Network Appliance, Inc.

    Review of Form 10-K
for the fiscal year
ended April 30, 2005,
Form 10-K for the
fiscal year ended
April 30, 2006, and Form 10-Q for the
Quarterly Period Ended
July 28, 2006, Form
10-Q for the Quarterly
Period Ended October
27, 2006

    File No. 000-27130

Ladies and Gentlemen:

     Network Appliance (the “Company”) submits this letter in response to comments from the Staff
of the Securities and Exchange Commission (the “Staff”) received by letter dated February 7, 2007
relating to the Company’s Form 10-K for the fiscal year ended April 30, 2005, Form 10-K for the
fiscal year ended April 30, 2006, and Form 10-Q for the quarterly period ended July 28, 2006 and
Form 10-Q for the quarterly period ended October 27, 2006.

Page 1

     In this letter, we have recited the comments from the Staff in italicized, bold type and have
followed each comment with the Company’s response.

     Form 10-K for the Fiscal Year Ended April 30, 2005

     Critical Accounting Estimates and Policies, page 36

    1.

    Your response to prior comment number 1 indicates that you will consider further
discussion of estimates and/or judgments that you apply when determining whether you have
established VSOE of fair value for the undelivered elements in your arrangements. We note
that you have not included any additional disclosure about such estimates and/or judgments
in your Form 10-Q for the quarterly period ended October 27, 2006 (which was filed on
December 6, 2006). However, your response to comment number 2 from your letter dated
August 31, 2006 stated that you apply material estimates and/or judgments in determining
whether VSOE can be established for the undelivered elements in your arrangements. Based
on your response to comment number 2 from your letter dated December 21, 2006, it appears
that material estimates and judgments are involved in your analysis of the concentration
of pricing of separate sales in determining whether VSOE of fair value of your undelivered
elements exists. Please confirm that you will discuss in future filings what appear to be
these material estimates and judgments and the assumptions you apply when determining that
you have established VSOE of fair value for the undelivered elements in your arrangements.

The Company advises the Staff that we have revised our Significant Accounting Policies and Use of
Estimates in our Form 10-Q as follows:

    If the arrangement contains both software-related and non-software-related elements,
we allocate revenue to the non-software elements based on objective and reliable
evidence of fair value in accordance with Emerging Issues Task Force (“EITF”) 00-21,
Revenue Arrangements with Multiple Deliverables. Non-software elements are items for
which the functionality of the software is not essential to its performance; the
non-software-related elements in our arrangements may consist of storage optimization
reviews (which are sold only within a bundled service offering that also contains
software-related services), technical consulting, and/or installation services. For
undelivered software-related elements, we apply the provisions of SOP No. 97-2 and
determine fair value of these undelivered software-related elements based on
vendor-specific objective evidence which for us consists of the prices charged when
these services are sold separately. To determine the fair value of our
undelivered elements, we analyze both the selling prices when the elements are sold
separately as well as the concentrations of those prices. We believe these
concentrations have been sufficient to enable us to

Page 2

    establish VSOE or objective and reliable evidence of fair value for the
undelivered elements. If VSOE or objective and reliable evidence cannot be
obtained to establish fair value of the undelivered elements, revenue from the entire
arrangement would be deferred and recognized once these elements are delivered or
fair value is established.

     Note 2. Significant Accounting Policies

     Revenue Recognition and Allowances, page 65

    2.

    We note your response to prior comment number 2 with respect to your policy for
establishing fair value of the undelivered elements in your arrangements and are in the
process of reviewing your response. We further note the information being analyzed in
your response relates to your population of separate sales (i.e. renewals) in fiscal year
2005 as originally provided in your May 31, 2006 letter. Please update the analysis
provided in the Appendix to your May 31, 2006 letter for your separate sales in fiscal
year 2006. That is, please provide the fiscal year 2006 information demonstrating that
you have established VSOE of the fair value of the software PCS and bundled premium
hardware maintenance/PCS elements and objective and reliable evidence of the fair value of
the bundled storage reviews/premium hardware maintenance/PCS for both your top enterprise
accounts and your non-top enterprise accounts.

    See attached appendix 1.

    3.

    Your response to prior comment number 3 states that “the storage review services
represent an element of the combined unit of accounting that is not insignificant based on
the estimated relative fair value of approximately 20% of the fair value of the
undelivered bundled arrangement.” We further note your reference to the interpretive
guidance of the Miller Revenue Recognition guidance cited in your August 31, 2006 letter.
Please clarify how you have considered other interpretive guidance when determining that
the guidance in the Miller Revenue Recognition guide is the appropriate interpretive
guidance to apply to your arrangements based on your facts and circumstances. In addition
tell us how the application of other interpretive guidance would impact the allocation and
recognition of the elements in this bundled unit of accounting. Tell us how you
considered an interpretation that suggests revenue recognition of the combined unit of
accounting based on the revenue recognition guidance otherwise applicable to the
predominant deliverable in the unit of accounting. Please clarify how the application of
this interpretation would impact the allocation and recognition of the elements in your
bundled unit of accounting.

Page 3

    The Company advises the Staff that it considered other interpretive guidance as well as the
Miller Revenue Recognition Guide (the Miller Guide) in determining the appropriate
accounting for multiple element arrangements when Software PCS, premium hardware
maintenance and storage review services are sold as a combined bundle. As discussed in our
previous response, we have concluded that the Software PCS, premium hardware maintenance
and storage review services represent a combined unit of accounting. Based on our review,
we considered the following two questions:

    First, should the storage reviews be considered insignificant and excluded from the
consideration of the accounting for the undelivered elements? Ernst & Young’s publication
entitled, “Revenue Arrangements with Multiple Deliverables – EITF Issue No. 00-21” (EY’s
guidance) indicated that, if the deliverable were assessed as “so insignificant”, it would
not be considered as a deliverable for applying the provisions of EITF 00-21 and that no
revenue should be allocated to that deliverable.1 However, KPMG’s publication
entitled “Accounting for Revenue Arrangements with Multiple Deliverables – An Analysis of
EITF Issue 00-21” indicated that minor deliverables could not be excluded from the
provisions of EITF 00-21.2 The Miller Revenue Recognition Guide does not
explicitly address this issue.

    Because the storage review services represent 20% of the fair value of the combined bundle,
we concluded these services could not be considered “so insignificant” and believe they
must be considered as a deliverable in applying the provisions of EITF 00-21. As can be
seen in the data provided in Appendix I, there are little differences between the weighted
average discounts from our list prices when storage reviews are included or excluded from a
bundled element at time of renewal; these differences were only 4.0% and 2.6% for non-TEA
[Top Enterprise Account] and TEA customers, respectively, in FY 05 and 2.6% and 4.1% in FY
06, respectively. The similarity in discounting when storage reviews are included or
excluded in the renewal bundle indicates that the customer thoroughly considers the
decision to purchase a bundle that contains storage review services; they do not consider
such services as a “free” or insignificant service. Accordingly, we do not believe it is
appropriate to consider the storage

    1

    8-1 Question: Are there instances in which a
deliverable is identified, but should not be evaluated under Issue 00-21?
Response: Generally, all deliverables within an arrangement should be evaluated
to determine if they should be accounted for as separate units of accounting.
However, there may be situations in which an item included in an arrangement
is, at the inception of the arrangement, assessed as so insignificant to the
overall arrangement that consideration of it as a separate deliverable is not
warranted from a cost/benefit perspective. In such situations, no revenue is
allocated to the insignificant deliverable and its status as a delivered or
undelivered item does not effect the determination of whether other
deliverables included in the arrangement should be considered separate units
of accounting. In essence, such an item is not considered a deliverable when
applying the provisions of Issue 00-21.

    2

    Question 9.2 — Can minor deliverables be
excluded from the guidance in EITF 00-21? Answer 9.2 – No. The consensus
should be applied to all deliverables in the arrangement......

Page 4

    review services as so insignificant that it may be ignored as a deliverable under our
analysis of EITF 00-21.

    Secondly, we considered whether the revenue recognition for the combined unit of accounting
should be based on the accounting for the “predominant deliverable.” Question 10-1 of EY’s
guidance contained the only reference to the concept of a predominant deliverable:

    Question: How should revenue be recognized when deliverables included in an
arrangement are accounted for as one unit of accounting?

