Room 4561
						September 8, 2005

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

Re:	Form 10-K for Fiscal Year Ended December 31, 2004
	Filed March 16, 2005
	From 10-Q for Fiscal Quarter Ended March 31, 2005
	Filed May 10, 2005
      From 10-Q for Fiscal Quarter Ended June 30, 2005
	Filed August 9, 2005


Dear Mr. Smith:

      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.  Where 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 or may not raise additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2005

Disclosure Controls and Procedures, page 38

1. We note that you made adjustments to the income tax provision
prior to completion of the audit due to material weakness in
internal
controls over income tax reporting.  Supplementally tell us what
impact these adjustments had on your quarterly financials.  If the
impact is material to the quarterly financial information as filed
in
the Form 10-Qs, tell us what consideration you gave to revising
your
quarterly financial data on page 37 in the Form 10-K to reflect
these
adjustments.




Note 1:  Description of Business and Summary of Significant
Accounting Polices

Revenue Recognition, page F-9

2. You indicate that you do not grant a right of return to your
customers or resellers, however, we note that you include an
allowance for sales returns and cancellations analysis in your
Schedule II - Valuation and Qualifying Account on page S-1.
Please
clarify your return policy and explain the balances disclosed in
the
Schedule.  If you do offer rights of return, then tell us how your
revenue recognition policy complies with paragraph 6 of SFAS 48.

Note 4:  Acquisitions and Disposition

Disposition of Vista Plus, page F-15

3. You indicate that "the sale of Vista was considered as a sale
of
assets because the product line was not a separate component of
Quest
with clearly distinguished operations and cash flows apart from
the
rest of the entity."  We further note that Open Text has employed
certain Quest employees that supported the Vista line.  Reconcile
for
us how you determined that this transaction did not meet the
requirements of paragraph 41 of SFAS 144 to be accounted for as
discontinued operations.  In that regard, tell us how the Company
monitors the operations of its business and tell us which of your
operations, if any, you have determined would qualify as a
component
of an entity.

	As appropriate, please amend your filing and 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.  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 filing 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 our review of your filing or in
response to our comments on your filing.

You may contact Kari Jin, Staff Accountant, at (202) 551-3481 or
me
at (202) 551-3499 if you have questions regarding these comments.


Sincerely,


      Kathleen Collins
      Accounting Branch Chief
??

??

??

??

Mr. Vincent C. Smith
Quest Software, Inc.
September 8, 2005
Page 1