SecProbe.io

Mail Stop 4561
        November 18, 2008

Mr. John S. Marr
Chief Executive Officer and President
Tyler Technologies, Inc.
5949 Sherry Lane, Suite 1400
Dallas, Texas 75225

Re: Tyler Technologies, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2007
Filed February 28, 2008
Definitive Proxy Statement on Schedule 14A
Filed March 24, 2008
Form 10-Q for the Quart er Ended September 30, 2008
Filed October 27, 2008
 File No. 001-10485

Dear Mr. Marr:

We have reviewed the above-referenced f ilings and have the following comments.
If 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
raise additional comments.

Please understand that the purpose of our re view 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.

Mr. John S. Marr
Tyler Technologies, Inc.
November 18, 2008 Page 2
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Overview, page 21
1. Consider expanding your “Overview” to  include both past and prospective
discussion and analysis of  financial condition and ope rating performance.  You
should also provide insight into material opportunities, challenges and risks, such
as those presented by known material tr ends and uncertainties, on which Tyler’s
executives are most focused for both th e short and long term , as well as the
actions they are taking to address thes e opportunities, challenges and risks.
Discuss any significant product releases or new services th at have impacted or are
expected to impact revenues.  Refer to Release 33-8350 on our website at
www.sec.gov .

Financial Condition and Liquidity, page 32
2. In comment number 3 of our letter dated April 26, 2007, relating to your Form 10-K for the fiscal year ended December 31, 2006, we indicated that your
discussion of operating cash flow did not address certain material items or their
impact on your cash flows.  In your response letter dated May 9, 2007, you indicated that
 you would expand your disclosure regarding changes in working
capital in future filings.  However, we note that in your 2007 Form 10-K you provide no discussion of operating cash flow nor do you provide any disclosure
regarding the changes in working capital and their imp act on your cash flows.
Please tell us how the disclosure under th is section reflects the assertion made in
your May 9, 2007 letter and tell us ho w you concluded that your disclosures
comply with Section IV.B.1 of SEC Release 33-8350.
3. On page 33, you state that it is not your us ual business practice to enter into off-
balance sheet arrangements.  It is unclea r from your disclosure whether you have
off-balance sheet arrangements.  Please clarify.

Financial Statements

Consolidated Statements of Operations, page F-3
4. Your revenue recognition policy on page F-8 indicates that revenues from certain multiple-element arrangements are recognized over the period services are performed due to a lack of VSOE of fair value of certain elements.  We also note
that you have arrangements accounted for under SOP 81-1.  Please tell us where
you classify these revenues and related costs in your Consolidated Statements of Operations.  If you classify these revenue s and related costs in a single line item
or allocate between products and se rvices please explain your basis of
presentation or allocatio n methodology, why you believe such presentation is

Mr. John S. Marr
Tyler Technologies, Inc.
November 18, 2008 Page 3
reasonable and confirm to us that this pres entation has been consistently applied.
Assuming that your presentation of revenue s and cost of revenues is considered
reasonable for purposes of complying with Rule 5-03(b)(1) and (2) of Regulation S-X, please ensure that your MD&A, Cr itical Accounting Policies and Estimates
and footnote disclosures incl ude a discussion of your ba sis of presentation or
allocation methodology and discuss the reasons for such presentation or
allocation.

Consolidated Statements of Cash Flows, page F-6
5. Please tell us how you considered paragraphs 23(c) of SFAS No. 95 and paragraph A96 of SFAS No. 123R.  In this regard, we note that you have not disclosed the amount of excess tax benef its as a separate line item within
operating cash flows.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 16
General
6. Please provide an expanded analysis of how you arrived at and why you paid each particular level of compensation for 2007.  For example, we note minimal discussion and analysis of how the Co mmittee determined specific cash bonus
amounts and specific stock option award.  We  would expect to see a more focused
discussion that provides substantive analysis and insight into how the Committee made actual payout determinations for the fiscal year for which compensation is being reported.  Refer to paragraphs (b)(1)(iii) and (v) of Item 402 of Regulation
S-K.  You should provide complete discus sions of the specific factors considered
by the Committee in ultimately approving this and other forms of compensation,
including the reasons why the Committee believes that the amounts paid to each named executive officer are appropriate in light of the various items it considered in making specific compensation decisions.
7. Please provide clear disclosure that a ddresses how each compensation component
and your decisions regarding these elem ents fit into your overall compensation
objectives and their impact regarding other elements.  See Item 402(b)(1)(vi) of
Regulation S-K.  Clarify whether you review each element of compensation
independently or whether you consider each  element collectively with the other
elements of your compensation program when establishing the various forms and levels of compensation.  In doing so, pl ease provide sufficient quantitative or
qualitative disclosure as appropriate of  the analyses underlying the Committee’s
decision to make specific compensation aw ards and how decisions regarding one
type of award motivate the Committee to  award or consider other forms of

