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June 8, 2005

      Mail Stop 4561

Norwood H. Davis, III
President and Chief Executive Officer
TRX, Inc.
6 West Druid Hills Drive
Atlanta, Georgia 30329

Re:	TRX, Inc.
      Registration Statement on Form S-1
      Filed May 9, 2005
      File No. 333-124741

Dear Mr. Davis:

      We have reviewed your filing and have the following
comments.
Where 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 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 comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-1

General Comments
1. Please provide us with copies of all graphics, maps,
photographs,
and related captions or other artwork including logos that you
intend
to use in the prospectus.

2. We note an interview by Mr. Davis with Travel Mole.com was
published on May 18, 2005 and remains posted on your company
website.
In the interview, Mr. Davis said that TRX "had a record-breaking
second quarter and is on track to do 93 million travel
transactions
worth $35 billion in air sales this year."  Please provide a
detailed
analysis regarding whether Mr. Davis` statements in this interview
have the effect of conditioning the market for your offering.  If
so,
it appears that Mr. Davis` statements may constitute an offering
of
your securities by means other than a Section 10 prospectus.
Please
tell us how you intend to address the publication of Mr. Davis`
remarks.
3. In the same article noted in Comment 3 above, Mr. Davis makes a
number of statements that do not appear in the prospectus.  Please
provide supplemental support for these statements.  Please include
these statements in the prospectus or tell us why you believe it
is
not appropriate to do so.
* "TRX, the world`s largest travel process outsourcing company"

* "[TRX] processes over 10% of the global airline tickets sold"

* "the company had enrolled over 50 travel management companies in
its RESX distributor program just one year after its launch."
4. The basis for comparative factual assertions and for your
management`s beliefs must be clear from the text of the prospectus
or
provided supplementally to us.  Please revise your disclosure
throughout the document to address our concerns, or advise us as
necessary.  In providing supplemental support, clearly mark the
location of the information you believe is supportive of the
statement referenced.  We note, for example, but without
limitation
that you state:
* "We believe this scale typically cannot be achieved internally
by
our clients and is not currently available from a travel supplier,
agency, or Global Distribution System, or GDS." (page 1)
* "We believe that as the markets we serve continue to experience
fundamental change, many companies will not have the necessary
resources, scale or capabilities to quickly adapt their technology
and processes." (page 2)
* "We believe that many traditional travel agencies will
increasingly
recognize that their decentralized legacy structures put them at a
cost disadvantage, and that greater process efficiencies and
technology will improve both service levels and margins." (page 3)
* "Travel agencies have been consolidating at an increasing rate
due
to a number of marketplace dynamics, including the growth of the
Internet as a low cost distribution channel and reduction in
supplier
commissions, which force agencies to seek ways to control costs.
For
example, agency locations in the U.S. registered with Airlines
Reporting Corporation, or ARC, have declined 21% from 2002 through
the end of 2004, yet overall airline sales reported through ARC
are
up 3% during the same period." (page 39)
* "We believe that independent non-GDS owned booking engines, such
as
RESX, have increased their market share over the last several
years."
(page 42)
5. We note your use of the term "leading" throughout the document.
For instance, on page 1, 26 and 37 you note that you are "a
leading,
independent provider of transaction processing and data
integration
services to the global travel industry."  The term "leading" is
vague
and abstract.  Please revise to clarify the measure you are using
to
determine your leadership position.  Supplementally, provide us
with
current industry data that supports these assertions.  In
providing
supplemental support, clearly mark the location of the information
you believe is supportive of the statement referenced.
6. Please clearly explain your business with the goals of plain
English in mind.  The use of industry jargon and technical terms
may
not be clear to someone who is not familiar with your business or
your industry.  We note the following examples:
* transaction processing and data integration services
* hosted technology and services
* aggregating transaction volume
* Global Distribution System
* process reengineering
* data feeds
* communication costs
* paper consumable
* key service level metric

