SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561

								August 24, 2005

Philip J. Downey
Vice President - General Counsel & Corporate Secretary
Technology Solutions Company
205 North Michigan Avenue, Suite 1500
Chicago, IL  60601

	Re:    	Technology Solutions Company
		Preliminary Proxy Statement on Schedule 14A
		Filed on August 19, 2005
		Form 10-K for the year ended December 31, 2004
		File No. 0-19433

Dear Mr. Downey:

      We have limited our review of your filing to matters
relating
to the proposed amendment to the Restated Certificate of
Incorporation to effect a reverse split and to the filing of the
information required by part III of the Form 10-K and have the
following comments.  Where indicated, we think you should revise
your
documents 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 detailed as necessary in
your
explanation.  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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Reverse Stock Split
1. Please revise to state whether the reverse stock split is part
of
a "Rule 13e-3 transaction" as defined in paragraph (a)(3) of that
regulation and briefly summarize the basis for your conclusion.
Please note that this term encompasses any series of transactions
involving one or more transactions described in paragraph
(a)(3)(i)
of the rule.  In this regard, we note from your disclosure in the
Form 10-K for the period ended December 31, 2004 that there were
387
holders of record of your common stock as of March 11, 2005.  Your
disclosure should include the number of record holders both before
and after the reverse stock split.
2. We call your attention to Rule 10b-17, which you should consult
in
connection with the process of implementing any stock split.

Information required by Part III of Form 10-K
3. It appears that you have not held an annual meeting to conduct
an
election of directors and have not filed the information required
by
Part III of your Form 10-K for the period ended December 31, 2004
within 120 days after the end of the fiscal year.  Please tell us
when you intend to file this information and provide us with your
analysis regarding whether you are in compliance with state law
requirements governing annual meetings.  In this regard, please
tell
when you held your last annual meeting and cite relevant state
statutes that govern the frequency and obligation to hold annual
meetings.  In addition, please tell us what your articles of
incorporation and bylaws specify as to the frequency with which
annual meetings are to be held. We may have further comment.

	Except for above-cited matters, we have not and do not intend
to
conduct any review of the information statement.  In view of our
limited review, all persons who are by statute responsible for the
adequacy and accuracy of the filing are urged to be certain that
all
information required pursuant to the Securities Act of 1933 has
been
included.

      As appropriate, please amend your filing 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 filing;

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

      Please direct any questions you may have to Maryse Mills-
Apenteng at (202) 551-3457 or, in her absence, to the undersigned
at
(202) 551-3462.  If you still require further assistance, you may
contact Barbara C. Jacobs, Assistant Director, at (202) 551-3735.

								Sincerely,

								Mark P. Shuman
								Branch Chief - Legal

??

??

??

??

Philip J. Downey
Technology Solutions Company
August 24, 2005
Page 1

</TEXT>
</DOCUMENT>