SecProbe.io

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      Mail Stop 4561

      August 12, 2005

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

Re:	TRX, Inc.
      Amendment No. 5 to Form S-1
      Filed on August 4, 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.

Selected Consolidated Financial Data, page 26
1. We have read and considered your response to our previous
comment
2. We note that you retained the disclosure to the effect that you
use Adjusted EBITDA to determine performance-based cash
compensation
(page 27) and that you believe that non-cash stock compensation
does
not impact your ability to generate cash flows (page 27). This
disclosure still appears to be inconsistent with your presentation
of
Adjusted EBITDA as a performance measure rather than a liquidity
measure.  Please revise to clarify if you are using Adjusted
EBITDA
as a performance measure or a liquidity measure and revise the
presentation accordingly.
2. Your response to our prior Comment 4 does not address directly
or
completely our request for additional information.  Please revise
to
clarify whether you currently anticipate incurring restructuring
charges in the future other than those related to the events
disclosed in the fifth bullet point on page 28.
3. We have read and considered your response to our prior comment
5.
We note the disclosure in the fourth bullet point on page 28 that
you
do not expect to issue any future stock options with an exercise
price below fair value.  Please explain to us the relative
weighting
that you assigned to this expectation in assessing the materiality
of
stock compensation within a near-term finite period, and how you
considered the fact that you have to adopt SFAS 123(R) in 2006.

Managements Discussion and Analysis of Financial Condition and
Results of Operations, page 29
Costs, page 30
4. On page 33, you note that operating expenses as a percentage of
revenues increased from 63% for the six months ended June 30, 2004
to
64% for the six months ended June 30, 2005.  You also note on page
33, that customer care revenue decreased from $17,178 for the six
months ended June 30, 2004 to $14,542 for the six months ended
June
30, 2005.  In this section, you state that "[a]s we reduce the
percentage of customer care revenues as a percentage of total
transaction and other revenues, we expect operating expenses as a
percentage of transaction and other revenues to decrease."  In
light
of the fact that operating expenses rose as a percentage of
revenues
while customer care revenues declined in the six months ended June
30, 2005 as compared to the six months ended June 30, 2004, please
advise or revise to disclose your basis for the statement that
operating expenses as a percentage of revenues will decrease with
the
reduction in customer care revenue.
5. On page 34, you note that you incurred $2.3 million of
restructuring expense in the six months ended June 30, 2005.
Please
revise the Overview section to include a discussion of
restructuring
costs and the effect of such costs on your business.  Discuss
whether
you anticipate any additional restructuring charges.

      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
August 12, 2005
Page 1

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