Mr. John S. Marr
Tyler Technologies, Inc.
November 18, 2008 Page 4
compensation.  Explain and place in context how you considered each element of compensation and why determinations with  respect to one element may or may
not have influenced the Committee’s decisi ons with respect to other allocated or
contemplated awards.
8. The compensation discussion and analysis  should be sufficiently precise to
capture material differences in compensation policies with respect to individual named executive officers.  Refer to S ection II.B.1 of Commi ssion Release No. 33-
8732A.  In this regard, we note wide disp arities in the cash and option awards
made in fiscal 2007 to Messrs. Marr a nd Womble compared to those made to
Messrs. Miller and Moore.  We would exp ect to see a detailed analysis of how
and why the compensation of your highest -paid named executive officers differs
from that of the other named executive offi cers.  If policies or decisions relating
to a named executive officer are materially different than the other officers, this should be discussed on an individualized basis.
9. You provide minimal discussion and anal ysis of the effect of individual
performance on awards of cash bonuses and stock options.  Please provide additional detail and an analysis of how  individual performance contributed to
actual compensation for the named executive officers.  For example, disclose the elements of individual performance, both quantitative and qualitative, and specific
contributions the Committee and/or the Board of Directors considered in its
evaluation, and if applicable, how they we re weighed and factor ed into specific
compensation decisions.  See Item 402(b)(2)(vii) of Regulation S-K.
10. Please elaborate on the role of Mr. Marr in compensation processes and his input
during the crafting of compen sation packages to include  a discussion of whether
or not he makes recommendations to the Committee relating to measures, targets
and similar items that affect his compensation and the extent to which he attends Committee meetings.
11. We note your statement on page 16 that, from time to time, salaries, bonuses, and other compensation of your executive officers are evaluated by reference to nationwide comparisons.  It appears, ther efore, that you engage in benchmarking
executive compensation and that you should identify the companies that comprise your peer group and each benchmarked elemen t of compensation.  In this regard,
please tell us how you considered It em 402(b)(2)(xiv) of Regulation S-K.

Annual Cash Bonus Program, page 17
12. With respect to amounts awarded under th e 2007 EPS Bonus Plan, please address
how the Committee determined the specifi c awards based upon the achievement
or non-achievement of the relevant performance metrics.  We would expect to see a more focused discussion of your performance objectives and the extent to which

Mr. John S. Marr
Tyler Technologies, Inc.
November 18, 2008 Page 5
target or maximum levels of perf ormance goals were achieved and how
achievement of the various corporate perf ormance objectives and individual goals
resulted in specific payouts under the pla n.  Please refer to paragraphs (b)(1)(v)
and (b)(2)(v) and (vi) of Item 402 of Regulation S-K.
Executive Compensation

Summary Compensation Table, page 19
13. Please tell us why amount s awarded pursuant to the 2007 EPS Bonus Plan have
been included in the bonus column of your summary compensation table.  Awards
granted pursuant to non-e quity incentive plans should be included in the Non-
Equity Incentive Plan Compensation column.  Refer to Item 402(c)(1) and (c)(2)(vii) of Regulation S-K.

