SecProbe.io

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      July 26, 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. 3 to Form S-1
      Filed on July 11, 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.

Risk Factors, page 8
1. We note your response to comment 5, which states that you
currently have no borrowings outstanding under your credit
facility.
Disclosure under "Liquidity and Capital Resources," however,
indicates that you had approximately $5.5 million outstanding
under
the credit facility at March 31, 2005.  To the extent you have
borrowings outstanding under this facility, please include a risk
factor disclosing that your growth may be limited by the
restrictions
you are subject to under that facility.  Alternatively, please
confirm that you have repaid all amounts outstanding under the
facility.

Selected Consolidated Financial Data, page 26

2. We note that you use Adjusted EBITDA to determine performance-
based cash compensation (footnote (1)) and that you believe that
non-
cash stock compensation does not impact your ability to generate
cash
flows (footnote (b)). This disclosure appears to be inconsistent
with
your presentation of Adjusted EBITDA as a performance measure
rather
than a liquidity measure. Please reconcile this apparent conflict.

3. We note your response to our previous comment 6.  You removed
the
reference to the credit facility however you state that Adjusted
EBITDA is the most comparable financial measure that is readily
available to investors to evaluate your compliance with your
financial covenants.  Please remove this disclosure as well.

4. We note your response to our previous comment 9.  Please revise
to
clarify whether you currently anticipate incurring restructuring
charges in the future other than those already disclosed.

5. Please revise footnotes (b) and (c) to disclose why you believe
it
is probable that the financial impact of non-cash stock
compensation
expense and restructuring charges will become immaterial within a
near-term finite period.  Please disclose the expected timing and
the
amounts of those charges.

6. Please refer to question eight of the Frequently Asked
Questions
Regarding the Use of Non-GAAP Financial Measures dated June 13,
2003
and revise to include the following disclosures:
* The economic substance behind management`s decision to use the
measure;
* The material limitations associated with use of the non-GAAP
financial measure as compared to the use of the most directly
comparable GAAP financial measure; and
* The manner in which management compensates for these limitations
when using the non-GAAP financial measure.

Managements Discussion and Analysis of Financial Condition and
Results of Operations, page 29

Liquidity and Capital Resources, page 37
7. We note that you will convert your convertible notes and
accrued
interest into common stock immediately prior to closing of this
offering.  Please revise the disclosure to clarify whether the
conditions you have described - offering price at least $11.00 and
closing on or before September 30, 2005 - will apply to the
conversion of both principal and accrued interest or just accrued
interest.  Also, please describe your obligations under these
notes
and the source of payments if the conditions are not met.  Provide
similar clarification throughout the document where you discuss
conversion of the notes.

Clients and Partners, page 49
8. We note that a number of the clients you have listed accounted
for
less than one percent of total revenues for 2004.  Characterizing
these companies as your largest clients, however, may suggest that
they represent a significant portion of your revenues.  For
clarity,
please remove from the list any clients that represent less than
one
percent of total revenues, or provide additional narrative
disclosure
that describes the actual significance of these clients to your
business.  Also, please clearly state that none of your clients
other
than Expedia and its affiliates accounted for more than 10% of
revenues in 2004.

Principal and Selling Stockholders, page 74
9. Please confirm that you will include the amounts being offered
by
each of the selling shareholders in the prospectus that you
circulate
to prospective investors.

Warrants, page 76
10. Amendment No. 1 to Form S-1 states that upon completion of the
offering you will have outstanding warrants to purchase shares of
your common stock representing 2.0% of  your shares outstanding
after
this offering.  This amendment states that warrants represent 1%
of
the shares outstanding after this offering.  Please tell us why
the
warrants to purchase shares of your common stock were reduced by
1.0%
of your shares outstanding after this offering.

11. Amendment No. 1 to Form S-1 states that the warrants expire on
dates ranging from July 24, 2005 to November 16, 2011.  The
current
amendment states that the warrants expire on July 24, 2005.
Please
tell us the reason for the change in the expiration dates.  Also,
if
all the warrants expired on July 24, 2005, please tell us how any
warrants would be outstanding after that date and why you would be
required to repurchase any warrants after that date.

Unaudited Consolidated Financial Statements

Note 1 Accounting and Reporting Policies, page F-26

Unaudited Pro Forma Information, page F-29

12. Please expand this note, and elsewhere in the filing, to
disclose
how you will account for the repurchase of the warrants from Sabre
and the basis in GAAP for this accounting. Also, disclose any
expected effect of this transaction on the results of operations.

      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 26, 2005
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