June 8, 2005


      Mail Stop 4561

Norwood H. Davis, III
President and Chief Executive Officer
TRX, Inc.
6 West Druid Hills Drive
Atlanta, Georgia 30329

Re:	TRX, Inc.
      Registration Statement on Form S-1
      Filed May 9, 2005
      File No. 333-124741

Dear Mr. Davis:

      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 comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-1

General Comments
1. Please provide us with copies of all graphics, maps,
photographs,
and related captions or other artwork including logos that you
intend
to use in the prospectus.




2. We note an interview by Mr. Davis with Travel Mole.com was
published on May 18, 2005 and remains posted on your company
website.
In the interview, Mr. Davis said that TRX "had a record-breaking
second quarter and is on track to do 93 million travel
transactions
worth $35 billion in air sales this year."  Please provide a
detailed
analysis regarding whether Mr. Davis` statements in this interview
have the effect of conditioning the market for your offering.  If
so,
it appears that Mr. Davis` statements may constitute an offering
of
your securities by means other than a Section 10 prospectus.
Please
tell us how you intend to address the publication of Mr. Davis`
remarks.
3. In the same article noted in Comment 3 above, Mr. Davis makes a
number of statements that do not appear in the prospectus.  Please
provide supplemental support for these statements.  Please include
these statements in the prospectus or tell us why you believe it
is
not appropriate to do so.
* "TRX, the world`s largest travel process outsourcing company"

* "[TRX] processes over 10% of the global airline tickets sold"

* "the company had enrolled over 50 travel management companies in
its RESX distributor program just one year after its launch."
4. The basis for comparative factual assertions and for your
management`s beliefs must be clear from the text of the prospectus
or
provided supplementally to us.  Please revise your disclosure
throughout the document to address our concerns, or advise us as
necessary.  In providing supplemental support, clearly mark the
location of the information you believe is supportive of the
statement referenced.  We note, for example, but without
limitation
that you state:
* "We believe this scale typically cannot be achieved internally
by
our clients and is not currently available from a travel supplier,
agency, or Global Distribution System, or GDS." (page 1)
* "We believe that as the markets we serve continue to experience
fundamental change, many companies will not have the necessary
resources, scale or capabilities to quickly adapt their technology
and processes." (page 2)
* "We believe that many traditional travel agencies will
increasingly
recognize that their decentralized legacy structures put them at a
cost disadvantage, and that greater process efficiencies and
technology will improve both service levels and margins." (page 3)
* "Travel agencies have been consolidating at an increasing rate
due
to a number of marketplace dynamics, including the growth of the
Internet as a low cost distribution channel and reduction in
supplier
commissions, which force agencies to seek ways to control costs.
For
example, agency locations in the U.S. registered with Airlines
Reporting Corporation, or ARC, have declined 21% from 2002 through
the end of 2004, yet overall airline sales reported through ARC
are
up 3% during the same period." (page 39)
* "We believe that independent non-GDS owned booking engines, such
as
RESX, have increased their market share over the last several
years."
(page 42)
5. We note your use of the term "leading" throughout the document.
For instance, on page 1, 26 and 37 you note that you are "a
leading,
independent provider of transaction processing and data
integration
services to the global travel industry."  The term "leading" is
vague
and abstract.  Please revise to clarify the measure you are using
to
determine your leadership position.  Supplementally, provide us
with
current industry data that supports these assertions.  In
providing
supplemental support, clearly mark the location of the information
you believe is supportive of the statement referenced.
6. Please clearly explain your business with the goals of plain
English in mind.  The use of industry jargon and technical terms
may
not be clear to someone who is not familiar with your business or
your industry.  We note the following examples:
* transaction processing and data integration services
* hosted technology and services
* aggregating transaction volume
* Global Distribution System
* process reengineering
* data feeds
* communication costs
* paper consumable
* key service level metric

Please revise your prospectus to eliminate or substantially limit
your use of industry jargon and technical terms.  Instead,
describe
your business in clear, plain language.
7. Please supplementally provide us with highlighted copies of any
study or report that you cite or on which you rely. For example,
we
note that you refer to Credit Card Management, Travel Weekly and
PhoCusWright.  Confirm that the industry reports or studies that
you
rely on were not prepared for you and that you did not compensate
the
party that prepared these reports or studies.  Alternatively,
please
file the experts` consent as exhibits to the registration
statement.
Prospectus Summary

TRX, Inc., page 1
8. We note the disclosure regarding revenues at the bottom of page
1.
This statement appears to be repetitive, since you have included
summary financial information on page 5.  Please revise to omit
the
language on page 1.  Alternatively, please balance the statement
with
disclosure that you have experienced net losses in each of the
last
five fiscal years.
9. Please revise this section to note how your fees are generated
(e.g. flat fee or by the transaction).  Also, please note if it
varies by product.  Refer to your disclosure on page 26.