    Response: Determining the appropriate revenue recognition model to follow when
multiple deliverables do not meet the separation criteria pursuant to Issue 00-21,
and therefore should be treated as a combined unit of accounting, requires the use
of professional judgment and is dependent on the relevant facts and
circumstances....The presumption that the final deliverable revenue recognition model
should be applied may be overcome based on the facts and circumstances of the
arrangement. For example, it may be inappropriate to apply a revenue recognition
model based on the final deliverable included in the arrangement when one
deliverable included in the arrangement clearly comprises the majority of the value
of the overall combined unit of accounting (that is, it is the predominant
deliverable included in the arrangement). In such cases, it may be appropriate to
recognize revenue for the combined unit of accounting based on the revenue
recognition guidance otherwise applicable to the predominant deliverable. [emphasis
added]

    We concluded that the EY guidance was not applicable in our situation because the context
in which the EY guidance proposes the use of the predominant deliverable method is as an
alternative to the final deliverable recognition model; that is, in situations where all
revenue would otherwise be deferred in total until the final deliverable occurred. The
Miller Guide also suggests the final deliverable model is the appropriate recognition model
for a combined unit of accounting when elements did not qualify for separation because of a
lack of objective and reliable evidence of fair value. Furthermore, the Miller Guide does
not specify the predominant deliverable model as an alternative (see page 4.52). In the
Company’s case, all of the deliverables in its combined unit of accounting – software PCS,
premium hardware maintenance and storage review services, are delivered over
contemporaneous periods and all three elements should be recognized using a straight-line
method over the same period. Unlike the EY guidance, the Miller Guide specifically
addresses the appropriate accounting model when SOP 97-2 elements are combined with non-SOP
97-2 elements in one unit of accounting. Since our arrangements include non-SOP 97-2
elements as well as SOP 97-2 elements we concluded that the guidance in the Miller Guide
that specifically addresses these types of arrangements is the most relevant guidance to
our arrangements.

Page 5

    Based on our conclusions, we did not consider an interpretation that would have excluded
storage review services from the determination of the appropriate revenue recognition model
for this combined unit of accounting. Such an interpretation may require the application
of SOP 97-2 to this bundled unit of accounting. Had we reached the conclusion that 97-2
should be applied to this bundled unit of accounting, the following additional procedures
would be required:

    •

    Because 97-2 requires VSOE for all undelivered elements, we would have
evaluated whether our current data was sufficiently concentrated to conclude
whether or not we had VSOE for the combined undelivered element which included
storage reviews for any of our reporting periods.

    •

    If we did not have VSOE for this combined undelivered element for certain
reporting periods, we would have performed further analysis of our separate sales
information to determine whether there were subgroups of customers within each of
the two categories previously identified (TEA and other) that had sufficient
concentrations to conclude that we had VSOE for some or all of these subgroups.

    •

    In the event that there were categories for which we concluded that VSOE was
required and had not been established, then, in accordance with SOP 97-2, hardware
and software revenue for each of the arrangements within those subgroups would be
initially deferred and recognized ratably over the service period; in addition,
certain direct incremental costs related to these arrangements may qualify to be
capitalized and amortized over the service period.

    •

    In order to identify how much revenue should be deferred and costs capitalized,
an invoice-by-invoice analysis would be required to identify those systems sales
which included storage review services as part of the arrangement.

    This represents a significant and time consuming exercise which we have not performed and
therefore are unable to quantify the impact of this interpretation; however we make the
following observations:

    •

    As noted in our May 31, 2006 letter to the Staff, approximately 25% of our FY
2005 system sales included storage system reviews; as a result, if it were
determined that VSOE were required and not been established for all of our
arrangements which contained storage system reviews, the impact would be a
substantial reduction in reported product revenues for FY 05, which would be
amortized into product revenues in future years.

    •

    As can be seen from the data at Appendix I, the pricing obtained for bundled
elements which included storage system reviews became more concentrated in FY 06.
In addition, the pricing also fell within the VSOE ranges previously discussed
with the Staff (i.e., 76% of non-TEA and 79% of TEA pricing was within 15% above
or below the midpoint of the

Page 6

    range). Therefore, a s

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VIA EDGAR

March 30,
2007

    ATTN:

    Mr. Craig Wilson

    Mr. Chris White

    Re:

    Network Appliance, Inc.

    Review of Form 10-K for the
fiscal year ended April 30, 2005; Form 10-K for the fiscal year ended April 30, 2006;

Form 10-Q for Quarterly Period Ended July 28, 2006;
Form 10-Q for Quarterly Period Ended October 27, 2006

    File No. 000-27130

Dear Mr. White:

     Reference is made to the
 comment letter received from
the Securities and Exchange Commission (the “Commission”)
dated February 7, 2007 by Network
Appliance, Inc. (the “Company”) regarding the
Commission’s review of the above-referenced filings. Your office
originally granted us an extension to file our response letter by
March 30, 2007. However, in
light of our call with you yesterday, the Company will require
additional time in order to revise its response to reflect our
discussion with you yesterday. Therefore, the Company respectfully requests that it be granted an extension
until April 6, 2007 to provide a
response to the comment letter. Please contact the undersigned if you wish to discuss
 our request for an
extension.

Sincerely,

/s/
Andrew Kryder

Andrew Kryder

Senior Vice President Legal and Tax

General Counsel

Network Appliance, Inc.

cc: Steve Bochner

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VIA EDGAR

February 21,
2007

    ATTN:

    Mr. Craig Wilson

    Mr. Chris White

    Re:

    Network Appliance, Inc.

    Review of Form 10-K for the
fiscal year ended April 30, 2005; Form 10-K for the fiscal year ended April 30, 2006;

Form 10-Q for Quarterly Period Ended July 28, 2006;
Form 10-Q for Quarterly Period Ended October 27, 2006

    File No. 000-27130

Dear Mr. White:

     Reference is made to the
 comment letter received from
the Securities and Exchange Commission (the “Commission”)
dated February 7, 2007 by Network
Appliance, Inc. (the “Company”) regarding the Commission’s review of the above-referenced filings.
The Company respectfully requests that it be granted an extension
until March 30, 2007 to provide a
response to the comment letter. The Company intends to file its next Form 10-Q in early March and is also preparing for an
 Analysts’ Day conference
on March 13, 2007. These two projects will require significant commitments of time on the part of our finance and
 legal
groups such that the Company would not have sufficient time and resources to respond to the comment letter before the
 end of March.
This extension will enable the Company to more thoroughly review
and respond to the comments in light of these other commitments. Please contact the undersigned if you wish to discuss
 our request for an
extension.

Sincerely,

/s/
Andrew Kryder

Andrew Kryder

Senior Vice President Legal and Tax

General Counsel

Network Appliance, Inc.

cc: Steve Bochner

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December 21, 2006

Via FedEx: 7906.3474.4880

Via EDGAR

Securities and Exchange Commission

One Solution Place

100 F Street, N.E.

Washington, D.C. 20549-4561

    Attn:

    Chris White

Craig Wilson

    Re:

    Network Appliance

    Review of Form 10-K for the fiscal year ended April 30, 2005,
filed on July 8, 2005,

    and Forms 8-K, filed
August 17, 2005 and
November 16, 2005

    File No. 000-27130

Ladies and Gentlemen:

     Network Appliance (the “Company”) submits this letter in response to comments from the Staff
of the Securities and Exchange Commission (the “Staff”) received by letter dated November 15, 2006
relating to the Company’s Form 10-K for the fiscal year ended April 30, 2005, filed July 8, 2005,
and Forms 8-K filed on August 17, 2005 and November 16, 2005.

Page 1

     In this letter, we have recited the comments from the Staff in italicized, bold type and have
followed each comment with the Company’s response.

     Form 10-K for the Fiscal Year Ended April 30, 2005

     Critical Accounting Estimates and Policies, page 36

    1.

    We note the planned revisions to your critical accounting estimates and policies in
response to prior comment number 2. Your response indicates there are material estimates
and/or judgments in determining whether VSOE can be established for the undelivered
elements in your arrangements. Consider revising future filings to discuss these
estimates and/or judgments and the assumptions you apply when determining that you have
established VSOE of fair value for the undelivered elements in your arrangements .

