SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

March 14, 2005

By Facsimile (212) 610-6399  and U.S. Mail

A.  Peter Harwich
Eric S. Shube
Allen & Overy LLP
1221 Avenue of the Americas
New York, New York 10020

Re:  	Retek Inc.
	Schedule TO-T filed on March 4, 2005
	File No. 005- 33756

Dear Messrs. Harwich and Shube:

      We have the following comments on the above referenced
filing.
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.

Press Releases

1. The safe harbor for forward-looking statements provided in the
Private Securities Litigation Reform Act does not apply to
statements
made in connection with a tender offer.  See Section 21E(b)(2)(C)
of
the Exchange Act.  Therefore, in future materials, please delete
the
reference to the safe harbor or state explicitly that the safe
harbor
protections it provides do not apply to statements made in
connection
with the offer.

Section 5  Information Concerning Retek, page 14

2. We note the projections reflect "numerous assumptions."  Please
disclose all material assumptions underlying the projections.  If
you
do not believe additional disclosure is required, explain to us
the
basis for that belief.

Section 14  Conditions to the Offer, page 32

3. Please revise to clarify that the conditions must be satisfied
or
waived at expiration of the offer rather than acceptance as
currently
proposed.    The bidder cannot, consistent with the requirement
that
withdrawal rights be extended while the offer is open, terminate
the
offer, eliminate withdrawal rights and retain the right to accept
the shares until all conditions are satisfied or waived.

4. We note the reference to the "Disclosure Schedule" on page 33.
It
is unclear how shareholders will ascertain facts or events that
are
disclosed on such schedule.  Please advise.

Closing
      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the filing person is in possession of
all facts relating to its disclosure, it is responsible for the
accuracy and adequacy of the disclosures it has made.

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

* the filing persons are responsible for the adequacy and accuracy
of
the disclosure in the filings;

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

* the filing persons 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.

      As appropriate, please amend your Schedule TO-T in response
to
these comments.  You may wish to provide us with marked copies of
the
amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.

      Please file your cover letter on EDGAR.  Please understand
that
we may have additional comments after reviewing your amendment and
responses to our comments.  In addition, depending upon your
response
to these comments, a supplement may need to be sent to security
holders.

      Please direct any questions to me at (202) 942-1957.  You
may
also contact me via facsimile at (202) 942-9638.  Please send all
correspondence to us at the following ZIP code:  20549-0303.

         	               					Very truly
yours,

                 	          					Jeffrey B.
Werbitt
							Attorney-Advisor
							Office of Mergers and
Acquisitions

??

??

??

??

A.  Peter Harwich
Eric S. Shube
March 14, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>