WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): September 28, 2005

                                  RED HAT, INC.
               (Exact Name of Registrant as Specified in Charter)

       Delaware                        000-26281                06-1364380
 (State or Other Juris-               (Commission              (IRS Employer
diction of Incorporation              File Number)           Identification No.)

    1801 Varsity Drive, Raleigh, NC                          27606
(Address of Principal Executive Offices)                   (Zip Code)

        Registrant's telephone number, including area code: 919-754-3700

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities 
Act (17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange 
Act (17 CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition

     On Sepember 28, 2005, Red Hat, Inc. announced its financial results for the
quarter ended August 31, 2005. The full text of the press release issued in
connection with the announcement is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.

     The information furnished pursuant to Item 2.02 of this Form 8-K (including
Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a

Item 9.01.  Financial Statements and Exhibits

       (c)    Exhibits

              The following exhibit relating to Item 2.02 shall be deemed to be
              furnished, and not filed:

              99.1     Press Release dated September 28, 2005.


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             Red Hat, Inc.

Date:  September 28, 2005                    By:/s/ Charles E. Peters, Jr.
                                                    Charles E. Peters, Jr.

                                  EXHIBIT INDEX

Exhibit No.                       Description
-----------                       -----------

99.1                              Press release dated September 28, 2005