Mail Stop 4561

								April 14, 2006

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
      Form 10-Q for the Quarter Ended December 31, 2005
      File No. 000-27544

Dear Mr. Hoverd:

      We have reviewed your response letter dated March 13, 2006
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.

General

1. Tell us when the Company intends on filing the restated
financial
statements for IXOS.  Please note the Staff may have further
comments
when you file the Form 8-K/A to include such financial statements.


Prior Comment no.  5

Note 9 - Accounts Payable - Trade and Accrued Liabilities

Excess Facility Obligations and Accrual Relating to Acquisitions,
page 77

Prior Comment no. 6

IXOS

2. We note your response to our previous comment no. 6 and your
discussion of the Domination Agreement filing process for certain
German acquisitions.  Your response states, "By analogy to SAB
Topic
5A, the Company recognizes that the direct costs related to the
purchase of additional IXOS shares incurred in advance of
acquiring
the shares should be classified as deferred costs as the purchase
of
the remaining shares is probable.  However, from a materiality
perspective, the Company has recorded these costs directly to
goodwill".  Please explain this statement.  Is the Company
acknowledging that the $2.6 million of legal costs should not have
been accrued as part of the purchase price in the IXOS
acquisition?
If so, tell us how you determined this amount (or the amounts to
which you are referring ) are not considered material as the Staff
notes that the $2.6 million represents approximately 8.6% of pre-
tax
net income for fiscal 2004.

3. Also, it appears from your response letter dated December 23,
2005
that the Domination Agreement was registered in August 2005 and
certain shareholders complaints filed against both the approval of
the Domination Agreement and the authorization to delist IXOS
shares
were also settled in August 2005.  Notwithstanding your response
to
our previous comment, tell us why there is a $471,147 balance
still
outstanding at December 31, 2005 applicable to accrued legal costs
in
this acquisition and tell us how and when you intend to settle
this
liability.

4. We note that at December 31, 2005, $647,443 remains in the
accrued
liability for accounting fees to be paid in the IXOS acquisition.
Tell us how and when you anticipate settling this liability.
Also,
explain why a $341,403 balance remains for accrued accounting
costs
in the Centrinity acquisition at December 31, 2005, considering
this
transaction occurred over three years ago.


GAUSS

5. With regards to the Gauss acquisition, explain the $496,000
finalization of purchase price adjustment in the quarter ended,
September 30, 2005.  Considering this acquisition occurred in
October
2003, please explain why you would adjust the purchase price
almost
two years later.

      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 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
Alan Hoverd
Open Text Corporation
April 14, 2006
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