    The Company advises the Staff in future filings we will consider further discussion of
estimates and/or judgments and assumptions that we apply.

     Note 2. Significant Accounting Policies

     Revenue Recognition and Allowances, page 65

    2.

    We note your response to prior comment number 8, which indicates that you are not
aware of any authoritative accounting literature that provides guidance regarding the
concentration in pricing that is required before a vendor can reasonably conclude that
VSOE of fair value exists. However, your response to comment number 7 from your May 31,
2006 letter states that you analyze separate sales transactions to determine whether your
pricing is sufficiently concentrated to enable you to establish VSOE of fair value for
your undelivered elements. We further note that “in all cases where [you] believe VSOE is
required to establish fair value, more that 75 percent above and below the midpoint of the
range that contains the highest number of separate sales transactions.” Therefore, based
on your responses, it appears your accounting policy considered the concentration of
pricing of separate sales to determine whether VSOE of fair value of your undelivered
elements exits. If this is correct, clarify why you believe your range of separate sales
and concentration of separate sales is appropriately narrow and significantly concentrated
to establish VSOE of fair value of your undelivered elements. In this respect, we note
your policy does not comply with any of the non-authoritative interpretive guidance you
referenced in your response. Please advise.

    The Company advises the Staff that its observation is correct, that we considered the
concentration of pricing of separate sales in determining whether VSOE of fair value of our
undelivered elements exists. We considered the non-authoritative interpretive guidance
cited in our previous response in establishing our accounting policies for undelivered
elements, including what constitutes an

Page 2

    acceptable concentration to determine that VSOE exists and whether VSOE should be
established as a single-point estimate or an acceptable range.

    As described in the Appendix to our May 31, 2006 letter, the four categories of separate
renewal sales which required VSOE for the undelivered elements at time of product sale had
concentrations of 77%, 78%, 84%, and 89% within a range that is 15% above and below the
midpoint of that range. We believe our methodology both 1) meets the guidelines in the
KPMG guidance of “approaching 80% of the sales transactions for that stratum” [emphasis
added] and 2) significantly exceeds the commonly recognized mathematical significance of
67%, which is the concentration used in determining the distribution of observations within
a population that fall within one standard deviation from its mean. We believe the
guidance contained in the various firms’ publications indicate there is no “bright line”
for concluding whether VSOE exists when there is variability in the prices of separate
sales. For example, in a situation where 70% of separate sales transactions were priced at
the exact same discount rate, and the remaining 30% were priced at various other discounts
that were more than 15% lower than the 70% of the transactions priced at the identical
discount, it would appear to us that VSOE of fair value using the 70% of separate sales at
the same discount could still be established in that situation. We continue to believe that
concentration levels of 75% or more within a range of 15% above and below the midpoint are
sufficient to conclude that VSOE exists to determine the fair value of our undelivered
elements.

    3.

    We note your response to prior comment number 10, which indicates that you have
concluded the combined element of software PCS, premium hardware maintenance and storage
review services are not subject to SOP 97-2, but rather subject to the general revenue
recognition principles of SAB Topic 13. Clarify how you have evaluated the significance
of the storage review services compared to the other elements in the unit of accounting
when arriving at this conclusion. That is, we note your response to comment number 7 from
your May 31, 2005 letter, which states the storage review services “represent the smallest
category sold at the time of system sales. This service had a fair value time of sale for
2005 system sales of $17 million, which represents less than 1% of consolidated revenues
of the Company and, in aggregate, 5% of the value of the total undelivered elements at the
time of sale.” Therefore, please clarify why you believe it is appropriate to conclude
that your least significant element in your combined unit of accounting should dictate the
accounting literature you should apply to the unit of accounting.

    The Company advises the Staff that storage review services represent approximately 20% of
the fair value of the undelivered services when storage reviews are included in the bundled
element purchased by our customers, which represents a significant component of those
arrangements. The $17 million of revenues and the related percentages noted for our
storage review services arise

Page 3

    because, for fiscal 2005, the amount of combined software PCS, premium hardware maintenance
and storage review service bundles represented approximately 30% of the total dollar amount
of bundled arrangements purchased by our customers at the time of initial system sale.
However, for those bundled arrangements which included storage review services, the
estimated relative fair value of the storage review services represented approximately 20%
of the total fair value of the undelivered elements within the bundle (i.e., software PCS,
premium hardware maintenance, and storage review services) based on our list prices. (We
discuss in more detail our basis for using list price to determine relative fair value in
our response to comment 5 below.)

    We believe (as discussed in more detail in our response to comment 4 below) that storage
optimization reviews are not software or software-related, and therefore not subject to
97-2. Our August 31, 2006 response to comment 10 described the reasons we believe the
software PCS, premium hardware maintenance and storage review bundle could not be separated
under EITF 00-21 between its SOP 97-2 software and software-related elements and non-SOP
97-2 elements. We note that the storage review services represent an element of the
combined unit of accounting that is not insignificant based on the estimated relative fair
value of approximately 20% of the fair value of the undelivered bundled arrangement. We
further note that the Miller Revenue Recognition guidance cited in our August 31, 2006
letter1 indicates the inclusion of any non-SOP 97-2 elements would prohibit the
application of SOP 97-2 to the combined unit of accounting. Accordingly, we believe that
EITF 00-21 is the appropriate guidance to apply to determine the fair value of these
bundled arrangements.

    4.

    Further clarify how you determined software is not essential to the functionality of
these storage review services and hence, that the storage review services are not
software-related pursuant to EITF 03-5. In this respect, we note from your response to
prior comment number 10 that these services include monitoring and data collection
activities. Please expand your description of these monitoring and data collection
activities. Clarify whether these services could be performed or rendered to your
customers without the customer’s acquisition of the software. In other words, tell us
whether your customers purchase the storage review services without purchasing the
software.

    1

    “As discussed earlier in this
chapter, separation of a multiple-element arrangement that includes SOP
97-2 software and software related elements and non-SOP 97-2 elements
should be based on the guidance in EITF 00-21. If the application of
EITF 00-21 results in a conclusion that the elements should not be
separated, then the general revenue recognition principles apply to the
bundled arrangement (for an SEC registrant, this would be SAB Topic 13).
In other words, SOP 97-2 should not be applied to determine when revenue
should be recognized since the bundled group of elements does not fall
within the scope of SOP 97-2.” (Miller Revenue Recognition Guide,
pages 10.52-53)

Page 4

    The Company acknowledges that in all cases where storage review services are performed, the
customer has purchased our proprietary operating system software. The issue, we believe,
is not whether the systems on which we perform storage reviews have our operating software,
but whether it is that operating software, or other software purchased by the customer,
which enables the monitoring and data collection activities. The Company advises the Staff
that we utilize a separate, NetApp-proprietary, software program to assist in performing
the monitoring and data collection activities which are part of our storage review
services. This software program is owned by the Company and is not available for sale to
our customers. This software program includes elements which are installed on the
customer’s hardware for the term of the service to gather performance data of the system
and transmit it electronically, as well as elements installed on NetApp-owned hardware to
receive, collect, and analyze that information. This software is the tool which enables us
to most efficiently provide the storage review services we offer. A third-party provider
of storage review services would need to develop their own data collection tools, either
manual or electronic, to perform these services.

    The software program we use to perform our data collection and monitoring efforts is not an
element that is sold with any of our product revenue transactions nor is it essential to
the functionality of the software that is an element to our product revenue transactions.
Based on these facts, we have concluded that the storage review service is not a
software-related element of our transactions and is appropriately accounted for outside the
scope of SOP 97-2.

    5.

    We note your response to prior comment number 12, which states that you present
revenue (and cost of revenue) from the bundled software subscription and premium hardware
maintenance in separate financial statement captions. Where there is a lack of fair value
among the arrangement elements, SOP 97-2 and EITF 00-21 prohibit separation of the total
arrangement fee for recognition purposes. Please explain your methodology and basis for
separation of elements in bundled arrangements within your income statement. Describe to
us other possible allocation methodologies for income statement presentation purposes that
you considered but rejected.

    The Company advises the Staff that, as noted in its previous responses, it does not have
information regarding separate sales of premium hardware maintenance or of storage review
services, and has determined the fair value of these services when sold as a bundle for
determining the fair value of these undelivered services for revenue recognition purposes.
Accordingly, the total fair value of these undelivered services is deferred and recognized
over the related service period.

