Room 4561
						November 3, 2005



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 10-Q for Fiscal Quarter Ended June 30, 2005
	Filed August 15, 2005
	Form 8-K Filed March 17, 2005 and August 16, 2005
	File No. 000-23190


Dear Mr. Doris:

      We have reviewed your response to our comment letter dated
September 26, 2005 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

Financial Statements

Notes to Consolidated Financial Statements

Note 10 - Roxio CSD Acquisition, page 82
1. Please explain to us how you concluded that the value of the
trade
name determined through use of the relief from royalty method
served
as a surrogate for ownership fair value.  Explain to us how you
considered the different rights and rewards inuring to you as an
owner of the trade name as compared to a licensee.  In addition,
indicate whether the royalty rate was based on industry averages
and,
if so, how this incorporated the specifically negotiated terms and
rights of your transaction.

Form 8-K Filed May 17, 2005 and August 16, 2005
2. We note that you classified the proceeds from the sale of the
Roxio patents as revenue and it is unclear to us how this
transaction
was recorded and why it was considered a revenue transaction
rather
than a sale of long-lived assets.  Please provide us with the
following:

?	Explain the nature of the "revaluation" adjustment to
goodwill
and the corresponding charge to cost of sales during the first
quarter of fiscal 2006.  Refer to the authoritative literature
that
supports your accounting treatment;
?	Explain how you allocated the purchase price to these patents
at
acquisition and how your disclosures reflect that allocation.  If
you
did not allocate any value to these identifiable intangible assets
at
acquisition or allocated an amount different from the subsequent
sales price, explain why; and
?	Support your conclusion that the proceeds from the sale were
appropriately classified as revenues and refer to the
authoritative
literature that supports your accounting treatment.

3. We have read your response to prior comment numbers 11 and 12
and
it appears that you exclude amortization of intangible assets and
the
value assigned to the patents acquired from Roxio in an effort to
help investors better understand your operating results on a cash
basis.  We further note that you exclude certain "non-recurring"
charges on the basis that they represent "unusual" expenses.  It
is
unclear to us how excluding the amortization and cost of the
patents
helps investors understand your operating results on a cash basis
considering that you also exclude "unusual" charges that appear to
be
cash expenses.  Please explain to us how you have met the
disclosure
requirements described in Question 8 of the Frequently Asked
Questions Regarding the Use of Non-GAAP Financial Measures
including,
but not limited to, how investors are able to better understand
your
results on a cash basis given the exclusion of both cash and non-
cash
expenses.

	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
November 3, 2005
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