Risk Factors, page 8
10. We note that $22 million (or roughly 32%) of your $66 million
in
assets consists of goodwill.  Given your history of losses, please
add a risk factor addressing the potential impairment of this
asset.
11. Mitigating statements are not appropriate in the risk factor
discussion.  Please revise your risk factors to remove all
mitigating
language.  For example:
* on page 8, you state that "[a]lthough we work with our clients
and
draw upon our experience to forecast transaction volatility."
* on page 12, you state that "[a]lthough our business generally is
highly automated."
12. Please avoid using generic conclusions such as "adversely
affected" or similar language when describing a risk`s effects.
For
example, you indicate that if you are "not successful in marketing
our solutions to new industries, our business and results of
operations may be adversely affected."  Replace this, and similar
language, with specific disclosure of how you, your business,
financial condition and results of operations would be affected by
the facts you describe.


13. Please add a risk factor addressing the specific risk of
identity
theft.  This discussion should include whether you have
experienced
any compromises or breaches of your security systems.  If you have
experienced such compromises or breaches, discuss why they
occurred
and how often they have occurred.
14. Please add a risk factor addressing the potential dilutive
effects that the conversion of your notes, exercise of your
outstanding options, exercise of your outstanding warrants and
offering of additional shares could have on the price of your
stock
and ownership interest in you.
Failures of our software, hardware, and other systems could
increase
our operating costs, subject us to monetary damages, undermine our
clients` confidence in our reliability, and cause us to lose
clients
or prevent us from gaining new clients, page 8
15. Supplementally, please tell us whether you have experienced a
system failure.  If so, please revise your risk factor describe
the
failure and the impact on your business.

Our international operations subject us to additional business
risks
that may reduce our profitability or revenues, page 12
16. Please revise this risk factor to describe the specific risks
to
you.  For instance, please note the effect that the rising labor
costs in India could have on your operations.
Use of Proceeds, page 20
17. Your disclosure suggests that you do not have any current
specific plan for the offering proceeds.  Please revise to discuss
the principal reasons for the offering.  Refer to Item 504 of
Regulation S-K.
18. We note that you may use a portion of the net proceeds to
acquire
businesses, products or technologies.  Supplementally, please tell
us
the status of any negotiations related to such acquisitions.
Similarly, please tell us whether you currently have any
agreements
or commitments in place for capital expenditures that you expect
to
pay with proceeds from the offering.







Selected Consolidated Financial Data, page 23
19. You state that Adjusted EBITDA is similar, but not identical,
to
certain financial ratios used in the financial covenants of your
revolving credit facility.  If this is the primary reason for
disclosing Adjusted EBITDA, please revise to state so. Also, refer
to
question 10 of the June 13, 2003 FAQ Regarding the Use of Non-GAAP
Financial Measures and include the following disclosures:
* materiality of the credit facility;
* the amount or limit required for compliance with the covenant;
* the actual or reasonably likely effects of compliance or non-
compliance with the covenant on your financial condition and
liquidity; and
* the ratios that are similar, but not identical, to certain
financial ratios used in your covenants.
20. If the debt covenant is not the primary reason for disclosing
Adjusted EBITDA and since you use Adjusted EBITDA to evaluate
performance, tell us how each of the adjustments to EBITDA are in
compliance with Item 10(e)(ii)(B) of Regulation S-K. For example,
we
note that you have incurred non-cash compensation expense in each
of
the last five years, you have made a strategic decision to
gradually
transition away from your customer care operations (page 26) and
expect to incur restructuring expenses in 2005 (page 33).

Managements Discussion and Analysis of Financial Condition and
Results of Operations, page 26

General
21. Please revise to disclose your financial and non-financial
performance indicators that management uses to manage and assess
the
business and that would be material to investors.  Refer to SEC
Release 33-8350.

Overview, page 26
22. Please revise to describe the anticipated impact on costs and
revenues resulting from the transition away from customer care
operations.  Also, please disclose the number of customer care
facilities you expect to close.