Grants of Plan-Based Awards in 2007, page 20
14. Awards granted pursuant to non-qualified incentive plans should be included in
the Estimated Future Payouts Under Non- Equity Incentive Plan Awards columns
of your grants of plan-based awards ta ble.  Refer to Item 402(d)(2)(iii) of
Regulation S-K.  As it appears amounts were awarded pursuant to the 2007 EPS
Bonus Plan, a non-equity incentive pla n, please tell us what  consideration you
gave to including this information in this table.
Potential Payments under Employment Contracts, page 22
15. Where appropriate, please describe and explain how the appropriate payment levels are determined under the circumst ances that trigger payments under the
employment agreements.  See paragraphs  (b)(1)(v) and (j)(3) of Item 402 of
Regulation S-K.  Also, in the compensa tion discussion and analysis, discuss how
these arrangements fit into your overall compensation objectives and affect the
decisions you made regardi ng other compensation elements and the rationale for
decisions made in connection with these arrangements.

Certain Relationships and Re lated Transactions, page 26
16. You state that you made $1.8 million in lease payments for office space owned by an entity in which the father and brot her of Mr. Marr, Jr. have an ownership
interest.  Please tell us the approximate  dollar amount of the interests of these
related persons’ in th is transaction.  Further, please  ensure that future filings
disclose this information, where required.  Refer to Item 404(a)(4) of Regulation S-K.

Mr. John S. Marr
Tyler Technologies, Inc.
November 18, 2008 Page 6
17. Future filings should include a discussion of your policies and procedures for the
review, approval, or ratification of any transaction required to be reported under
paragraph (a) of Item 404 of Regulation S-K.  While the material features of such policies and procedures will vary depe nding on the particular circumstances,
examples of such features may include , among other things, (i) the types of
transactions that are covered by such polic ies and procedures, (ii) the standards to
be applied pursuant to such policies a nd procedures, and (iii) a statement of
whether such policies and procedures are in writing and, if not, how such policies
and procedures are evidenced.  Refer to Item 404(b) of Regulation S-K.

Form 10-Q for the Fiscal Qu arter Ended September 30, 2008

Subsequent Event, page 11
18. We note that in October 2008 you ente red into a new revolving bank credit
agreement and a related pledge and secu rity agreement.  In preparing your
subsequent reports, consider discussing the impact of the covenants of these
agreements on Tyler’s ability to undertake  additional debt or equity financing
including, but not limited to, debt incu rrence restrictions and restrictions on
dividend payments.  If these covenants lim it, or are reasonably likely to limit,
Tyler’s ability to undertake financing to a material extent, you are required to
discuss the covenants in question and th e consequences of the limitation to its
financial condition and operating performance.   Refer to Section IV.C of Release
No. 34-48960.

Item 4.  Evaluation of Disclosure Controls and Procedures, page 20
19. Your disclosure does not appear to fully address whether your di sclosure controls
and procedures, as defined in Rule 13 a-15(e) under the Exchange Act, are
effective.  The rule requires that the disclosure controls and procedures be
“designed to ensure that information requi red to be disclosed by the issuer in the
reports that it files or submits under th e Act…is recorded, processed, summarized
and reported, within the time frames specified in the Commission’s rules and
forms,” and that they also be designed to  ensure that “information required to be
disclosed by an issuer . . . is accumu lated and communicated to the issuer’s
management . . . as appropriate to a llow timely decisions regarding required
disclosure.”  This comment also applie s to the evaluations of your disclosure
controls and procedures for the peri ods ending June 30, 2008 and March 31, 2008.
Please confirm, if true, that your disclo sure controls and procedures for the
relevant periods met all of the requirements of Rule 13a-15(e).
20. Please explain how your current disclosures comply with Item 308(c) of Regulation S-K.  Confirm, if true, that there were no changes in the registrant's
internal control over financial reporting th at occurred during the registrant's last

Mr. John S. Marr
Tyler Technologies, Inc.
November 18, 2008 Page 7
fiscal quarter (the re gistrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reas onably likely to materially affect, the
registrant's internal control over financ ial reporting.  Similar concerns apply to
your Forms 10-Q for the quarters ended March 31, 2008 and June 30, 2008.   Also, please confirm that you will revise your disclosures in future filings.

* * * * * * *

Please 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.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.