SecProbe.io

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               [PAUL, HASTINGS, JANOFSKY & WALKER LLP LETTERHEAD]

(714) 668-6244
chrismanderson@paulhastings.com

July 12, 2005

VIA EDGAR

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC  20549

Attention:  Mark P. Shuman
--------------------------

Re:      TCI Solutions, Inc.
         Schedule 13E-3 filed on April 25, 2005
         File No. 5-55375
         Preliminary Schedule 14A filed on April 25, 2005
         File No. 0-49783

Ladies and Gentlemen:

The following response addresses the comments received from the Staff of the
Securities and Exchange Commission (the "Staff") by letter dated June 9, 2005
(the "Comment Letter"), regarding the above-referenced filings of TCI Solutions,
Inc. ("TCI" or the "Company") under the Securities Exchange Act of 1934. The
Staff's comments are set forth below in bold, followed by TCI's response to each
comment. Our responses have been numbered to correspond to the numbers assigned
to each of the Staff's comments in the Comment Letter.

Schedule 13E-3
--------------

General
-------

1.       Note that Rule 13e-3(a)(3) defines as a going private transaction "any
         transaction or series of transactions" which has the requisite going
         private effect. Please tell us why you concluded that the entry into
         the stock purchase agreement on April 30, 2005 was not the first step
         in this going private transaction that required that a Schedule l3E-3
         be filed at that time. This seems to be the way you characterize the
         transaction in your disclosure document. For example, on page 1 of the
         proxy statement you state: "The acquisition of TCI by Retalix has been
         structured as a two step

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Securities and Exchange Commission
Division of Corporation Finance
July 12, 2005
Page 2

         process to acquire the entire company." In analyzing this issue, please
         refer to Question 4 of the interpretative release concerning Rule
         13e-3, SEC Release 34-17719 (April 13, 1981).

RESPONSE:
---------

         In response to the Staff's comment, we concluded that a Schedule 13E-3
was not required to be filed in connection with the April 1, 2005 stock purchase
agreement because, prior to and at the time of the execution of the agreement,
Retalix was not an affiliate of TCI within the meaning of Rule 13e-3(a)(1). We
viewed the second-step merger as a Rule 13e-3 transaction because Retalix became
an affiliate of TCI upon completion of the first transaction. The initial
transaction is akin to a tender offer by an unaffiliated third party, followed
by a second-step, clean-up merger in which all remaining shares not previously
tendered are converted into the right to receive merger consideration. In such a
transaction the unaffiliated party making the tender offer is not considered an
affiliate for purposes of 13e-3. In defining "affiliate," Rule 13e-3(a)(1) notes
that "[f]or the purposes of this rule only, a person who is not an affiliate of
an issuer at the commencement of such person's tender offer for a class of
equity securities of such issuer will not be deemed an affiliate of such issuer
prior to the stated termination of such tender offer."

         Only upon entry into the merger agreement did it become "reasonably
likely that any of the specified effects [would] occur." See Question 4 in SEC
Release 34-17719. The parties acknowledge that the Staff might not view the two
steps as a unitary transaction akin to a tender offer. We respectfully point out
that as soon as the transactions under the stock purchase agreement closed and
the merger agreement was executed, Retalix became an affiliate and Retalix and
TCI both commenced work on the pertinent disclosure documents and filed initial
drafts of such documents as soon as practicable thereafter, well in advance of
any further investment decisions by the remaining unaffiliated stockholders.

2.       After the transaction, TCI will be a wholly-owned subsidiary of
         Retalix. We note from page 7 that the institutional investors that
         participated in the April 1, 2005 stock purchase agreement are now
         stockholders in Retalix Ltd. Please advise us as to what consideration
         was given as to whether these persons should be filing persons on the
         Schedule 13E-3. Also, advise us as to what consideration was given as
         to whether the former directors of TCI, who were affiliates of the
         institutional investors involved in the stock purchase agreement,
         should be filing persons on the Schedule 13E-3. These include Messrs.
         Houlihan, Raynor, Gardner and Koulogeorge. Refer to section II.D.3. of
         the Division of Corporation Finance's Current

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Securities and Exchange Commission
Division of Corporation Finance
July 12, 2005
Page 3

         Issues and Rulemaking Projects outline, which is available on our
         website, www.sec.gov, for further guidance.

