SecProbe.io

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      July 5, 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.
      Amendment No. 1 to Form S-1
      Filed June 17, 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.

	All page numbers refer to the marked courtesy copy of the
registration statement that you provided to us.

General
1. We note your response to comment 4.  In a number of instances
the
support you provide in Attachment 4 is insufficient given that it
is
based on unsupported factual assertions.  Please provide
independent
third-party support for all factual assertions that you make
regarding industry data or competitive conditions.  We note, for
example, but without limitation that you state in Attachment 4:
* "Based on an industry average ticket price of $500, American
Express, the world`s largest travel agency, likely produced no
more
than 30 million PNR`s."  Please provide support for your use of an
average ticket price of $500.
* "[You] can make these lower costs per transaction available to
clients who do not have the same scale as [you]."  Please provide
supporting documentation that your costs per transaction are lower
than those of clients that do not have the same scale as you.
2. We note your response to comment 5.  Please tell us the source
of
the supporting documentation on page 5.2 of Attachment 5.  Also,
you
state in Attachment 5 that the term leading refers to "the number
of
unique Passenger Name Records, or PNR`s, processed by TRX as
compared
to travel agencies or airlines."  However, the support that you
provide is based on tickets sold or issued not on the number of
PNR`s.  Please advise or provide additional support that shows the
number of PNR`s processed by travel agencies and airlines.
Finally,
please revise your prospectus to state the measure by which you
are a
leading provider.
3. We note your response to comment 6.  We do not agree that the
terms "aggregating transaction volume" and "process reengineering"
are generally understood.  Please revise to briefly explain the
meaning of these terms.
4. We note your response to comment 7.  We have the following
comments regarding your respective responses in Attachment 7:
* In all instances that you site the Travel Weekly report, please
ensure that you note that the report is based on 2003 figures.
* Statement 4- You state that "RESX distributors include many of
the
top travel management companies worldwide, representing over $37.0
billion in annual airline sales, as tracked by Travel Weekly."
Based
on the Travel Weekly report that you provided, it is not clear
that
the revenues discussed in that report are only based on airline
sales.  Please provide supporting documentation that demonstrates
the
revenues were derived strictly from airline sales.
* Statement 10- You state that "[t]otal annual air, lodging, car,
cruise, and vacation package bookings are expected to exceed $400
billion in 2006, according to PhoCusWright."  We note that this
statement is not supported by the portion of the report that you
highlighted.  Please supplementally provide us with the report
that
you cited, highlighted to note the sections upon which you rely.
* Statements 14 and 17- Please note that statements 14 and 17 are
citing the same support, yet, the dollar amounts do not agree.
Please advise or revise as necessary.

Risk Factors, page 8
5. We note your response to Comment 31.  Please add a risk factor
addressing the fact that your growth may be limited by the
restriction you are subject to under your credit facility, or tell
us
why you believe this is not a material risk to your company.

Selected Consolidated Financial Data, page 24
6. We note your response to our previous comment 19.  If your
credit
facility is not the primary reason for disclosing Adjusted EBITDA,
please remove the reference to the credit facility in your
explanation of Adjusted EBITDA.

7. We note your response to our previous comment 20.  Please tell
us
whether you plan on offering a new Stock Incentive Plan to your
employees once the 2000 plan`s remaining options are issued.

8. Please refer to the last paragraph on page 61. Tell us whether
the
estimated $70,000 to be recorded in 2005 includes the options that
will be issued to Mr. Davis once the offering is complete.

9. We have read and considered your response to comment 20
relating
to the elimination of restructuring charges in your presentation
of
Adjusted EBITDA. You indicate that the restructuring is expected
to
take place over several financial periods and therefore you may
incur
restructuring expenses over two or more financial periods. Given
these facts and circumstances, please explain to us why you
believe
that it is probable that the financial impact of these charges
will
disappear or become immaterial within a near-term finite period.
Refer to Question eight of the Frequently Asked Questions
Regarding
the Use of Non-GAAP Financial Measures.

