SecProbe.io

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Mail Stop 3561

      							August 3, 2005

Via U.S. Mail and Fax
Mr. Dale Kearns
Chief Financial Officer
Zi Corporation
Suite 2100, 840 - 7th Avenue S.W.
Calgary, Alberta Canada T2P 3G2

	RE:	Zi Corporation
      Form 20-F for the fiscal year ended December 31, 2004
		Filed April 5, 2005
		File No. 000-24018

Dear Mr. Kearns:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your document.  Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may or may not
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 20-F for Fiscal Year Ended December 31, 2004

Comments By Independent Registered Chartered Accountant on Canada-
United States of American Reporting Differences, page F-2

1. We note in the 2nd to last paragraph on page F-2 that your
auditors reference an audit report dated March 2, 2005.  In your
response letter, please have your auditors explain to us what
report
dated March 2, 2005 they are referring to.  If they intended to
reference the report dated March 11, 2005, please revise to have
your
auditors include an addendum paragraph that appropriately
indicates
this fact.

Consolidated Statements of Loss, page F-4

2. If the captions "Cost of sales" and "Gross margin" exclude
depreciation and amortization for property and equipment directly
attributed to the generation of revenue, we believe that this
presentation inappropriately reports a figure for income before
depreciation and amortization.  As required by SAB 11:B, revise
your
presentation to either reclassify the applicable depreciation to
"Cost of sales" or remove the caption "Gross margin" and indicate
the
amount of applicable depreciation that is excluded from "Cost of
sales."

2.  Significant Accounting Policies, page F-7

3. We note that you initiated reporting your consolidated
financial
statements in US dollars effective March 31, 2004, with
comparative
periods restated to US dollars.  In your response letter, explain
to
us in detail your consideration of SFAS 52 and how you calculated
these restated comparative period amounts.  In addition, since you
revised your financial statements to account for the new reporting
currency, please amend to label all applicable columns in the
financial statements and related notes restated.

Foreign currency translation, page F-7

4. Refer to the chart on page F-21 which indicates that most of
your
revenues and expenses for the previous three fiscal years relate
to
your Canadian geographic segment.  As such, clarify for us why you
consider the US dollar to be the functional currency of Zi
Corporation on a stand-alone basis.  Address each of the
indicators
listed in Appendix A of SFAS 52 in your response letter.

11. Income Taxes, page F-17

5. Refer to the last sentence on page F-17 which states "The
amount
of tax that would otherwise be payable in 2004 is $166,871 and has
not been accrued."  In your response letter, please explain to us
in
more detail the nature of these tax holidays and tell us your US
GAAP
basis for not accruing for this tax.

Item 15 - Controls and Procedures, page 93

6. We note your statement on page 94 "Based on this evaluation,
with
the exception of the above, our principal executive officer and
principal financial officer have concluded that our disclosure
controls and procedures are effective to ensure that information
required to be included in our periodic reports to the Securities
and
Exchange Commission is recorded, processed, summarized and
reported
in a timely manner."  If your certifying officers concluded that
your
disclosure controls and procedures were effective, revise to
simply
state that your disclosure controls and procedures were effective.
Explain to us in your response letter why this is true given the
material weakness that you identified in the last paragraph on
page
93.  Otherwise, revise to state that your disclosure controls and
procedures were not effective and disclose the reasons why they
were
not effective.

*    *    *    *

      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.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your 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 your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Adam Washecka, Staff Accountant, at (202)
551-
3375 or Ivette Leon, Assistant Chief Accountant, at (202) 551-3351
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact me at (202) 551-3810 with any
other
questions.

								Sincerely,

								Larry Spirgel
								Assistant Director
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Mr. Dale Kearns
Zi Corporation
August 3, 2005
Page 4

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