Red Hat (RHT)

EXPLANATORY NOTE

The company is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2004 (“Amendment”), as originally filed with the SEC on January 10, 2005, for the sole purpose of revising portions of an exhibit for which the company is by this Amendment reducing the amount of redacted material for which it is otherwise requesting confidential treatment. This Amendment No. 1 on Form 10-Q/A does not change the previously reported financial statements or any of the other disclosure contained in the original Form 10-Q. Part IV is also being amended to add new certifications in accordance with Rule 13a-14(a) of the Exchange Act required due to this Amendment.

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EXPLANATORY NOTE

We have included the restated unaudited statements of operations and cash flows for the three and nine month periods ended November 30, 2003 in this Form 10-Q. The restatement in the unaudited financial statements relates to a change in accounting to correct our method of revenue recognition related to subscription agreements that we announced in July 2004 and that is more fully described in Part I herein under “Item 1: Financial Statements,” including without limitation NOTE 3 to our Consolidated Unaudited Financial Statements included therein, and under “Item 2-Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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