POWER OF ATTORNEY





 KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby

constitutes and appoints M. Brinkley Morse and J. Michael Vaughn, and each of

them acting alone, as true and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the undersigned's

capacity as an officer and/or director of Quest Software, Inc. (the

"Company"), any and all Forms 3, 4 and 5 required to be filed by the

undersigned in accordance with Section 16(a) of the Securities Exchange Act

of 1934 and the rules thereunder;



(2) do and perform any and all acts for an on behalf of the undersigned

which may be necessary or desirable to complete and execute any such Form 3,

4 and 5 and timely file such form with the United States Securities and

Exchange Commission and any stock exchange or similar authority; and



(3) take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of such attorney-in-fact, may be of benefit

to, in the best interest of, or legally required by, the undersigned, it

being understood that the documents executed by such attorney-in-fact on

behalf of the undersigned, pursuant to this Power of Attorney, shall be in

such form and shall contain such terms and conditions as such attorney-in-fact

may approve in his or her discretion.



The undersigned hereby grants to each such attorney-in-fact full power and

authority to do and perform all and every act and thing whatsoever requisite,

necessary, or proper to be done in the exercise of any of the rights and

powers herein granted, as fully to all intents and purposes as the

undersigned might or could do if personally present, with full power of

substitution or revocation, hereby ratifying and confirming all that such

attorney-in-fact, or his or her substitute or substitutes, shall lawfully do

or cause to be done by virtue of this Power of Attorney and the rights and

powers herein granted.  The undersigned acknowledges that no such

attorney-in-fact, in serving in such capacity at the request of the

undersigned, is hereby assuming, nor is the Company hereby assuming, any of

the undersigned's responsibilities to comply with Section 16 of the

Securities Exchange Act of 1934.



This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4 or 5 with respect to the

undersigned's holdings of and transactions in securities issued by the

Company, unless earlier revoked by the undersigned in a writing delivered to

the foregoing attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 6th day of May 2004.









     /s/ DOUG MERRITT



     Doug Merritt