Sources of Revenue, page 26
23. Please revise to discuss the impact of inflation and changing
prices (in the U.S. and other countries where you do business) for
your three most recent fiscal years.  Refer to Item 303(a)(3)(iv)
of
Regulation S-K.

Acquisitions, page 28
24. You state that in January 2004 you acquired the remaining
interests in your European joint ventures.  Please revise to
disclose
whom you purchased the interest from and whether this acquisition
was
an arms-length transaction.  Also, please describe the impact of
these acquisitions on your revenues and expenses.

Transaction Processing Provisions, page 29
25. You state that you have recorded estimates to account for
processing errors made in ticketing or fare loading process that
results in tickets being issued at wrong prices or agency
commissions
being miscalculated.  If material, disclose the amounts you have
recorded in 2004, 2003, and 2002 and where this provision is
recorded
in your financial statements.

Comparison to Fiscal Years Ended December 31, 2004 and December
31,
2003, page 30
26. Please include a separate column to show the percentage of
total
revenues represented by each line item for each of the fiscal
years
presented.  Provide conforming changes in the table on page 31.
27. To the extent practicable, quantify the effect of each factor
that contributed to the significant increase in data integration
revenues and disclose if you expect this trend will continue in
future years.
28. We note that your technology development expenses increased
primarily related to your DATATRAX solution.  Please disclose if
you
expect this trend will continue in future years.

Liquidity and Capital Resources, page 32
29. We note the discussion of your growth strategy in the Business
section.  Please revise here to discuss the estimated costs of
this
intended growth and whether you have entered into any material
commitments regarding this growth.  The discussion should include,
but not be limited to, the estimated costs associated with any
significant increase in the number of personnel that you expect in
2005.  Also discuss how you expect to fund these costs.
30. In the second to last paragraph on page 33, you state that you
"are subject to certain financial covenants including maintenance
of
certain minimum EBITDA."  Please revise to state the covenants
including the minimum EBITDA requirement.
31. In the second to last paragraph on page 33, you state that you
"are restricted in [your] ability to, among other things, make
advances to [your] European operations, make acquisitions, make
capital expenditures, incur additional indebtedness and pay
dividends."  Please revise to note if these restrictions will be
in
place after this offering.
32. Please revise to describe the schedule for payment dates under
the credit facility.
33. Please revise to note whether you have sufficient cash
resources,
without the proceeds of the offering, to continue in operation for
the next twelve months.  If necessary, you may differentiate
between
cash needed to maintain versus grow the operations.
34. You state that you expect to repay the convertible notes when
due.  Please expand this disclosure to discuss the anticipated
source
of this debt payment.

Related Party Transactions, page 34
35. You state that "you issued promissory notes to Hogg Robinson
for
$3.6 million."  Please state the material terms of the notes
including, but not limited to, the interest rate and due dates.

Business, page 37
36. Please revise to note the extent of your operations in Europe
and
India.  This discussion should include, but not be limited to, the
type of operations conducted and the number of employees in each
location.  Also, please provide financial information about the
geographic areas where you do business, as required by Item 101(d)
of
Regulation S-K.

Company Overview, page 37
37. We note that you serve more than 150 clients globally.
Supplementally, please provide us with a list of countries in
which
you generate your revenue.









Our Products and Services, page 40
38. On page 41, in the second to last paragraph you state "we
offer
customer care services to travel companies who also use our CORREX
and TRANXACT transaction processing technologies."  In the same
paragraph, you state that you "have made a strategic decision to
gradually transition away from our customer care operations, and
on a
selective basis, we will continue to provide these services to
clients as part of our offering."  Please revise to note the
effects,
if any, this transition away from customer care will have on your
CORREX and TRANXACT business.

Our Competitive Strength, page 42

Establish Long Term Partnership, page 42
39. You state you "have a history of client contract renewals and
a
history of business expansion with our clients.  Many of our
clients
also commit to long-term contracts with us."   Please revise this
section to quantify the number of client contract renewals,
expansions and number of clients committed to long-term contract
renewals.

Our Growth Strategy, page 43
40. On page 12, you state that as part of your growth strategy you
"plan to continue to pursue opportunities abroad." Please revise
this
section to discuss any opportunities abroad you are currently
pursuing.

