Mail Stop 4-06

								February 10, 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, 2005
      Form 10-Q for the Quarter Ended September 30, 2005
      File No. 000-27544

Dear Mr. Hoverd:

      We have reviewed your response letter dated December 23,
2005
in addition to 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.

Prior Comment no. 4 - Note 4 - Goodwill and Note 12 - Commitments
and
Contingencies, pages 74 and 85

1. We understand that as part of the resolution of the legal
dispute
you recorded approximately $1.76 million as additional purchase
price
related to contingent consideration.  Tell us more about how the
settlement amounts were determined and why you believe it is
appropriate to include the settlement of litigation over a
purchase
as additional purchase price and not as a charge to the income
statement when settled.  Provide additional persuasive evidence to
support why you believe the settlement amount demonstrates a clear
and direct link to the purchase price. Provide a similar analysis
for
your accounting for the expected litigation costs surrounding the
Net
Worth Adjustment for your acquisition of Open Image.

2. We have reviewed your response regarding the reimbursement of
approximately $847,000 of legal costs to the Tilbury`s as part of
the
August 2005 arbitration award; however, we do not believe you have
provided persuasive evidence and analysis to demonstrate that a
portion of the arbitration award for the reimbursement of legal
costs
has a clear and direct link to the purchase price.  Explain how
you
determined it appropriate to record $730,000 of the reimbursed
legal
costs to the purchase price and why you believe it is clearly and
directly linked to the purchase price.  Typically legal claims,
and
the costs associated with those claims, are reflected in the
income
statement when settled.

Prior Comment no. 5 - Note 5.  Acquired Intangible Assets, page 74

3. You indicate in your response that the amortization of customer
relationship assets and core technology should not be accounted
for
as a cost of sales as these amounts relate to assets that are not
directly associated with the production or sale of products and
services of the Company.  Clarify for us, your reliance on this
statement, given the statement in your response that indicates
that
the customer relationship assets provide a benefit to the Company
through revenue growth from "add-ons" acquired from these
customers.
In addition, clarify for us whether the Company is currently
selling
any products associated with your capitalized acquired core
technology.  We may have further comments.

4. Notwithstanding your response, we believe you should revise to
classify amortization expense relating to acquired technology as
an
element of cost of sales in accordance with SFAS 86.  We do not
believe it is appropriate to analogize to SAB Topic 11B for
revenue-
producing intangibles, given the explicit guidance set forth in
Question 17 of SFAS 86 FASB Staff Implementation Guide.

Note 9 - Accounts Payable - Trade and Accrued Liabilities

Prior Comment no. 6 - Excess Facility Obligations and Accrual
Relating to Acquisitions, page 77

5. We have reviewed your response to prior comment no. 6 and do
not
believe you have adequately addressed our comment.  In this
regard,
it appears your response focuses on the amount of transaction
related
costs that remain as of the recent balance sheet date for each
acquisition.  However, our comment requested information
surrounding
the nature and amount of the transaction-related accruals for each
of
your acquisitions at the respective acquisition date.  As
previously
requested, for each acquisition where you recorded `transaction
related costs`, provide us a schedule which identifies the nature
and
amount of these costs and the basis under which those amounts have
been properly included as purchase price under generally accepted
accounting principles.  Also, provide us a roll forward of these
transaction related costs for each subsequent period following the
acquisition.  Ensure the roll forward describes the type and
amount
of costs paid and charged against the liability and any
adjustments
to the liability.  For other adjustments to the liability, explain
whether it was recorded as an adjustment of the cost of the
acquiree
or included in the determination of net income with reference to
the
appropriate authoritative accounting literature.

6. Also, please address the following additional comments as it
relates to the specific information that you provided in your
response.

      IXOS

* Tell us more about the nature, amount and timing of the
Domination
Agreement associated with your acquisition of IXOS.  Tell us when
this agreement was initially filed and when you recorded the
associated accrual.  Also, clarify what amount you recorded and
how
you determined those amounts.  Clarify whether this represented a
pre-acquisition contingency that you anticipated as of the
acquisition date or if you are accounting for these as they become
known.

* Based on the information you provided, it appears that the
settlement of litigation with minority shareholders of IXOS and
GAUSS
should be reflected in the income statement when settled.

* Your response suggests that you are accounting for the ongoing
work
related to the restatements of certain pre-acquisition periods of
IXOS, on incurrence, as part of the purchase accounting.  Further
explain the nature, amount and timing of these costs and why you
believe it is appropriate to record these period costs as part of
the
purchase price. Refer to the respective authoritative literature
to
support your accounting.

Centrinity

* Your response indicates that as there has been no correspondence
from the Government of Ireland, you will reverse the accrual
against
goodwill in the second quarter of 2006.  Tell us how this
accounting
complies with paragraph 41 of SFAS 141, which requires that after
the
allocation period, an adjustment that results from a pre-
acquisition
contingency be included in the determination of net income in the
period in which the adjustment is determined.

      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 the undersigned at 202) 551-3399 if you have questions
regarding
comments on the financial statements and related matters.

							Very truly yours,


							Kathleen Collins
      Accounting Branch Chief
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Alan Hoverd
Open Text Corporation
February 10, 2006
Page 4