SecProbe.io

Mail Stop 4561
        December 23, 2008

Mr. Brian K. Miller
Executive Vice President and
Chief Financial Officer
Tyler Technologies, Inc.
5949 Sherry Lane, Suite 1400
Dallas, Texas 75225

Re: Tyler Technologies, Inc.
Definitive Proxy Statement on Schedule 14A
Filed March 24, 2008
 File No. 001-10485

Dear Mr. Miller:

We have reviewed your response letter  dated December 3, 2008 in connection
with the above-referenced filing 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 deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.  Unless otherwise noted, where prior comments are referred to they
refer to our letter dated November 18, 2008.

Definitive Proxy Statement

Compensation Discussion and Analysis, page 16

General

1. We refer to comment 6 of our prior letter dated November 18, 2008.  In your
response, you indicate that you will di sclose that stock option awards are
discretionary.  In addition to  disclosing that stock opti on awards are discretionary,
we would expect to see discussion and analysis of how discretion was applied to
reach the ultimate stock option awards.  Fo r example, in the event that you base
compensation on an executive’s change(s ) in responsibility, you should discuss

Mr. Brian K. Miller
Tyler Technologies, Inc.
December 23, 2008 Page 2
the specific change(s ) in responsibility and how the change(s) in responsibility
substantively affected the Committee’s decisions with respect to that executive’s compensation.

You also state that the Committee, using its judgment, may exercise discretion in
granting additional bonus amounts as it deems appropriate.  In the event the Committee does exercise discretion and grant additional bonus amounts, your
compensation discussion and analysis should explain how the Committee determined the specific additional bonus amounts awarded and why the
Committee deemed the additional b onus amounts appropriate under the
circumstance (e.g., was there extraordin ary executive perf ormance, did the
executive undertake additi onal responsibilities).

Finally, you indicate that you do not publicly disclose your operating profit plan
and earnings per share goals and that you consider these target levels to be
confidential information.  If you are rely ing on Instruction 4 to Item 402(b) of
Regulation S-K to omit these target le vels, you should provide us with your
competitive harm analysis, and you should di sclose how difficult it will be for the
executives or how likely it will be for the company to achieve the undisclosed target levels.

2. We refer to comment 7 of our prior le tter dated November 18, 2008.  In future
filings, the CD&A section should provide sufficient quantitative or qualitative
disclosure of the analyses underlying the Committee’s decision to make specific compensation awards.  For example, with  respect to the disclosure in your
2007/2008 chart provided in response to comment 7, where base salary is
increased because of the executive’s prior year performance, we would expect to
see discussion and analysis of the specific factor(s) the Committee took into consideration in making its decision to increase the executive’s base salary, and how the Committee determined the sala ry increase amount based upon those
factors.  In addition, you r CD&A should explain how decisions regarding one
type of award motivated the Committee to  award or consider other forms of
compensation.

3. We refer to comment 8 of our prior letter dated November 18, 2008.  In your
response, you state that higher ranked ex ecutive officers are compensated at a
higher percentage of base salary.  We  would expect to see a discussion and
analysis of why certain executive officers are compensated differently than others.  For example, if one executive is compensated differently because that executive has additional responsibilities, you should explain how those additional responsibilities resulted in compensation differences.

You also state that your chief executive  officer provides recommendations to the
Committee on annual bonus performance targ ets, base salary and stock option

Mr. Brian K. Miller
Tyler Technologies, Inc.
December 23, 2008 Page 3
awards and that your chief executive o fficer’s recommendations are based on
internal pay relationships and consis tency, the executives’ performance and
experience, level of responsibility, change s in responsibility, retention risk and
market survey data.  We would expect to see a discussion and analysis of how
those recommendations were used by the Committee in setting the actual compensation for your executives.

4. We refer to comment 9 of our prior lett er dated November 18, 2008.  We note that
your incentive compensation plans do not include any individual performance
goals  for attaining cash bonuses or stoc k options.  However, your response
indicates that executive performance is considered when the Committee makes compensation decisions.  Your CD&A shoul d disclose specific contributions the
Committee considered in its evaluation and, if applicable, how they were weighed and factored into compensation decisions.  For example, if the Committee made a compensation decision based on extraordinary performance, this contribution, and how this contribution was weighed and f actored into a specific compensation
decision, should be discussed.

5. We refer to comment 11 of our prior letter dated November 18, 2008.  To the
extent that you use comparative compensation information in determining your executive compensation, you should provide  a detailed explanation of how you
used that comparative information and how  that comparative information affected
compensation decisions.  If you benchmark your compensation, but exercise discretion in using the co mparative compensation information, we would expect
to see a discussion of the nature and exte nt of that discreti on and whether or how
it was exercised.

* * * * * * *

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.

Mr. Brian K. Miller
Tyler Technologies, Inc.
December 23, 2008 Page 4
You may contact Michael Johnson, Staff Attorney, at (202) 551-3477 or Jay
Ingram, Staff Attorney, at (202) 551-3397 if you have any questions regarding our
comments.  If you need further assistan ce, you may contact me at (202) 551-3451.

       S i n c e r e l y ,

      Mark Kronforst
Accounting Branch Chief