SecProbe.io

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Mail Stop 4-06

June 9, 2005

Tom Jenkins - Chief Executive Officer
Open Text Corporation
185 Columbus Street
Waterloo, Ontario Canada N2L 5Z5

	RE:	Open Text Corporation (File No. 000-27544)
		Form 10-K: For the Fiscal Year Ended June 30, 2004
Form 10-Q: For the quarters ending September 30 and December 31,
2004
and March 31, 2005

Dear Mr. Jenkins:

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  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 on 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 dated June 30, 2004

Revenue Recognition, page 67

1. We note disclosure on page 67 that you recognize revenues for
your
consulting contracts using the percentage of completion method of
accounting.  Tell us why you believe it is appropriate to use
contract accounting for your consulting service arrangements.  In
this regard, footnote 1of SOP 81-1 indicates that SOP 81-1 is not
intended to apply to service transactions.  Please advise and
revise
as necessary.

Note 7.  Allowance for Doubtful Accounts

2. Explain to us the nature of the adjustments during fiscal year
2004 to the allowance for doubtful accounts.  In this regard,
please
clarify why there is a reduction to bad debt expense of $940,000
and
a write-off/adjustment of $2,635,000.  Help us understand the
reasons
for the significant adjustments and the reasons for the inverse
relationships, compared to prior years.

Note 18.  Acquisitions, page 84

Fiscal 2004, IXOS

3. We refer you to your letter of November 23, 2004 and our
response
letter dated December 10, 2004.  Tell us when you expect to file
the
restated financial statements of IXOS for the fiscal years ended
June
30, 2002 and 2003 and for the period from July 1, 2003 through
March
1, 2004, in order to comply with the requirements of Rule 3-05 of
Regulation S-X.

4. Based on the operations of IXOS and the significant amount of
research and development in their historical pre-acquisition
financial statements, help us to understand why you allocated no
amounts to IPR&D in your purchase price allocation of IXOS.

5. Please note for future reference that if you refer to an
independent appraisal firm, you should identify that firm and also
include the expert`s consent when the reference is included in a
filing in the 1933 Act environment.  Refer to Section 436(b) of
Regulation C.

Form 8-K dated April 11 and February 8, 2005

6. We note your use of non-GAAP measures in your Form 8-K`s dated
April 11 and February 8, 2005.  Help us understand how you
considered
the guidance in Question 8, Frequently Asked Questions Regarding
the
Use of Non-GAAP Measures.  In this regard, it does not appear that
you have provided a transparent discussion regarding the material
limitations associated with the use of the non-GAAP financial
measures and the manner in which management compensates for these
limitations.

7. Also help us understand your use of the term `non-operational
charges` and why you believe the items you have eliminated from
your
non-GAAP measure are considered `non-operational`.  For example,
amortization appears to be an operational item.  Further, it does
not
appear appropriate to suggest that measures required in accordance
with GAAP are not meaningful in evaluating your financial
performance.  Please advise.

      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.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 Megan Akst, Staff Accountant, at (202) 551-
3407
or Lisa Mitrovich, Assistant Chief Accountant who supervised this
review, at (202) 551-3453 if you have questions regarding comments
on
the financial statements and related matters, or me at (202) 551-
3730
with any other questions.

							Very truly yours,

							Craig Wilson
							Senior Assistant Chief
Accountant
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Open Text Corporation
June 9, 2005
Page 4 of 4

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