Clients and Partners, page 44
41. Please provide a list of companies that were under contract as
of
December 31, 2004.  It appears that the client list on page 44
represents companies that were under contract at a point in time
during the fiscal year.  For instance, we note on page 30 that you
terminated your relationship with US Airways Group, Inc. in 2004.
42. Please disclose the percentage of your total revenues for the
last fiscal year represented by each of the clients you have
listed.
We note that these are your largest clients as measured by the
clients` revenues, but the significance of these clients to your
business is not clear.
43. Please ensure that the disclosure reflects your dependence on
your top five customers.  Refer to Item 101(c)(vii) of Regulation
S-
K.


Sales and Client Services, page 45
44. We note that you are focused on the revenue growth
opportunities
with your existing clients.  Please revise the disclosure to
clarify
how your decision to move away from customer care services fits
into
your focus on revenue growth.

Properties, page 50
45. We note on page 37 that you have operations in India.  We also
note that you did not list any facilities in India.  Please advise
us
as to whether you lease any facilities in India, and if you do,
advise us as to why the facilities were not listed in this
section.

Executive Officers and Directors, page 51
46. Please state where H. Shane Hammond was employed from 2000 -
2002.  Refer to Item 401(e) of Regulation S-K.

Composition of the Board of Directors, page 53
47. You state that upon completion of this offering, "[you] expect
that Messrs. Brindle and Klein will resign as directors and [your]
board will consist of five persons."  Please revise to state the
basis of this expectation and the reasons for their resignations.
Certain Relationships and Related Transactions, page 61
48. We note that your note agreements with BCD Technology, Hogg
Robinson, WorldTravel Partners, Sabre Investments, and Davis
Family
Holdings Inc. were amended to increase the annualized interest
rates
from 7% to 11%.  Please revise to state the reason for the
increase
in the interest rate, whether there was any other change in terms
and
whether the increase was the result of arms-length negotiations.

Our Relationship Hogg Robinson plc and its affiliate Hogg Robinson
Holdings BV, page 61
49. In the second full paragraph, please note the amounts in U.S.
dollars as well as the foreign currency amounts.





Agreements, page 62
50. Please revise to clarify whether the agreements related to
software licensing and services are provided at arms-length
pricing.
If not, please describe how those agreements were priced.

Our Relationship with WorldTravel Partners I, LLC and its
affiliates,
page 62
51. Please revise to state the amounts you have paid under the
shared
services agreement since the beginning of your last fiscal year.

Our Relationship with Sabre Investments, Inc., page 63
52. Refer to the agreement dated August 31, 2000.  Please revise
to
quantify the amounts paid by Sabre Inc. for its license of your
software products.

Arrangements with our President and Chief Executive Officer, page
63
53. Refer to the description of the promissory note agreement
between
Mr. Davis and Bank of America.  Supplementally, please tell us
whether you are a guarantor or have any other liability regarding
the
note and if the note has any business purpose related to you.  If
so,
please revise the disclosure to reflect these provisions.

Equity Holder Agreements, page 64
54. Please revise to discuss any rights under these agreements
that
you or the shareholders expect to exercise prior to consummation
of
this offering.

Principal and Selling Shareholders, page 66

55. Supplementally, please identify all selling shareholders who
are
registered broker-dealers or affiliates of broker dealers.
Additionally, tell us if the broker-dealer received the securities
as
underwriting compensation.  Please note that a registration
statement
registering the resale of shares being offered by broker-dealers
must
identify the broker dealers as underwriters if the shares were not
issued as underwriting compensation.





56. If applicable, please provide an analysis of why the resale of
securities by affiliates of broker-dealers is not an indirect
primary
offering.  Your analysis should address the following points:
* how long the selling shareholders have held the securities;
* the circumstances under which the selling shareholders received
the
securities;
* the selling shareholders` relationship to the issuer;
* the amount of securities involved;
* whether the sellers are in the business of underwriting
securities;
and
* whether under all the circumstances it appears that the seller
is
acting as a conduit for the issuer.
Assuming the resale of securities by affiliates of broker-dealers
is
not an indirect primary offering, you must clearly state in your
prospectus:
* the seller purchased in the ordinary course of business; and
* at the time of the purchase of the securities to be resold the
seller had no agreements or understandings, directly or
indirectly,
with any person to distribute the securities.

57. Please disclose the natural persons controlling the investment
decisions with respect to shares held by Hogg Robinson Holdings BV
and Sabre Investments, Inc.  Refer to the Division of Corporation
Finance Telephone Interpretation 4S (March 1999 Supplement).

