April 27, 2006

Mail Stop 4561

Maurice B. Tose
President, Chief Executive Officer and Chairman of the Board
TeleCommunication Systems, Inc.
275 West Street
Annapolis, MD 21401

      Re:	TeleCommunication Systems, Inc.
		Registration Statement on Form S-3
      Filed April 5, 2006
		File No. 333-133018

		Form 10-K for the year ended December 31, 2005
		Filed March 16, 2006
		File No. 0-30821

Dear Mr. Tose:

      We have limited our review of your filings to that issues we
have addressed in our comments.  We think you should revise your
document in response to those 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.  In some of our comments, we may ask you to
provide
us with information so we may better understand your disclosure.
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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-3
Selling Stockholders, page 21
1. Please supplementally confirm that none of the selling
stockholders are affiliates of registered broker-dealers.


Exhibit 5. Legal Opinion
2. The second assumption at the top of page 2 appears
inappropriate
in that counsel should ascertain that TeleCommunication does have
the
requisite number of shares of Class A Common Stock available for
issuance prior to the issuance of any Warrant Shares.
3. The final sentence in the first full paragraph on page 2
appears
inappropriate since, if any laws other than Maryland apply, it is
up
to counsel to render an opinion based upon those laws or to obtain
an
opinion from appropriate counsel.  Please revise or advise.
4. As counsel`s opinion is limited to the date rendered and
specifically excludes any changes made to state or federal laws
after
that date, consider whether an updated opinion will be needed at
or
about the time the company requests acceleration of effectiveness
of
this filing.

Part II
Item 17. Undertakings, page 31
5. Item 512(a) of Regulation S-K was recently amended in Release
No.
33-8591. Please revise your undertakings as appropriate.

Form 10-K for the year ended December 31, 2005
Item 9A. Controls and Procedures, page 44
Changes in Internal Control over Financial Reporting, page 45
6. Please revise to disclose the specific problems with your
documentation and procedures relating to revenue recognition of
contracts with multiple element arrangements.  Further, please
describe the changes made to remediate those problems before
December
21, 2005, and confirm that the remediation did not incur any
material
expense.  Please see Item 308(c) of Regulation S-K.

Part III
7. We note that TeleCommunication filed its Form 10-K stating that
it
was incorporating by reference the Part III information from its
definitive proxy materials.  Please ensure that this information
is
filed before you seek acceleration.  See Corporation Finance
Telephone Interpretation H 6.

***************************************

      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 Rule 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.

      Please contact Hugh Fuller at (202) 551-3853 or me at (202)
551- 3730 with any other questions.

      					Sincerely,


      					Barbara C. Jacobs
      					Assistant Director


CC:	Wm. David Chalk
	Piper Rudnick Gray Cary US LLP
	6225 Smith Avenue
	Baltimore, MD 21209-3600
	Facsimile no. (410) 580-3120
Michael B. Tose
TeleCommunication Systems, Inc.
April 27, 2006
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