Please revise your prospectus to eliminate or substantially limit
your use of industry jargon and technical terms.  Instead,
describe
your business in clear, plain language.
7. Please supplementally provide us with highlighted copies of any
study or report that you cite or on which you rely. For example,
we
note that you refer to Credit Card Management, Travel Weekly and
PhoCusWright.  Confirm that the industry reports or studies that
you
rely on were not prepared for you and that you did not compensate
the
party that prepared these reports or studies.  Alternatively,
please
file the experts` consent as exhibits to the registration
statement.
Prospectus Summary

TRX, Inc., page 1
8. We note the disclosure regarding revenues at the bottom of page
1.
This statement appears to be repetitive, since you have included
summary financial information on page 5.  Please revise to omit
the
language on page 1.  Alternatively, please balance the statement
with
disclosure that you have experienced net losses in each of the
last
five fiscal years.
9. Please revise this section to note how your fees are generated
(e.g. flat fee or by the transaction).  Also, please note if it
varies by product.  Refer to your disclosure on page 26.

Risk Factors, page 8
10. We note that $22 million (or roughly 32%) of your $66 million
in
assets consists of goodwill.  Given your history of losses, please
add a risk factor addressing the potential impairment of this
asset.
11. Mitigating statements are not appropriate in the risk factor
discussion.  Please revise your risk factors to remove all
mitigating
language.  For example:
* on page 8, you state that "[a]lthough we work with our clients
and
draw upon our experience to forecast transaction volatility."
* on page 12, you state that "[a]lthough our business generally is
highly automated."
12. Please avoid using generic conclusions such as "adversely
affected" or similar language when describing a risk`s effects.
For
example, you indicate that if you are "not successful in marketing
our solutions to new industries, our business and results of
operations may be adversely affected."  Replace this, and similar
language, with specific disclosure of how you, your business,
financial condition and results of operations would be affected by
the facts you describe.

13. Please add a risk factor addressing the specific risk of
identity
theft.  This discussion should include whether you have
experienced
any compromises or breaches of your security systems.  If you have
experienced such compromises or breaches, discuss why they
occurred
and how often they have occurred.
14. Please add a risk factor addressing the potential dilutive
effects that the conversion of your notes, exercise of your
outstanding options, exercise of your outstanding warrants and
offering of additional shares could have on the price of your
stock
and ownership interest in you.
Failures of our software, hardware, and other systems could
increase
our operating costs, subject us to monetary damages, undermine our
clients` confidence in our reliability, and cause us to lose
clients
or prevent us from gaining new clients, page 8
15. Supplementally, please tell us whether you have experienced a
system failure.  If so, please revise your risk factor describe
the
failure and the impact on your business.

Our international operations subject us to additional business
risks
that may reduce our profitability or revenues, page 12
16. Please revise this risk factor to describe the specific risks
to
you.  For instance, please note the effect that the rising labor
costs in India could have on your operations.
Use of Proceeds, page 20
17. Your disclosure suggests that you do not have any current
specific plan for the offering proceeds.  Please revise to discuss
the principal reasons for the offering.  Refer to Item 504 of
Regulation S-K.
18. We note that you may use a portion of the net proceeds to
acquire
businesses, products or technologies.  Supplementally, please tell
us
the status of any negotiations related to such acquisitions.
Similarly, please tell us whether you currently have any
agreements
or commitments in place for capital expenditures that you expect
to
pay with proceeds from the offering.

Selected Consolidated Financial Data, page 23
19. You state that Adjusted EBITDA is similar, but not identical,
to
certain financial ratios used in the financial covenants of your
revolving credit facility.  If this is the primary reason for
disclosing Adjusted EBITDA, please revise to state so. Also, refer
to
question 10 of the June 13, 2003 FAQ Regarding the Use of Non-GAAP
Financial Measures and include the following disclosures:
* materiality of the credit facility;
* the amount or limit required for compliance with the covenant;
* the actual or reasonably likely effects of compliance or non-
compliance with the covenant on your financial condition and
liquidity; and
* the ratios that are similar, but not identical, to certain
financial ratios used in your covenants.
20. If the debt covenant is not the primary reason for disclosing
Adjusted EBITDA and since you use Adjusted EBITDA to evaluate
performance, tell us how each of the adjustments to EBITDA are in
compliance with Item 10(e)(ii)(B) of Regulation S-K. For example,
we
note that you have incurred non-cash compensation expense in each
of
the last five years, you have made a strategic decision to
gradually
transition away from your customer care operations (page 26) and
expect to incur restructuring expenses in 2005 (page 33).