Warrants, page 68
58. On page 34, you note that the "warrant are subject to purchase
by
us."  Please revise to note the conditions under which you can
purchase the warrants.
59. Please revise to state when the warrants for 640,285 shares
become exercisable.












Underwriting, page 75
60. Supplementally, please describe the mechanics of how and when
shares will be offered and sold to investors in the directed share
program.  For example, tell us how you will determine the
prospective
recipients and number of reserved shares.  Tell us how and when
you
and the underwriters notified the directed share investors,
including
the types of communication used.  Disclose whether the
underwriters
or the company are using electronic communications or procedures,
such as e-mail.  Provide us with any materials given to potential
purchasers.

Discuss the procedures these investors must follow in order to
purchase the offered securities, including how and when the
underwriter or the company receives communications or funds.  In
this
regard describe the process for confirmation and settlement of
sales
to directed share purchasers.  Indicate whether directed share
purchasers required to establish accounts before the effective
time,
and if so, what if any funds are put in newly established
brokerage
accounts before the effective date.  Tell us how the procedures
for
the directed share program differ from the procedures for the
general
offering to the public.

61. Refer to the last paragraph on page 78.  Supplementally,
please
tell us how the procedures for electronic distribution of your
prospectus will comply with Section 5 of the Securities Act.  In
particular, please provide your analysis of how you or the
underwriters will provide investors with a prospectus that
satisfies
the prospectus delivery requirements.  In addition, please
describe
the following to us in more detail:

* the communications used;

* the manner of conducting the distribution and sale, such as the
use
of indications of interest or conditional offers; and

* the funding of an account and payment of the purchase price.

Your analysis should address the communications made during the
pre-
effective and post-effective periods.  Alternatively, if the
underwriters` procedures for electronic distribution have already
been approved by the staff, please confirm that the procedures
have
not changed since the time of our approval.

Where You Can Find More Information, page 80
62. Please revise to note that the public reference room has
relocated to Room 1580, 100 F Street NE, Washington D.C. 20549.


Financial Statements

General
63. Please update the financial statements in accordance with Rule
3-
12 of Regulation S-X.

Stock-Based Compensation, page F-11
64. Please state explicitly that, as we assume, you are using the
intrinsic value method for your stock based employee compensation.
Refer to FAS 123 paragraph 45 (a).

Newly Issued Pronouncements, page F-14
65. Please expand this note to address your adoption of FIN 46R.

Note 10 Europe Purchase and Restructuring, page F-20
66. Please explain to us and revise the note to disclose the
factors
that contributed to a purchase price with significant amounts of
goodwill.  Please explain your methodology for allocating the
purchase price.  Refer to paragraphs 39 and A14 of SFAS 141.
Additionally, advise us of any intangible assets included in
goodwill
that do not meet the criteria for recognition apart from goodwill.
67. You state on page F-21 that the company consolidated its
European
operating locations to Germany by closing its France and
Switzerland
operations.  Please tell us why the Switzerland operations met the
criteria in EITF 95-3 to include the restructuring costs in the
purchase price allocation while the French operations were
expensed.
68. Please explain to us how you applied Rule 3-05 of Regulation
S-X
to the acquisition of TRX Europe and TRX Central Europe.

Item 15.  Recent Sales of Unregistered Securities, page II-2
69. Please revise to state the type and amount of consideration
paid
for the options granted to employees, officers, directors, and
consultants.  Also, please separately state the number of options
granted under your 2002 Stock Incentive Plan and the number
granted
outside the plan.



Exhibits
70. Please file the legal opinion with your next amendment, or
provide us with a draft legal opinion.  We must review your
opinion
and all other remaining exhibits before the registration statement
is
declared effective and we may have additional comments.

Other

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your 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 your amendment and
responses
to our comments.

      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 Act
of
1933 and 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Thomas Flinn, Accountant, at (202) 551-3469
or
Jorge Bonilla, Senior Accountant, at (202) 551-3414 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact David Roberts, Staff Attorney, at (202)
551-
3856 or the undersigned at (202) 551-3780 with any other
questions.

      Sincerely,



      Karen J. Garnett
      Assistant Director

cc:	Jeffrey K. Haidet, Esq. (via facsimile)

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Norwood H. Davis
TRX, Inc.
June 8, 2005
Page 1