    For income statement presentation purposes, we have concluded that all of these undelivered
items represent revenues from providing services, which require separate disclosure under
Regulation S-X 5-03(b)1, as discussed in more detail in

Page 5

    our response to comment 6 below. We have chosen to separate the amount of revenue that is
deferred and recognized over the service period relating to software PCS arrangements
separately from the other amounts of revenue that is recognized and included within other
service revenues. This presentation does not affect the timing of revenue recognition for
these undelivered elements (the total deferral is recognized over the same service period
for each of these elements), and therefore does not violate the guidance of either SOP 97-2
or EITF 00-21.

    In determining the amount to be separately presented for software PCS from the amounts
included in other service revenues, we considered two methods:

    •

    The residual method. As noted in our previous responses, we have VSOE for
software PCS when it is sold separately. Under the residual method, we would
calculate the amount of revenue to be deferred and amortized for all software PCS
included in initial product sales, whether sold as the only undelivered element or
when included within a combined unit of accounting, based on the VSOE fair value
rate for software PCS-only renewals; this amount would be deducted from the fair
value of the combined unit of accounting (calculated, as described in our previous
responses, based on the weighted average discount for each of the various bundled
arrangements when sold separately), and the remaining amount would be considered
the fair value of the premium hardware maintenance and storage review services and
classified as other service revenues.

    •

    The relative fair value method. As noted in our previous responses, all of our
services have stated list prices, which is the basis on which the pricing of these
services is negotiated with our customers. Under the relative fair value method,
we would use these stated list prices as the basis to determine the fair value of
the various elements sold at the time of initial product sale. For those sales
that included undelivered elements of software PCS, premium hardware maintenance
and storage review services, the overall weighted average discount used to
determine the total fair value of these combined units of accounting would be
applied against the list price of each of the elements in the combined unit to
determine their fair value.

    We also noted the guidance in paragraph 10-2 in E&Y’s booklet “Revenue Arrangements with
Multiple Deliverables — EITF Issue No. 00-21” which states in part:

    Regulation S-X, Rule 5-03(b), requires that public registrants separately present
revenues from the sale of products and revenues from providing services in the
income statement. When products and services included in an arrangement are not
separable and are a

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VIA EDGAR

November 20, 2006

    ATTN:

    Mr. Craig Wilson

    Mr. Chris White

    Re:

    Network Appliance, Inc.

    Review of Form 10-K for the
fiscal year ended April 30, 2005; Form 10-K for the fiscal year ended April 30, 2006;

Form 10-Q for Quarterly Period Ended July 28, 2006

    File No. 000-27130

Dear Mr. White:

     Reference is made to the comment letter received from
the Securities and Exchange Commission (the “Commission”)
dated November 15, 2006 by Network
Appliance, Inc. (the “Company”) regarding the Commission’s review of the above-referenced filings.
The Company respectfully requests that it be granted an extension
until December 22, 2006 to provide a
response to the comment letter. This extension will enable the Company to more thoroughly review
and respond to the comments, particularly in light of the holiday
season. Please contact the undersigned if you wish to discuss our request for an
extension.

Sincerely,

/s/
Andrew Kryder

Andrew Kryder

Senior Vice President Legal and Tax

General Counsel

Network Appliance, Inc.

cc: Steve Bochner

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August 31, 2006

Via FedEx: 7915.3967.4830

Via EDGAR

Securities and Exchange Commission

One Solution Place

100 F Street, N.E.

Washington, D.C. 20549-4561

    Attn:

    Chris White

    Craig Wilson

    Re:

    Network Appliance, Inc.

    Review of Form 10-K
for the fiscal year
ended April 30, 2005,
and fiscal year ended
April 30, 2006

    and Forms 8-K, filed
August 17, 2005,
November 16, 2005,
February 15, 2006, and
May 24, 2006

    File No. 000-27130

Ladies and Gentlemen:

     Network Appliance (the “Company”) submits this letter in response to comments from the Staff
of the Securities and Exchange Commission (the “Staff”) received by letter dated July 28, 2006
relating to the Company’s Forms 10-K for the fiscal year ended April 30, 2005, and fiscal year
ended April 30, 2006, and Forms 8-K filed on August 17, 2005, November 16, 2005, February 15, 2006,
and May 24, 2006.

     In this letter, we have recited the comments from the Staff in italicized, bold type and have
followed each comment with the Company’s response.

Page 1

Form 10-K for the Fiscal Year Ended April 30, 2006

Item 7. Management’s Discussion and Analysis of Finance Condition and Results of
Operations

Overview, page 34

    1.

    We note your response to prior comment number 1, which states, “the key indicators
of financial condition and operating performance disclosed in its Form 10-K include many
of the same indicators management reviews in assessing the financial performance of its
business and discusses in its analyst calls and investors presentations.” In preparing
MD&A, financial measures generally are the starting point in understanding your key
variables and other factors impacting the business. In your Management Discussion Section
of the Fourth Quarter 2006 Earnings Call, dated May 24, 2006, you disclosed non-financial
key indicators of operating performance that you have not disclosed in your Form 10-K. In
that discussion your CEO addresses non-financial indicators such as the increase in total
units shipped, average capacity and the amount of petabytes of storage shipped. Tell us
what consideration you gave to disclosure of these non-financial key variables and factors
used to manage your business. Disclosure would be required in your periodic reports if
this is material information to investors. See Section III.B.1 of SEC Release 33-8350,
“Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition
and Results of Operations.”

The Company advises the Staff that we have considered Section III.B.1 of SEC Release 38-8350,
“Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and
Results of Operations.” On our Fourth Quarter 2006 Earnings Call, our CEO discussed several
metrics including increases in units shipped and capacity increases for several of our
products. Although we do not consider these metrics to be key indicators of our business, we
do believe these metrics may provide further perspective and detail to our financial results.
The Company will continue to assess the significance of these and other variables and metrics
and will disclose such factors in future filings, beginning with our 10-Q for the period ended
July 31, 2006 as required by SEC rules and guidance.

Critical Accounting Estimates and Policies, page 36

    2.

    We note your response to prior comment number 2 and reissue and clarify the comment.
Your critical accounting policies should describe more fully your estimates and
assumptions that are highly uncertain or susceptible to change and the related material
impact on financial condition or operating performance. For example, your valuation of
goodwill and intangibles disclosure on page 38 states, “The allocation process requires
extensive use of estimates and assumptions, including estimates of future cash flows
expected to be generated by the acquired assets.” Your disclosure of such estimates and
assumptions should discuss why they bear risk of change, how you arrived at

Page 2

    the estimate, accuracy of the estimate/assumption in the past, how they have changed, and reasonably
likely future changes. It appears that you also use estimates and assumptions of future
taxable earnings to determine the adequacy of your deferred tax assets and to determine
your restructuring accrual. Please tell us the estimates and assumptions that are highly
uncertain or susceptible to change that you have identified and how you plan to address
any revision to disclosure to comply with Financial Reporting Release No. 60 and SEC
Release 33-8350, Section V.

The Company requests that the Staff review Appendix A for the Company’s response. To
facilitate the Staff’s review, in the Appendix we have displayed our Critical Accounting
Estimates and Policies in a matrix format to address why these estimates bear risk of change,
how the Company arrived at these estimates, the accuracy of estimates in the past, how the
estimates changed and reasonably likely future changes to these estimates. Planned revisions
are shown as underlined. The Company proposes to include these revised Critical Accounting
Estimates and Policies beginning in our Form 10-Q for the quarter ended July 28, 2006. Please
note that the discussion regarding “Accounting for Stock-Based Compensation” has also been
updated to reflect the adoption of SFAS 123(R) in this quarter.

New Accounting Standards, page 41

    3.

    We note your response to prior comment number 3 regarding the impact of implementing
SFAS 123R. Your response states, “We are still assessing the impact and will complete the
assessment at the end of our first fiscal quarter of 2007.” We further note you have
disclosed the impact of implementing SFAS 123R on your first quarter of 2007 on page 43.
Clarify whether you have estimated the quantitative impact the standard is expected to
have on your financial statements for the fiscal year ended April 30, 2007. In this
respect, we note your fiscal year 2007 outlook discussed in your Form 8-K filed on May 24,
2006, which provides earnings guidance for your year ended 2007.