Managements Discussion and Analysis of Financial Condition and
Results of Operations

Overview, page 27
10. We note that U.S. Airways Group is listed as one of your top
14
clients and that your contract with U.S. Airways terminated in
October 2004.  Please revise to discuss whether you expect the
loss
of this major customer to have a material impact on your revenues
in
2005.

Costs, page 28

11. In the fourth full paragraph, you state that during 2005 you
"expect to reduce [your] technology expense by replacing contract
labor resources with permanent resources in the U.S. and India."
Please revise to note what you mean by "permanent resources."  If
that means you will be hiring new employees, revise to disclose
the
number of employees you have hired to date and the total number of
employees you plan to hire.  Also, provide a more detailed
description of how this change will result in reduced expenses.

Acquisitions, page 29
12. We note your response to prior comment 24.  It appears that
Hogg
Robinson may be a related party, based on the stock ownership of
Hogg
Robinson Holdings B.V.  Please tell us how you concluded that the
acquisition was negotiated at arm`s length in light of Hogg
Robinson
Holdings` stock ownership.  Revise the disclosure as appropriate
to
reflect the related party nature of this acquisition.

Business, page 40

Company Overview, page 40
13. We note your response to comment 37.  You state in your
response
letter, dated June 17 2005, that "we generate revenue from the
United
States, United Kingdom and Germany."  However, on page 48 you
state
that you "currently provide support for Expedia in five countries:
U.S., Canada, Germany, Italy, and the United Kingdom."  Please
reconcile these two statements.

Our Growth Strategy, page 46
14. We reissue comment 40.  Please revise this section to discuss
any
specific opportunities abroad you are currently pursuing.

Clients and Partners, page 47
15. We note your response to prior comments 42 and 43.  Please
identify each client that accounted for more than 10% of your
revenues in the last fiscal year and quantify the amount of
revenue
attributed to each of those clients.  Refer to Item 101(c)(vii) of
Regulation S-K.  Also, please tell us the amount of revenues
attributed to each of the 14 clients listed on page 47.

Certain Relationships and Related Party Transactions, page 64
16. We note the revised disclosure, which states that you amended
three promissory notes "on an arm`s-length basis."  Please tell us
how you concluded that these amendments were done on an arm`s
length
basis, considering that these notes are agreements with related
parties.  Similarly, address the agreements with Hogg Robinson
referenced at the top of page 65.  Please revise the disclosure as
appropriate to clarify the meaning of this statement.

Warrants, page 71
17. We note your response to comment 58.  Please revise your
disclosure in this section to note that the warrants are subject
to
repurchase by you.  Also, please revise to note the conditions
under
which you can repurchase the warrants, such as when the repurchase
can take place and if there are any restrictions on the
repurchase.

Financial Statements

Note 5 Convertible Notes, page F-16

18. We note your response to comment 58. Please revise this note
to
disclose the major repurchase terms of the warrant agreement and
clarify whether the repurchase is solely within your control.

Exhibit Index, page III-3
19. The exhibit index indicates that you have requested
confidential
treatment with respect to portions of some of the exhibits.  We
will
provide our comments on your application for confidential
treatment
by separate letter.  Please note that we will not be in a position
to
declare this registration statement effective until we have
resolved
any comments on the confidential treatment request.

Exhibit 5 -  Legal Opinion
20. Please revise the third paragraph on page 1 to eliminate the
limitation on reliance on the opinion.  Investors must be able to
rely on the legal opinion.
21. Please revise the opinion language so that it also covers
shares
being offered and sold by the selling stockholders.

Other

      As appropriate, please amend your registration statement in
response to these comments.  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 will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Thomas Flinn, Accountant, at (202) 551-3469
or
Jorge Bonilla, Senior Accountant, at (202) 551-3414 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact David Roberts, Staff Attorney, at (202)
551-
3856 or the undersigned at (202) 551-3780 with any other
questions.

      Sincerely,

      Karen J. Garnett
      Assistant Director

cc:	Jeffrey K. Haidet, Esq. (via facsimile)

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Norwood H. Davis, III
TRX, Inc.
July 5, 2005
Page 1

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