SecProbe.io

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Mail Room 4561
      May 31, 2005

Stephen P. DeSantis
Chief Financial Officer and Secretary
TCI Solutions, Inc.
17725 Skypark Circle
Irvine, California 92614

      Re:  	TCI Solutions, Inc.
		Schedule 13E-3 filed on April 25, 2005
      File No. 5-55375
      Preliminary Schedule 14A filed on April 25, 2005
      Form 10-KSB for the year ended December 31, 2004
      Form 10-QSB for the quarter ended March 31, 2005
      File No. 0-49783

Dear Mr. DeSantis:

      We have reviewed the above listed filings and have the
following comments on your financial statements.  Comments on non-
financial statement matters contained in your Schedule 13E-3 and
accompanying proxy statement will follow under separate cover.
Where
indicated, we think you should revise your documents in response
to
these comments.  If you disagree, we will consider your
explanation
as to why a 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 information so we
may
better understand your disclosure.  After reviewing this
information,
we may 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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Report on Form 10-KSB for the year ended December 31, 2004

Financial Statements

Notes to the financial statements

Note 6. Commitments and contingencies, Page 13

1. We note that you disclose that you are involved in a dispute,
with
a potential settlement range of zero to $364,000, related to
alleged
preference payments received from a customer.  We also note that
you
disclose that no accrual was recorded as of December 31, 2004.
Describe the factors that resulted in an accrual being recorded in
the March 31, 2005 Form 10-QSB versus the factors that resulted in
no
accrual being recorded in the December 31, 2004 Form 10-KSB.  See
paragraphs 8 and 39 of SFAS 5.  Your response should address how
your
accounting for the accrual complies with FIN-14.

Report on Form 10-QSB for the quarter ended March 31, 2005

Financial Statements

Notes to the financial statements

Note 5. Acquisition related costs, Page 10

2. You disclose that, in the first quarter ended March 31, 2005,
you
accrued approximately $3.9 million of exit costs related to your
transaction with Retalix.   Tell us why you believe that the one-
time
termination cost qualifies to be accrued as an exit cost due to
this
transaction.  In this regard, indicate why these costs have been
incurred by TCI Solutions prior to Retalix acquiring an interest
in
the company.  Refer to paragraphs 3 and 4 of SFAS 146.  Indicate
how
the stock option bonus and termination costs and severance costs
accruals comply with paragraphs 8 to 11 of SFAS 146.  Explain how
the
facility and lease termination accrual comply with paragraph 15 of
SFAS 146.

*   *   *   *   *

      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 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.

      You may contact Stathis Kouninis at (202) 551-3476 or
Stephen
Krikorian, Branch Chief - Accounting, at (202) 551- 3488 if you
have
any questions regarding comments on the financial statements or
related matters.  Please contact Rebekah Toton at (202) 551-3857
or
Mark P. Shuman, Branch Chief - Legal, at (202) 551-3462 with any
other questions.  If you need further assistance, you may contact
me
at (202) 551-3730.

								Sincerely,

								Barbara C. Jacobs
								Assistant Director

cc:	Via Facsimile: (714) 979-1921
      Michael G. McKinnon, Esq.
      Paul, Hastings, Janofsky & Walker LLP
      Telephone: (714) 668-6200
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Stephen P. DeSantis
TCI Solutions, Inc.
May 31, 2005
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