The Company advises the Staff that in the annual guidance provided in our fiscal 2007 outlook,
we noted the difficulty of estimating stock compensation expense for the year given the
unpredictable nature of variables such as the Company’s stock price, number of options to be
granted, volatility and associated income tax impacts. Therefore, we estimated a target range
based upon assumptions existing at the time of the guidance. Given the close proximity of the
first quarter relative to May 24, 2006, we were able to provide a more accurate estimate of
the impact of adoption of SFAS 123(R) on our first quarter earnings which we disclosed in our
Form 10-K than for our full fiscal year 2007. We have now finalized our analysis of the impact
of SFAS 123(R) on our fiscal year 2007 projections and will include the estimate in our Form
10-Q for the quarter ended July 28, 2006.

Page 3

Results of Operations

Fiscal 2006 Compared to Fiscal 2005, page 44

    4.

    Your response to prior comment number 4 states you “will continue to evaluate and
disclose as appropriate the quantification of positive and negative factors affecting
revenues.” Your disclosure states product revenues were favorably affected by increased
revenues from current products and the introduction of new products. Your disclosure also
states product revenues were negatively affected by lower-cost-per-megabyte disks and
declining average selling prices and units shipped of your older products. However, your
disclosure does not quantify the impact of the favorable and negative factors that affect
product revenues. Therefore we reissue the portion of prior comment number 4 which
requests you to quantify the extent, to which increases in revenues are attributable to
increases in prices, the volume of goods or services being sold, or to the introduction of
new products or services. We refer you to Regulation S-K, Item 303(a)(3)(iii).

    The Company advises the staff that it will further enhance its disclosures to describe
changes in revenue beginning with its Form 10-Q for the quarter ended July 28, 2006. Our
disclosure will quantify the impact of meaningful favorable and negative factors affecting
product revenues. Some of the factors we will consider for quantifying include:

    •

    Revenue increases due to new products

    •

    Revenue increases due to unit and volume increases

    •

    Revenue changes due to pricing and configurations on existing products

    •

    Revenue changes due to sales to indirect channels

    •

    Impact of lower cost-per-megabyte disks

    •

    Decreases in revenue on products no longer shipped

Note 2. Significant Accounting Policies

Revenue Recognition and Allowance, page 65

    5.

    We note the portion of your response to prior comment number 6 which indicates your
server and storage device are in the scope of SOP 97-2. That is, your response concludes
“[Y]our firmware and operating software are essential to the functionality of [y]our
storage devices. Accordingly, [you] believe that SOP 97-2 applies to the hardware servers
and storage devices [you] sell.” Clarify whether you have concluded that your software is
essential to the functionality of your server. As part of your response, tell us whether
the server has substantive functionality without the software. In addition, clarify how
you have determined your software is essential to the functionality of your storage
device. Tell us whether the storage device has substantive functionality without the
software.

Page 4

The Company advises the Staff that with regard to both our servers and storage devices, our
proprietary operating system software, or “microcode” is essential to the functionality of both our
server and our storage devices.

As is relates to our servers, which are effectively “appliances” that perform uniquely due to our
patented ONTAP WAFL (write anywhere file layout) microcode required to operate the system, the
hardware is not useful for the purpose designed without such microcode.

While it is theoretically possible for the server to be used without this microcode, it would
require significant research and development effort to develop or customize another operating
system to operate the server as intended as a storage device. Our proprietary microcode does not
provide support for running other third-party applications. Additionally, the custom hardware
design would make it difficult and uneconomical for our server to function as a general purpose
server. Therefore, our server does not have substantive functionality without our operating
software.

We commonly refer to the hardware component of our server as the “filer head” that operates as a
unique appliance to store and manage data only when our specialized storage devices have been
connected and both are running with our proprietary operating system. The functionality and
feature set provided by the combination of our server, our software and our storage devices is what
we refer to as of “appliance simplicity”, one of our key marketing strategies, and it is this value
proposition that contributes to margins significantly higher than a general purpose device.
Additionally, our proprietary operating system software is not “general purpose” and does not run
on other vendors’ hardware.

Regarding our storage devices, as previously noted, our proprietary firmware is required to allow
our storage devices to operate with our servers. This firmware, which is built into the storage
device, makes the device only compatible with our server. i.e., it cannot be connected to a
competitor’s server or otherwise connected to a customer’s network. Likewise, the disk drives
inside the storage device are customized to our specifications and will only operate within our
storage device; they cannot be removed and used outside of the storage device. The storage device’s
functionality is dependent on both our firmware and our operating software which allows the server
to access the storage capacity of the device. Therefore, the storage device does not have
substantive functionality without our operating software.

Accordingly, we have referenced EITF 03-5 and concluded that because the software is essential to
the functionality of the hardware, the hardware should be considered software related and therefore
subject to the provisions of SOP 97-2.

    6.

    We note the portion of your response to prior comment number 6 which indicates
hardware installation services are not in the scope of SOP 97-2. We note your conclusion
is based on the fact that software is not essential to the functionality of the
installation service. Tell us how your separation of the

Page 5

    installation services as a
separate unit of accounting complies with EITF 00-21. As part of your response, clarify
how you have determined there is objective and reliable evidence of fair value of the
hardware installation services; we refer you to paragraph 9 of the EITF 00-21. Further
explain the basis for your revenue and expense recognition and timing for installation
services and reference the authoritative literature supporting your accounting.

The Company advises the Staff that we did not apply either SOP 97-2 or EITF 00-21 to determine
whether installation services represent a separate unit of accounting because we concluded that the
portion of undelivered services at the time of delivery are considered an inconsequential and
perfunctory obligation under SAB Topic 13. Therefore we did not consider installation services an
element or deliverable in the arrangement. Accordingly, we accrued the cost of performing any
remaining services at the time of delivery of the system in order to match the revenue recognized
at the time.

If one were however to conclude that the installation services represent a deliverable in the
arrangement, the Company would be required to analyze such services under EITF 00-21 to determine
whether it may be accounted for as a separate unit of accounting. Paragraph 9 of EITF 00-21 lists
the following three criteria that have to be met in order for a deliverable to be accounted for as
a separate unit of accounting:

    a)

    The delivered item(s) has value to the customer on a standalone basis. That
item(s) has value on a standalone basis if it is sold separately by any vendor or the
customer could resell the delivered item(s) on a standalone basis. In the context of
a customer’s ability to resell the delivered item(s), the Task Force observed that
this criterion does not require the existence of an observable market for that
deliverable(s).

    b)

    There is objective and reliable evidence of the fair value of the undelivered
item(s).

    c)

    If the arrangement includes a general right of return relative to the
delivered item, delivery or performance of the undelivered item(s) is considered
probable and substantially in the control of the vendor.

We have concluded that our installation services would qualify as a separate unit of accounting
under paragraph 9 of EITF 00-21 because;

    a)

    Our system has value on a standalone basis to our customers. We believe the system
has standalone value because we often sell our system without installation services and
some of our customers do resell our systems on a stand-alone basis.

    b)

    We have sufficient objective and reliable evidence of the fair value for the
undelivered portion of the installation services which are performed after the system is
delivered and revenue is recognized. More specifically, as described in our previous
letter of May 31, 2006, 80% or more of the work covered by installation fees is typically
completed prior to shipment; the undelivered installation services at the time revenue is
recognized typically consist of 4 to 8 hours of work per

CORRESP
1
filename1.htm

corresp

VIA EDGAR

August 3, 2006

    ATTN:

    Mr. Craig Wilson

    Mr. Chris White

    Re:

    Network Appliance, Inc.

    Review of Form 10-K for the
fiscal year ended April 30, 2005; Form 10-K for the fiscal year ended April 30, 2006;

Forms 8-K filed on August 17, 2005, November 16, 2005, February 15, 2006 and May 24, 2006

    File No. 000-27130

Dear Mr. White:

     Thank
you for speaking to us yesterday. Reference is made to the comment letter received from
the Securities and Exchange Commission (the “Commission”) dated July 28, 2006 by Network
Appliance, Inc. (the “Company”) regarding the Commission’s review of the above-referenced filings.
The Company respectfully requests that it be granted an extension until September 8, 2006 to provide a
response to the comment letter. This extension will enable the Company to more thoroughly review
and respond to the comments, particularly in light of the various quarter-end activities currently
underway at the Company. Please contact the undersigned if you wish to discuss our request for an
extension.

