Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Cook Mark
2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2007
3. Issuer Name and Ticker or Trading Symbol
RED HAT INC [RHT]
(Last)
(First)
(Middle)
C/O RED HAT, INC., 1801 VARSITY DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP/Controller
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

RALEIGH, NC 27606
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 6,297 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option NQSO (Right to Buy)   (2) 10/16/2011 Common Stock 30,000 $ 19.84 D  
Employee Stock Option NQSO (Right to Buy)   (3) 12/15/2010 Common Stock 18,000 $ 26.08 D  
Employee Stock Option NQSO (Right to Buy)   (4) 07/25/2010 Common Stock 16,000 $ 15.34 D  
Employee Stock Option NQSO (Right to Buy)   (5) 12/28/2009 Common Stock 10,000 $ 13.16 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cook Mark
C/O RED HAT, INC.
1801 VARSITY DRIVE
RALEIGH, NC 27606
      VP/Controller  

Signatures

Kimberly Yule Atty, in fact UPOA 09/25/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Total includes 2,297 shares of restricted stock granted on September 15, 2006, 422 shares of which are vested and 1,875 shares of which are unvested. Shares of restricted stock vest over four years and are subject to a right of repurchase by Red Hat, Inc.
(2) This option was granted on October 16, 2006 and is subject to vesting at the rate of 25% on the first anniversary date of the date of the grant and 6.25% on the first day of each subsequent three month period following one year from the date of the grant.
(3) This option was granted on December 15, 2005 and is subject to vesting at the rate of 25% on the first anniversary date of the date of the grant and 6.25% on the first day of each subsequent three month period following one year from the date of the grant.
(4) This option was granted on July 25, 2005 and is subject to vesting at the rate of 25% on the first anniversary date of the date of the grant and 6.25% on the first day of each subsequent three month period following one year from the date of the grant.
(5) This option was granted on December 28, 2004 and is subject to vesting at the rate of 25% on the first anniversary date of the date of the grant and 6.25% on the first day of each subsequent three month period following one year from the date of the grant.

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