SecProbe.io

Mail Stop 4561         February 4, 2009  Mr. Brian K. Miller Executive Vice President and Chief Financial Officer  Tyler Technologies, Inc. 5949 Sherry Lane, Suite 1400 Dallas, Texas 75225
Re: Definitive Proxy Statement on Schedule 14A
Filed March 24, 2008
 File No. 001-10485

Dear Mr. Miller:

We have reviewed your response letter dated January 14, 2009 in connection with
the above-referenced filing and have the followi ng comment.  If indicated, we think you
should revise your document in response to this comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detaile d as necessary in your explan ation.  In our comment, we
may ask you to provide us with supplemental information so we may better understand
your disclosure.  After reviewing this inform ation, we may raise additional comments.
Unless otherwise noted, where prior comments ar e referred to they refer to our letter
dated December 23, 2008.  Definitive Proxy Statement

Compensation Discussion and Analysis, page 16

General

1. We understand, from your response letter dated January 14, 2009, that many decisions relating to your named executive officers’ compensation are derived from evaluations and recommendations fr om the Chief Executive Officer.  Yet,
your response letter merely  provides additional cont ext and detail about the
various items of corporate and individual performance that serve as the basis for
the implementation of your compen sation programs without providing
corresponding discussion of how the leve l of performance in each of these areas
impacted actual compensation awarded in 2007.  Please understand that

Mr. Brian K. Miller
Tyler Technologies, Inc. February 4, 2009 Page 2
discussion of the various items of corpor ate and individual perf ormance that were
considered by the Compensation Committee must be accompanied by a complete qualitative and quantitative discussion of how the Compensation Committee determined to award each specific form and level of compensation in 2007.  For
each named executive officer, state the fact ors that were considered in deriving
the payouts awarded for each component of compensation and provide an analytical evaluation of why the Comp ensation Committee determined that the
specific payout was appropriate  in light of the factors considered.  To assist you
with the development of a more comp rehensive Compensation Discussion and
Analysis, please refer to the ample amount  of publicly available guidance the
Division of Corporation Finance has i ssued in this regard including, most
recently, Director White’s October 21, 2008 speech, entitled “Executive Compensation Disclosure: Observations on Year Two and a Look Forward to the
Changing Landscape for 2009,” which is available on our website.

* * * * * * *

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.
 You may contact Michael F. Johnson, St aff 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