July 25, 2005

Via Fax & U.S. Mail

Mail Stop 3561

Mr. Mitchell Francis, Chief Executive Officer
Tix Corporation
12001 Ventura Place, Suite 340
Studio City, California 91604

Re: 	Tix Corporation (the "Company")
      Form 10-KSB for the year ended December 31, 2004
      Form 10-QSB for the quarter ended March 31, 2005
      File No. 0-24592

Dear Mr. Francis:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  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
filings.
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.

Accounting Comments

December 31, 2004 Form 10-KSB

Management`s Discussion and Analysis

Tix4Tonight, page 14

1. You state that your business model was successfully validated
by
the performance of Tickets2Nite during 2003.  Please support this
assertion by expanding your disclosure to more fully describe your
business model.  In this regard, clarify how the amounts of ticket
commissions and fees are determined.  Also, discuss your business
arrangements with the various Las Vegas shows, including whether
you
have exclusive arrangements with respect to the sale of same-day,
half-price tickets for these shows and whether you assume any
financial risk for unsold tickets.  In addition, discuss the
overall
number of Las Vegas shows, the number of these shows for which you
sell tickets, the average number of tickets remaining unsold at
the
beginning of the day of the performance, and the average number of
these tickets you sell on that same day (i.e., your market share),
and
any other relevant information and/or trends that may affect your
business.

Results of Operations, page 16

2. Since your reported revenues do not include the amounts for
which
the show tickets are sold, please delete the reference to a 25.7%
gross margin with respect to your sales of show tickets.
Disclosure
of gross ticket sales should only be made in the context of
specifically explaining how your revenues were generated.  For
example, you could disclose the specific amount of commissions you
earned as a percentage of the gross tickets sales along with the
amount of fees earned as a fixed amount per ticket sold.  Also, in
the
event you continue to include disclosure of gross ticket sales,
please
clarify whether the gross ticket sales amount you disclose is
based on
a full-price or half-price ticket.

Liquidity and Capital Resources

Debentures Payable and Standby Equity Distribution Agreement, page
21

3. Your disclosure with respect to the Standby Equity Distribution
Agreement should clearly state whether you have any present intent
to
sell stock to Cornell and should also state whether you have the
current ability to do so (i.e., whether you have satisfied the
required conditions).

Transactions with Primary Secured Lender, page 22

4. We note you expect to repay in full the Discounted Amount on or
before December 1, 2006.  In this regard, state the expected
source of
funding for this repayment.






Consolidated Financial Statements

Consolidated Balance Sheets, page 41

5. Supplementally tell us the nature of the $652,529 of
liabilities
related to your discontinued operations as of December 31, 2004.
If
these liabilities include the provision for loss with respect to
your
litigation with the Forum Shops, include appropriate disclosure to
that effect.

Consolidated Statements of Operations, page 42

6. Gross ticket sales should not be disclosed on the face of your
statements of operations.  As noted in a previous comment,
disclosure
of gross ticket sales should only be made in the context of
specifically explaining how your revenues were generated.

March 31, 2005 Form 10-QSB

7. Please also address our comments on your December 31, 2004 Form
10-
KSB to the extent they apply to your March 31, 2005 Form 10-QSB.



* * * * *

       As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 supplemental 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 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 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 filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or in
response to
our comments on your filings.


	You may contact Rob Perdue at (202) 551-3303 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3211 with any other
questions.


Sincerely,



							David R. Humphrey
							Branch Chief

Via Facsimile: Mr. Mitchell Francis
		(818) 761-1072