Sincerely,

/s/
Andrew Kryder

Andrew Kryder

Senior Vice President Legal and Tax

General Counsel

Network Appliance, Inc.

cc: Steve Bochner

CORRESP
1
filename1.htm

corresp

May 31, 2006

Via EDGAR

Securities and Exchange Commission

One Solution Place

100 F Street, N.E.

Washington, D.C. 20549-4561

    Attn:

    Chris White

    Craig Wilson

    Re:

    Network Appliance

    Review of Form 10-K for the fiscal year ended April 30, 2005, filed on July 8, 2005,

    and Forms 8-K, filed August 17, 2005 and November 16, 2005

    File No. 000-27130

Ladies and Gentlemen:

     Network Appliance (the “Company”) submits this letter in response to comments from the Staff
of the Securities and Exchange Commission (the “Staff”) received by letter dated April 28, 2006
relating to the Company’s Form 10-K for the fiscal year ended
April 30, 2005, filed July 8, 2005,
and Forms 8-K filed on August 17, 2005 and November 16, 2005.

     In this letter, we have recited the comments from the Staff in italicized, bold type and have
followed each comment with the Company’s response.

    Form 10-K for the Fiscal Year Ended April 30, 2005

    Item 7. Management’s Discussion and Analysis of Finance Condition and Results of
Operations

    Overview, page 33

    1.

    Tell us what consideration you gave to disclosing key indicators of financial
condition and operating performance pursuant to Section III.B.1 of SEC Release. 33-8350,
Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition
and Results of Operations. As a part of your response, clarify the key variables and other
qualitative and quantitative factors you have identified that are necessary to understand
and evaluate your company.

    The Company considers the disclosure of key indicators of financial condition and operating
performance as a part of its disclosure controls associated with the
preparation and review of periodic reports filed with the Commission.

    In addition, the Company advises the Staff that the key indicators of financial condition
and operating performance disclosed in its Form 10-K include many of the same indicators
management reviews in assessing the financial performance of its business and discusses in
its analyst calls and investor presentations. The key indicators for which management
reviews levels and trends include:

    •

    Product, software subscription and service revenues

    •

    Product and service margins

    •

    Operating expenses

    •

    Other income/expense

    •

    Net profits

    •

    Tax rate

    •

    Cash flows

    •

    Balance sheet metrics (Cash balances, Days Sales Outstanding and inventory turns)

    The Company has also included qualitative disclosures about the industry and its business
including a discussion regarding consolidation in the storage industry. The Company’s
strategic investments are targeted to strong growth areas in the storage market such as
modular storage, data protection and grid computing. Further, the Company discussed
pricing declines in the industry which could have had an adverse impact on margins if not
offset by sales of software products and/or higher ASPs (Average Selling Prices). The
Company also discussed supplier constraint issues affecting the industry and the Company’s
response to such constraints.

    The Company will continue to review its disclosures to ensure that management’s key
financial indicators are disclosed and discussed in its financial filings.

    Critical Accounting Estimates and Policies, page 36

    2.

    Your critical accounting policies should describe more fully your estimates and
assumptions that are highly uncertain or susceptible to change and the related material
impact on financial condition of operating performance. Disclosure should be considered
as to why they bear risk of change, how you arrived at the estimate, accuracy of the
estimate/assumption in the past, how they have changed, and reasonably likely future
changes. For further disclosure guidance see Financial Reporting Release No. 60,
Cautionary Advice Regarding Disclosure About Critical Accounting Policies and Release No.
34-45907, Proposed Rule: Disclosure in Management’s Discussion and Analysis about the
Application of Critical Accounting Policies.

    The Company acknowledges the Staff’s comment. The Company will continue to assess the
appropriateness of its disclosures of Critical Accounting Estimates and Policies,
particularly with respect to those estimates and assumptions which are highly uncertain or
susceptible to change. The Company will also continue to review Financial Reporting Release No. 60 and make any appropriate changes in the filing of
its upcoming Form 10-K expected to be filed in early July 2006.

    New Accounting Standards, page 40

    3.

    Your disclosure states that the adoption of SFAS 123R will have a “significant impact
on our consolidated financial statements.” Tell us what consideration you gave to
disclosing the impact that is expected to have on your financial statements pursuant to
SAB Topic 11M with respect to the following:

    •

    A discussion of the quantitative impact that adoption of the standard is
expected to have on the financial statements, unless not known or reasonably
estimable and in that case include a statement to that effect.

    •

    Disclosure of the potential impact of other significant matters that you
believe might result from the adoption of the standard (such as technical
violation of debt covenant agreements, planned or intended changes in business
practices, etc.)

    The Company advises the Staff that, at the time of this disclosure, the Company had not
completed its analysis of the impact of adopting SFAS 123R. The Company based its
assessment of significance on the size of its pro-forma compensation expense, which
amounted to $81.7 million for the year ended April 30, 2005. As the Company is not
required to adopt this new standard until its first fiscal quarter of 2007, we have only
recently begun analyzing the provisions of SFAS 123R. We are still assessing the impact
and will complete the assessment at the end of our first fiscal quarter of 2007.
However, we anticipate that our disclosures in our Annual Report on Form 10-K for the year
ended April 30, 2006 will contain disclosures similar to other companies in their quarter
before adoption. The Company is not aware of any other changes in business practices and
does not expect any violations of debt covenants due to the adoption of SFAS 123R.

    Fiscal 2005 Compared to Fiscal 2004

    Product Revenues, page 42

    4.

    You disclose that “increase in product revenues was specifically attributable to
increased software licenses and software subscriptions and an increase in units shipped.”
You also disclose on page 42 that product revenues were negatively affected by
lower-cost-per-megabyte disk and declines both in average selling prices and older product
unit sales. Tell us your consideration of Regulation S-K,

    Item 303(a) (3) (ii) and (iii), which require you to disclose any known trends or uncertainties that have had or that you
reasonably expect will have a material favorable or unfavorable impact on net sales or
revenues or income from continuing operation. Address in your response the extent to
which increases in revenues are attributable to increases in prices, the volume of goods or
services being sold, or to the introduction of new products or services. In this respect
we believe you should quantify the impact of the favorable and negative factors that affect
product revenues. See Item 303 of Regulation S-K and the “Commission Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
Release 33-8350 for further disclosure guidance.

    We consider the requirement to disclose known trends and uncertainties that could have a
material impact on our results of operations, as required by Item 303 of Regulation S-K and
the Staff’s interpretive guidance, as an integral part of our disclosure controls. These
factors are carefully considered by management and our disclosure committee in preparing
our periodic reports, and such factors are reviewed with our Audit Committee in connection
with our disclosure processes.

    In response to the Staff’s request, please be advised that increases in product revenues
during fiscal 2005 were primarily attributable to an increase in units shipped of our
current products plus increased sales of software licenses. The increase in units shipped
and licenses sold was due to increased demand for the Company’s products including sales
through indirect channels (resellers, distributors and OEM partners). Service revenues
grew due to our increasing installed base and demand for longer-term service packages and
renewals of support contracts by existing customers.

    As requested by the Staff, we will continue to evaluate and disclose as appropriate the
quantification of positive and negative factors affecting product revenues. We will also
identify and address those key variables and other qualitative and quantitative factors
necessary for an understanding of our results of operations, and provide readers a view of
the company through the eyes of management.

    5.

    You also disclose 2005 to 2004 material changes in Service Revenues, International
total revenues and Product Gross Margin. In addition, you state that product gross margin
was favorably affected by “favorable product and add-on software mix” and negatively
affected by “increased sales through certain indirect channels, which typically carry a
lower gross margin than our direct sales.” When discussing material changes and the
impact of positive and negative factors, your analysis should provide the underlying
reasons or implications of changes and factors and the financial implications of any
trends events or uncertainties. See Item 303 of Regulation S-K and the “Commission
Guidance Regarding Management’s Discussion and Analysis of Financial

    Condition and Results of Operations,” Release 33-8350 for further disclosure guidance.

