Mail Stop 4561
      January 13, 2006

Mr. John M. Thompson
Chief Financial Officer
Kana Software, Inc.
181 Constitution Drive
Menlo Park, CA 94025

	RE:	Kana Software, Inc.
		Form 8-K
		Filed January 11, 2006
            	File No. 0-27163

Dear Mr. Thompson:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
After reviewing this information, we may or may not 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 me at the telephone number
listed
at the end of this letter.

Form 8-K filed January 11, 2006

1. Please provide us with a schedule of your fiscal year end 2004
fourth quarter adjustments to close the books, or adjustments
recorded in connection with or as a result of the audit.  Clearly
explain the reason for each adjustment.  For each adjustment, show
us
the impact on pre-tax net loss.  Quantify the net effect of all
adjustments on pre-tax net loss.  Also, tell us why none of the
adjustments relate to prior periods.  Explain in detail why you
believe the timing of each adjustment is appropriate.

2. Provide us with any letter or written communication to and from
the former accountants regarding the reportable event to
management
or the Audit Committee.

3. Please file an amended Item 4.01 Form 8-K upon Deloitte &
Touche`s
final resignation date.  Also, the amended Form 8-K must include
updated disclosures to reflect the actual date of resignation.
The
amended Form 8-K must also include a new Exhibit 16 letter.  Refer
to
Item 304(a) of Regulation S-K.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 that they have provided all information
investors require for an informed investment 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.

	Please provide the information requested above within five
business days from the date of this letter.  The information
should
be filed as correspondence on EDGAR.

      Any questions regarding the above should be directed to me
at
(202) 551-3469.


								Sincerely,


								Thomas Flinn
								Staff Accountant
Mr. John M. Thompson
Chief Financial Officer
January 13, 2006
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