Mail Stop 4-06

								August 18, 2005

Alan Hoverd
Chief Financial Officer
Open Text Corporation
185 Columbus Street
Waterloo, Ontario Canada N2L 5Z5

	Re:	Open Text Corporation
      Form 10-K for Fiscal Year Ended June 30, 2004
Forms 10-Q for Fiscal Quarters Ended September 30, 2004, December
31,
2004 and March 31, 2005
      File No. 000-27544

Dear Mr. Hoverd:

      We have reviewed your response letter dated June 27, 2005
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 for Fiscal Year Ended June 30, 2004

Prior Comment no. 1

1. Your proposed revenue recognition policy indicates that for
your
fixed fee contracts where the services are not essential to the
functionality of a software element, you apply the proportional
performance method to recognize revenues.  Explain to us and
expand
your proposed revenue recognition policy to indicate the manner in
which you measure performance.  If you apply an input-based
approach,
demonstrate how the input measures are a reasonable surrogate for
output measures. For your training and integration services,
clarify
how you determine the amount of revenues to recognize in "the
period
in which these services are performed."

Prior Comment no. 3

2. Your letter dated June 24, 2005 indicated that the Company
expected to file the restated financial statements of IXOS for the
fiscal years ended June 30, 2002 and 2003 by July 31, 2005.  As
these
have not yet been filed, tell us when the Company now expects them
to
be filed.

      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 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,



							Kathleen Collins
      Accounting Branch Chief
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Alan Hoverd
Open Text Corporation
August 18, 2005
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