Managements Discussion and Analysis of Financial Condition and
Results of Operations, page 26

General
21. Please revise to disclose your financial and non-financial
performance indicators that management uses to manage and assess
the
business and that would be material to investors.  Refer to SEC
Release 33-8350.

Overview, page 26
22. Please revise to describe the anticipated impact on costs and
revenues resulting from the transition away from customer care
operations.  Also, please disclose the number of customer care
facilities you expect to close.

Sources of Revenue, page 26
23. Please revise to discuss the impact of inflation and changing
prices (in the U.S. and other countries where you do business) for
your three most recent fiscal years.  Refer to Item 303(a)(3)(iv)
of
Regulation S-K.

Acquisitions, page 28
24. You state that in January 2004 you acquired the remaining
interests in your European joint ventures.  Please revise to
disclose
whom you purchased the interest from and whether this acquisition
was
an arms-length transaction.  Also, please describe the impact of
these acquisitions on your revenues and expenses.

Transaction Processing Provisions, page 29
25. You state that you have recorded estimates to account for
processing errors made in ticketing or fare loading process that
results in tickets being issued at wrong prices or agency
commissions
being miscalculated.  If material, disclose the amounts you have
recorded in 2004, 2003, and 2002 and where this provision is
recorded
in your financial statements.

Comparison to Fiscal Years Ended December 31, 2004 and December
31,
2003, page 30
26. Please include a separate column to show the percentage of
total
revenues represented by each line item for each of the fiscal
years
presented.  Provide conforming changes in the table on page 31.
27. To the extent practicable, quantify the effect of each factor
that contributed to the significant increase in data integration
revenues and disclose if you expect this trend will continue in
future years.
28. We note that your technology development expenses increased
primarily related to your DATATRAX solution.  Please disclose if
you
expect this trend will continue in future years.

Liquidity and Capital Resources, page 32
29. We note the discussion of your growth strategy in the Business
section.  Please revise here to discuss the estimated costs of
this
intended growth and whether you have entered into any material
commitments regarding this growth.  The discussion should include,
but not be limited to, the estimated costs associated with any
significant increase in the number of personnel that you expect in
2005.  Also discuss how you expect to fund these costs.
30. In the second to last paragraph on page 33, you state that you
"are subject to certain financial covenants including maintenance
of
certain minimum EBITDA."  Please revise to state the covenants
including the minimum EBITDA requirement.
31. In the second to last paragraph on page 33, you state that you
"are restricted in [your] ability to, among other things, make
advances to [your] European operations, make acquisitions, make
capital expenditures, incur additional indebtedness and pay
dividends."  Please revise to note if these restrictions will be
in
place after this offering.
32. Please revise to describe the schedule for payment dates under
the credit facility.
33. Please revise to note whether you have sufficient cash
resources,
without the proceeds of the offering, to continue in operation for
the next twelve months.  If necessary, you may differentiate
between
cash needed to maintain versus grow the operations.
34. You state that you expect to repay the convertible notes when
due.  Please expand this disclosure to discuss the anticipated
source
of this debt payment.

Related Party Transactions, page 34
35. You state that "you issued promissory notes to Hogg Robinson
for
$3.6 million."  Please state the material terms of the notes
including, but not limited to, the interest rate and due dates.

Business, page 37
36. Please revise to note the extent of your operations in Europe
and
India.  This discussion should include, but not be limited to, the
type of operations conducted and the number of employees in each
location.  Also, please provide financial information about the
geographic areas where you do business, as required by Item 101(d)
of
Regulation S-K.

Company Overview, page 37
37. We note that you serve more than 150 clients globally.
Supplementally, please provide us with a list of countries in
which
you generate your revenue.

Our Products and Services, page 40
38. On page 41, in the second to last paragraph you state "we
offer
customer care services to travel companies who also use our CORREX
and TRANXACT transaction p