RESPONSE:
---------

         In response to the first part of the Staff's comment, we considered
that Rule 13e-3(d) requires the issuer and affiliates of the issuer to file
Schedule 13E-3 in connection with a going private transaction and analyzed
whether the institutional investors were "affiliates" within the meaning of Rule
13e-3(a)(1). The rule defines an affiliate as "a person that directly or
indirectly through one or more intermediaries controls, is controlled by, or is
under common control with such issuer." We concluded that no single
institutional investor exercised "control" of TCI within the meaning of Exchange
Act Rule 12b-2 (i.e., "possession, direct or indirect, of the power to direct or
cause the direction of the management or policies of a person, whether through
the ownership of voting securities by contract, or otherwise"). Although each of
the institutional investors had a seat on the TCI board, no investor had the
power to unilaterally exercise control of TCI. In addition, the institutional
investors played no part in the structuring or negotiation of the April 1, 2005
stock purchase or the merger, which were the result of arm's-length negotiations
between Retalix and David R. Butler and Stephen P. DeSantis of TCI. Mr. Butler
was both Chief Executive Officer and a director of TCI at the time and
represented the board in the structuring and negotiation of the transaction. The
institutional stockholders approved the transaction after negotiations were
concluded.

         The institutional stockholders received an aggregate of 715,730
Ordinary Shares of Retalix in the transaction, representing just 3.8% of the
18,458,259(1) Retalix Ordinary Shares outstanding following the transaction, and
just 3.4% of the approximately 21,118,237 Retalix shares outstanding on a fully
diluted basis. No single institutional stockholder owns more than one percent
(1%) of Retalix's Ordinary Shares or holds a seat on the Retalix board.
Therefore, we concluded that no single institutional stockholder controlled, was
controlled by, or was under common control with either TCI or Retalix, and
therefore none should be deemed an affiliate within the meaning of Rule
13e-3(a)(1).

         In response to the second part of the Staff's comment, for the
foregoing reasons we also concluded that none of Messrs. Houlihan, Raynor,
Gardner or Koulogeorge was an affiliate of TCI or Retalix by virtue of their
relationships with the institutional stockholders. As to their positions as
former directors of TCI, section II.D.3. states that when analyzing whether a
seller-issuer's senior management would be deemed filing

--------
(1) Retalix reported 17,742,529 shares outstanding as of March 31, 2005, and
issued 715,730 shares to the institutional investors on April 1, 2005.

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Securities and Exchange Commission
Division of Corporation Finance
July 12, 2005
Page 4

persons under Rule 13e-3 "[a]n important aspect of the staff's analysis was the
fact that the issuer's management would hold a material amount of the surviving
company's equity securities, occupy seats on the board of this company in
addition to senior management positions, and otherwise be in a position to
"control" the surviving company within the meaning of Exchange Act Rule 12b-2 .
. ." Except for Mr. Koulogeorge, who received 31,193 Retalix Ordinary Shares and
Mr. Raynor, who indirectly received 2,355 Retalix Ordinary Shares via his
individual retirement account, none of these individuals holds any Retalix
securities (other than deemed beneficial ownership resulting from their
positions with the respective institutional stockholders). None occupies a seat
on the Retalix board or a senior management position, or is otherwise in a
position to "control" Retalix. Therefore, we concluded that Messrs. Houlihan,
Raynor, Gardner and Koulogeorge were not filing persons for the Schedule 13E-3.

3.       See our comment above. To the extent that you add additional filing
         persons on the Schedule 13E-3, the disclosure in the proxy statement
         must be expanded to ensure that all disclosure required is provided for
         each individual filing person. In addition, to the extent applicable,
         you should conform your new disclosure to our comments below.

RESPONSE:
---------

         No additional filing persons have been added to the Schedule 13E-3.

Item 2.  Subject Company Information, page 2
--------------------------------------------

4.       Please revise to provide a specific reference to the section(s) of the
         proxy statement that provides the information required by Item 1002(f)
         of Regulation M-A.

RESPONSE:
---------

         In response to the Staff's comment, we have noted in the Schedule 13E-3
that Retalix's purchase of TCI securities from the institutional stockholders is
described in detail under "SPECIAL FACTORS - Background of the Merger." We have
also added a reference to "OTHER MATTERS - Purchases by TCI and its Directors
and Executive Officers and by Retalix and its Directors and Executive Officers."