    The Company acknowledges the Staff’s comment. The Company will continue to consider and
disclose as appropriate its disclosures regarding material changes and the impact of
positive and negative factors to ensure we provide the underlying reasons and implications of any changes as well as the financial ramifications
of any events or uncertainties.

    Note 2. Significant Accounting Policies

    Revenue Recognition and Allowance, page 65

    6.

    We note you derive a significant portion of your sales from the resale of disk drives as
components of your storage system from your disclosure on page 25. This and other
disclosure noted in your filings indicates that your product revenue includes a hardware and
software element. For example we note the “add-on software” related to sales of your
current product portfolio as disclosed on page 42. Tell us how you considered EITF Issue
No. 03-5 when determining whether the non-software deliverable included in your arrangement
(hardware, hardware installation and hardware maintenance) are software related and included
in the scope of SOP 97-2.

    The Company advises the Staff that, as noted in its comment, our product revenue includes
both hardware and software. At the time of sale, we also offer our customers the option to
purchase:

    •

    hardware installation services; and

    •

    premium hardware maintenance service above our standard hardware warranty, which
provides either quicker replacement part delivery times, on-site technicians to
perform the hardware replacements, or both;

    The following discussion addresses our evaluation of whether the hardware, hardware
installation, and premium hardware maintenance elements of our arrangements are subject to
SOP 97-2:

    Hardware

    Our enterprise storage products consist of our server and our network storage devices. Our
server is a proprietary design which combines commodity hardware components and
proprietary operating system/database protocol software. (We do not sell this software to
operate on systems manufactured by other companies, nor do other manufacturers sell
operating system software to operate on our servers.) Our storage devices combine OEM
storage devices, such as disk drives, with proprietary connection hardware and software in
order to operate with our server. (As sold, these storage devices will only function when
connected to our server.) Customers typically purchase a server and one or more storage
devices. In order to expand their storage capacity, depending on their initial hardware
configuration, customers may need to purchase both an additional
server and storage device, or only additional storage devices. While our hardware primarily consists of
commodity-based components, our software provides the functionality for its intended use, and our storage devices operate only when attached to our server.

    Paragraph 2 of EITF 03-5, Applicability of AICPA Statement of Position 97-2 to Non-Software
Deliverables in an Arrangement Containing More-Than-Incidental Software indicates ”...if
the software is essential to the functionality of the hardware, the hardware would be
considered software-related and therefore, included within the scope of 97-2.” Our
firmware and operating software are essential to the functionality of our storage devices.
Accordingly, we believe that SOP 97-2 applies to the hardware servers and storage
devices we sell.

    Hardware Installation Services

    We offer hardware installation services to our customers. Our software comes preloaded on
our hardware at the time of shipment, so no software installation service is required.
Only 35% of our customers elect to use our hardware installation service. All of our other
customers choose to perform the installation themselves or make use of other third parties.

    Paragraph 2 of EITF 03-5 states that “Software-related elements include software products
and services such as those listed in paragraph 9 of SOP 97-21 as well as any
non-software deliverables(s) for which a software deliverable is essential to its
functionality.” We believe that hardware installation is a non-software deliverable
because the software is not essential to the functionality of the installation service,
which consists principally of installing the various hardware units in rack mounts and
cabling the components together, and therefore is outside the scope of SOP 97-2.
Accordingly, we have applied the provisions of SAB Topic 13 to the hardware installation
services. We have concluded that our installation services are an inconsequential and
perfunctory obligation under SAB Topic 13 because:

    •

    Installation is not essential to the functionality of our hardware.

    1

    Paragraph 9 of SOP 97-2 states:

    Software arrangements may provide licenses for multiple software deliverables (for example, software products, upgrades/enhancements, PCS, or services), which are termed multiple elements. A number of the elements may be described in the arrangement as being deliverable only on a when-and-if-available basis. When-and-if-available deliverables should be considered in determining whether an arrangement includes multiple elements. Accordingly, the requirements of this SOP with respect to arrangements that consist of multiple elements should be applied to all additional products and services specified in the arrangement, including those described as being deliverable only on a when-and-if-available basis.

    •

    Installation does not involve significant changes to the features or
capabilities of the equipment nor does it require building complex interfaces or
connections.

    •

    Much of the work covered by our installation fee, such as
customer site
inspection, configuration and rack mounting and kitting of cables and other
accessories, is done prior to shipment; the time to finalize the installation service following shipment to t

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Room 4561
      April 28, 2006

Steven J. Gomo
Chief Financial Officer
Network Appliance, Inc.
495 East Java Drive
Sunnyvale, CA 94089

Re: 	Network Appliance, Inc.
      Form 10-K for the fiscal year ended April 30, 2005
      Filed on July 8, 2005
      Form 8-Ks
      Filed on August 17, 2005 and November 16, 2005
      File No. 000-27130

Dear Mr. Gomo:

      We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosures.  Please be as detailed as necessary in your
explanations.  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 on 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 the Fiscal Year Ended April 30, 2005

Item  7.  Management`s Discussion and Analysis of Finance
Condition
and Results of Operations

Overview, page 33

1. Tell us what consideration you gave to disclosing key
indicators
of financial condition and operating performance pursuant to
Section
III.B.1 of SEC Release 33-8350, Commission Guidance Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations.  As part of your response, clarify the key
variables and other qualitative and quantitative factors you have
identified that are necessary to understand and evaluate your
company.

Critical Accounting Estimates and Polices, page 36

2. Your critical accounting policies should describe more fully
your
estimates and assumptions that are highly uncertain or susceptible
to
change and the related material impact on financial condition or
operating performance.  Disclosure should be considered as to why
they bear risk of change, how you arrived at the estimate,
accuracy
of the estimate/assumption in the past, how they have changed, and
reasonably likely future changes.  For further disclosure guidance
see Financial Reporting Release No. 60, Cautionary Advice
Regarding
Disclosure About Critical Accounting Policies and Release No. 34-
45907, Proposed Rule: Disclosure in Management`s Discussion and
Analysis about the Application of Critical Accounting Policies.

New Accounting Standards, page 40

3. Your disclosure states that the adoption of SFAS 123R will have
a
"significant impact on our consolidated financial statements."
Tell
us what consideration you gave to disclosing the impact that is
expected to have on your financial statements pursuant to SAB
Topic
11M with respect to the following:

* A discussion of the quantitative impact that adoption of the
standard is expected to have on the financial statements, unless
not
known or reasonably estimable and in that case include a statement
to
that effect.
* Disclosure of the potential impact of other significant matters
that you believe might result from the adoption of the standard
(such
as technical violations of debt covenant agreements, planned or
intended changes in business practices, etc.).

Fiscal 2005 Compared to Fiscal 2004

Product Revenues, page 42

4. You disclose that "increase in product revenues was
specifically
attributable to increased software licenses and software
subscriptions and an increase in units shipped."  You also
disclose
on page 42 that product revenues were negatively affected by
lower-
cost-per-megabyte disks and declines both in average selling
prices
and older product unit sales. Tell us your consideration of
Regulation S-K, Item 303(a) (3) (ii) and (iii), which require you
to
disclose any known trends or uncertainties that have had or that
you
reasonably expect will have a material favorable or unfavorable
impact on net sales or revenues or income from continuing
operations.
Address in your response the extent to which increases in revenues
are attributable to increases in prices, the volume of goods or
services being sold, or to the introduction of new products or
services.  In this respect, we believe you should quantify the
impact
of the favorable and negative factors that affect product
revenues.
See Item 303 of Regulation S-K and the "Commission Guidance
Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations," Release 33-8350 for further disclosure
guidance.

5. You also disclose 2005 to 2004 material changes in Service
Revenues, International total revenues and Product Gross Margin.
In
addition, you state that product gross margin was favorably
affected
by "favorable product and add-on software mix" and negatively
affected by "increased sales through certain indirect channels,
which
typically carry a lower gross margin than our direct sales."  When
discussing material changes and the impact of positive and
negative
factors, your analysis should provide the underlying reasons or
implications of changes and factors and the financial implications
of
any trends, events or uncertainties.  See Item 303 of Regulation
S-K
and the "Commission Guidance Regarding Management`s Discussion and
Analysis of Financial Condition and Results of Operations,"
Release
33-8350 for further disclosure guidance.

