Room 4561
						February 10, 2006



Mr. Robert J. Doris
Chairman of the Board and Chief Executive Officer
Sonic Solutions
101 Rowland Way, Suite 110
Novato, CA 94945

Re:	Sonic Solutions
	Form 10-K for Fiscal Year Ended March 31, 2005
	Filed June 29, 2005
	Form 8-K Filed May 17, 2005 and August 16, 2005
	File No. 000-23190


Dear Mr. Doris:

      We have reviewed your response to our comment letter dated
January 20, 2006 and have the following additional comments.  We
may
ask you to provide us with supplemental information so we may
better
understand your disclosure.  Please be as detailed as necessary in
your explanation.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

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

Notes to Consolidated Financial Statements

Note 10 - Roxio CSD Acquisition, page 82
1. We note your response to prior comment number 1.  Please
describe
in greater detail the consideration you gave to the differences
between the rights and rewards of ownership versus those of a
licensee.  For example, tell us how you considered the
transferability of the tradename, an owner`s potential use of the
tradename as security for financing, license exclusivity and/or
sublicense provisions that are different from ownership, and your
intended exploitation as the owner of the tradename which may
differ
from what others are willing to pay.  We also note that you
selected
nine arrangements which were "generally" comparable.  Please tell
us
about any non-comparable elements and explain how you considered
these non-comparable elements in your analysis.

Form 8-K Filed May 17, 2005 and August 16, 2005
2. We note your response to prior comment number 3 and we do not
believe that your current disclosures include substantive
information
that addresses the concerns raised in that comment.  Specifically,
we
believe that additional disclosures will be necessary to meet the
disclosure burden imposed by Question 8 of the FAQ given the
nature
of your furnished information.  Further, we believe that the
additional disclosures should be robust and specific.  Please
respond
by providing us with proposed disclosures that fully address the
concerns raised in prior comment number 3 in the event that you
intend to present non-GAAP information in the future.  We may have
further comment.

	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.

	You may contact Christine Davis, Staff Accountant, at (202)
551-
3408, Mark Kronforst, Senior Staff Accountant at (202) 551-3451 or
me
at (202) 551-3489 if you have questions regarding these comments.

Sincerely,



      Brad Skinner
							Accounting Branch Chief
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Mr. Robert J. Doris
Sonic Solutions
February 10, 2006
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