Item 3.  Identity and Background of Filing Persons, page 4
----------------------------------------------------------

5.       The staff considers all officers and directors of the issuer to be
         affiliates of the issuer. Advise us of the basis for your belief that
         Mr. Butler should not be a filing person. We note that he will continue
         in his current position

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Securities and Exchange Commission
Division of Corporation Finance
July 12, 2005
Page 5

         with TCI and is now an executive officer and director of Retalix Ltd.
         To the extent your officers and directors are directly or indirectly
         engaged in this transaction, the facing page of your Schedule 13E-3
         should be revised to reflect all of your directors and executive
         officers as filing persons. See section II.D.3. of the Division of
         Corporation Finance's Current Issues and Rulemaking Projects outline,
         which is available on our website, www.sec.gov.

RESPONSE:
---------

         In response to the Staff's comment, we respectfully note that Mr.
Butler is not an executive officer and director of Retalix. Instead, Mr. Butler
was Executive Vice President, Sales of Retalix USA Inc., a wholly-owned
subsidiary of Retalix until June 30, 2005, upon which date he terminated his
employment.

         We believe that Mr. Butler is not a filing person after reviewing Rule
13e-3 and the factors set forth in section II.D.3. Section II.D.3. states that
when analyzing whether a seller-issuer's senior management would be deemed
filing persons under Rule 13e-3 "[a]n important aspect of the staff's analysis
was the fact that the issuer's management would hold a material amount of the
surviving company's equity securities, occupy seats on the board of this company
in addition to senior management positions, and otherwise be in a position to
"control" the surviving company within the meaning of Exchange Act Rule 12b-2 .
. ." Mr. Butler (i) does not hold any securities of Retalix, (ii) does not
occupy a seat on the Retalix board, and (iii) does not hold a senior management
position at Retalix.

         We believe that Mr. Butler did not have the power to direct the
management and policies of Retalix because he was Vice President, Sales of
Retalix USA Inc., a Retalix subsidiary, and not an executive officer of Retalix
Ltd., and because of his lack of a directorship at Retalix and his lack of
material share ownership. Although Mr. Butler was Chief Executive Officer and a
director of TCI at the time of the transaction, after taking into account the
factors set forth in section II.D.3, we believe that Mr. Butler should not be
deemed to "control" Retalix within the meaning of Rule 12b-2 and is therefore
not a filing person for the Schedule 13E-3.

Item 16.  Exhibits
------------------

6.       It appears the registration rights agreement and escrow agreement
         entered into in conjunction with the stock purchase agreement are
         material agreements between Retalix and TCI that should be filed as
         exhibits pursuant to Item 1016(d) of Regulation M-A.

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Securities and Exchange Commission
Division of Corporation Finance
July 12, 2005
Page 6

RESPONSE:
---------

         In response to the Staff's comment, we respectfully note that TCI is
not a party to either the registration rights agreement or the escrow agreement.
The parties to the registration rights agreement are Retalix Ltd. and the
institutional stockholders. The parties to the escrow agreement are Retalix
Ltd., Retalix Holdings, Inc., U.S. Bank National Association and the
institutional stockholders.

         When preparing the Schedule 13E-3 we considered the material terms of
and the parties to the registration rights and escrow agreements, in addition to
the requirements of Item 1016(d) of Regulation M-A. Item 1016(d) calls for the
filing of "any document setting forth the terms of any agreement, arrangement,
understanding or relationship referred to in response to Item 1005(e) or Item
1011(a)(1) of Regulation M-A." Item 1005(e) calls for the description of "any
agreement, arrangement or understanding . . . between the filing person . . .
and any other person with respect to any securities of the subject company."
Retalix is a filing person and TCI is the subject company of this Schedule
13E-3. However, both the registration rights agreement and the escrow agreement
concern the securities of Retalix. Therefore, we concluded the agreements did
not concern the securities of the subject company, and therefore Item 1005(e)
did not require their filing.

         We also considered whether Item 1011(a)(1) required such disclosure.
Item 1011(a)(1) calls for disclosure of certain agreements "if material to a
security holder's decision whether to sell, tender or hold the securities sought
in the tender offer. . ." (Emphasis added.) Because this Schedule 13E-3 concerns
a second-step, back-end merger, and not a tender offer, we concluded that Item
1011(a)(1) does not apply.

7.       We note from pages 9 and 13 of the proxy statement that The Mentor
         Group made a presentation to the Board relating to its evaluation of
         the fairness of the proposed merger. Please note that all materials
         provided to the Board that are reports, opinions or appraisals
         materially related to this transaction within the meaning of Item
         1015(a) of Regulation M-A should be filed. See Item 1016(c) of
         Regulation M-A. If you do not file any materials provided, please send
         us copies of any such presentations, slideshows, reports, opinions,
         appraisals or other similar documentation provided to the board,
         committees of the board, or member of the board relating to