Note 2.  Significant Accounting Policies

Revenue Recognition and Allowance, page 65

6. We note you derive a significant portion of your sales from the
resale of disk drives as components of your storage system from
your
disclosure on page 25.  This and other disclosure noted in your
filing indicates that your product revenue includes a hardware and
software element. For example we note the "add-on software"
related
to sales of your current product portfolio as disclosed on page
42.
Tell us how you considered EITF Issue No. 03-5 when determining
whether the non-software deliverables included in your arrangement
(hardware, hardware installation and hardware maintenance) are
software related and included in the scope of SOP 97-2.

7. We note your arrangements include multiple elements and that
you
allocate revenue to each element using the residual method based
on
vendor specific objective evidence ("VSOE") of fair value of the
undelivered items.  Please address the following with respect to
your
policy for establishing VSOE of fair value of your elements.
* Clarify which elements of your arrangements that you have and
have
not established VSOE of fair value.
* Your disclosure indicates that VSOE of fair value is based on
the
price charged when the element is sold separately.  Please provide
your analysis that demonstrates how you have established VSOE of
fair
value for each element in accordance with paragraphs 10 and 57 of
SOP
97-2, as amended.
* We note that your software subscriptions and hardware
maintenance
can have terms of up to three years.  If you have established VSOE
of
fair value of these elements based on renewal rates, explain how
you
have determine that such rates are substantive in accordance with
TPA
5100.52.
* We note that you offer pricing discounts based on your
disclosure
on page 43.  This implies that you sell your products and services
at
varying prices.  Explain the types of discounts that you offer for
each element in your arrangements.  Clarify whether these
discounts
impact your ability to establish VSOE of fair value of the
elements
in your arrangements as there is no specific amount that
represents
VSOE of fair value.

8. We note your disclosure, "(i)f undelivered products or services
exist that are essential to the functionality of the delivered
product in the arrangement, delivery is not considered to have
occurred."  Clarify all post-delivery obligations that you include
in
your arrangements that cause you to determine that delivery has
not
occurred and whether such terms are typical provisions in your
arrangements.  Further, explain how you determine that the post-
delivery obligations have been satisfied and that delivery has
occurred.  For your multiple element arrangements that include
post-
delivery obligations, explain how the post-delivery obligations
impact the revenue recognition of the other elements in the
arrangement.

9. Where you have two or more undelivered elements in multiple
element arrangements, such as PCS and maintenance services
(comprised
of technical support and hardware maintenance), tell us how your
accounting and disclosure complies with paragraphs 12 and 58 of
SOP
97-2.

10. We note your disclosure that the software subscription element
of
your arrangements includes unspecified product upgrades and
enhancements on a when-and-if-available basis, bug fixes, and
patch
releases.  Please clarify the following with respect to this
disclosure.

* Please describe the various deliverables that comprise your
software subscription arrangements.
* Clarify whether software subscriptions are post contract
customer
support (PCS) as defined by paragraph 56 of SOP 97-2.  If so,
clarify
why you characterize amounts generated from PCS sales as product,
not
service revenues.
* Explain whether this element includes unspecified additional
software products and if so, explain your consideration of
paragraphs
48 and 49 of SOP 97-2.  Clarify how you differentiate between
unspecified product upgrades and additional software products.

11. We note you offer both recourse and non recourse lease
financing
arrangements to your customers based on your disclosure on page
91.
Your disclosure further indicates that the financing is provided
by
third-party leasing companies.  Clarify whether your involvement
in
this financing activity is limited to transferring financial
assets
(i.e. accounts receivable) to the third-party leasing companies.
If
so, tell us how you consider paragraph 9 of SFAS 140 when
determining
whether or not you have surrendered control of the transferred
receivables.  In addition, clarify whether you enter into
arrangements whereby you engage in leasing or financing activity
directly to your customers.

12. Tell us the components of deferred revenue and your
consideration
for disclosing such components.

Note 8.  Segment, Geographic, and Customer Information, page 83

13. We note that you aggregate your geographic operating segments
into one reportable segment.  Tell us the operating segments you
have
identified and demonstrate how you have met all of the criteria of
paragraph 17 of SFAS 131 to aggregate the identified operating
segments.  As part of your response, tell us your consideration of
paragraphs 73 and 74 of SFAS 131, which indicates that aggregation
is
appropriate only if "operating segments have characteristics so
similar that they can be expected to essentially have the same
future
prospects."

14. We note that you market your products and services, in part,
as
`IT Solutions` and `Business Solutions`.  Clarify how you have
evaluated paragraphs 10 through 15 of SFAS 131 when determining
that
these solutions do not represent separate operating segments.  In
this respect, we note that you use combination of products,
technologies, and partners to deliver each solution.  Clarify what
information is reviewed by your chief operating decision maker to
allocate such resources to these solutions.

Note 11.  Business Combination, page 85

15. We note your disclosure of the Spinnaker acquisition here and
the
Decru acquisition on page 17 of the Form 10-Q for the quarterly
period ended October 28, 2005.  Explain why a significant amount
of
the purchase price for each acquisition was allocated to Goodwill
and
how you determined the fair value of the acquired technology.  In
this respect, we note your disclosure that the "The combination of
NetApp unified storage and data management solutions with advanced
distributed storage technologies acquired from Spinnaker will
further
our strategy to deliver Storage Grid solutions as the foundation
for
data infrastructures of the future" and  "Decru`s technology will
augment our data protection and security solutions and provide for
a
wide variety of deployments with vendors` storage systems in NAS,
DAS, SAN, iSCSI, and even tape backup environments, which will
allow
us to pursue extended market opportunities."  Clarify why more
value
was not allocated to acquired technology as your disclosure
indicates
that you will generate significant cash flows from such
technology.
In addition, your disclosure should include a description of the
factors that contributed to a purchase price that resulted in
recognition of goodwill.  See paragraph 51(b) of SFAS 141.

16. Please provide your significance analysis of the Decru
acquisition in accordance with Rule 3-05 and Rule 1-02(w) of
Regulation S-X.

Form 8-Ks filed on August 17, 2005 and November 16, 2005

17. We note your use of non-GAAP financial measures excludes a
number
of recurring items.  Demonstrate the usefulness of each non-GAAP
measure in assessing performance when these recurring items are a
result of your operations and have contributed to your
performance.
Refer to Question 8, Frequently Asked Questions Regarding the Use
of
Non-GAAP Financial Measures.  As part of your response, ensure to
demonstrate the way that management uses the non-GAAP measure to
conduct or evaluate your business.  If you are able to overcome
the
burden of demonstrating the usefulness of each measure, ensure
future
uses of non-GAAP measures include all of the disclosures
identified
in Item 10 of Regulation S-X and the guidance set forth in the
Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures.

*	*	*	*	*

      As appropriate, please amend your filings and respond to
these
comments within ten 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 responses to our comments 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 responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	If you have any questions, please call Chris White at (202)
551-
3461 or myself at (202) 551-3226.

							Sincerely,

							Craig Wilson
							Senior Assistant Chief
Accountant

Steven J. Gomo

CORRESP
1
filename1.htm

corresp

VIA EDGAR

May 4, 2006

    ATTN:

    Mr. Morgan Youngwood

    Mr. Craig Wilson

    Mr. Chris White

    Re:

    Network Appliance, Inc.

    Review of Form 10-K for the fiscal year ended April 30, 2005, filed on July 28,
2005; Form 8-Ks filed on
   August 17, 2005 and November 11, 2005

    File No. 000-27130

Dear Mr. White:

     Thank
you for speaking to us yesterday. Reference is made to the comment letter received from
the Securities and Exchange Commission (the “Commission”) dated April 28, 2006 by Network
Appliance, Inc. (the “Company”) regarding the Commission’s review of the above-referenced filings.
The Company respectfully requests that it be granted an extension until May 31, 2006 to provide a
response to the comment letter. This extension will enable the Company to more thoroughly review
and respond to the comments, particularly in light of the various year-end activities currently
underway at the Company. Please contact the undersigned if you wish to discuss our request for an
extension.

Sincerely,

/s/
Andrew Kryder

Andrew Kryder

Vice President Legal and Tax

General Counsel

Network Appliance, Inc.

cc: Steve Bochner