SecProbe.io

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             [LETTERHEAD OF PAUL, HASTINGS, JANOFSKY & WALKER LLP]

(714) 668-6244
chrismanderson@paulhastings.com

September 8, 2005

VIA EDGAR

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 4561
Washington, DC  20549

Attention:  Mark P. Shuman, Esq.
--------------------------------

Re:      TCI Solutions, Inc.
         Schedule 13E-3, as amended
         Filed on July 12, 2005
         File No. 5-55375
         Preliminary Schedule 14A, as amended
         Filed on July 12, 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 August 18, 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, as amended
--------------------------

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

1.       Please refer to prior comment 6.  We note your response that you do not
         believe that these agreements are required to be filed pursuant to Item
         1016(d) of Regulation M-A. However, since the Stock Purchase Agreement
         required the parties to execute and deliver the Ancillary Agreements,
         including the Escrow Agreement and the Registration Rights Agreement,
         and Article 2.2(j) of the Stock Purchase Agreement required

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Securities and Exchange Commission
Division of Corporation Finance
September 8, 2005
Page 2

         the institutional investors "to deliver a certified copy of the
         resolutions adopted by the Board of Directors of the Company [(TCI)]
         approving this Agreement, the Merger Agreement and the other Ancillary
         Agreements," it appears that these Ancillary Agreements were material
         parts of the terms of the Stock Purchase Agreement and should be filed
         as exhibits pursuant to Item 1016(d) of Regulation M-A.

RESPONSE:
---------

         The Registration Rights Agreement and Escrow Agreement have been filed
as Exhibits (d)(3) and (d)(4), respectively, to the Schedule 13E-3/A.

2.       Please refer to prior comment 7. We note your response that The Mentor
         Group provided a lengthy and detailed verbal presentation to the board
         explaining how it determined the transaction to be fair to all the
         stockholders of TCI. In such cases, the oral presentation should be
         summarized fairly and adequately and any documents, "talking papers,"
         or background materials presented to the board must be filed as
         exhibits to the Schedule 13E-3 and provided to shareholders or
         summarized with an accompanying Item 1015(c) statement. Please advise
         whether the disclosure on pages 22-27 sets forth a fair and adequate
         summarization of the verbal presentation by The Mentor Group and if the
         presenters utilized any talking papers, slide show presentation, or
         other materials in making this lengthy presentation to the board.

RESPONSE:
---------

         The Mentor Group and the Company have confirmed that (i) the disclosure
referred to in the Staff's comment 2 sets forth a fair and adequate summary of
The Mentor Group's presentation, (ii) because the presentation was made via a
telephone conference, the presenters did not utilize any talking papers, slide
show presentation or other materials and (iii) the opinion was the only document
delivered to the board in connection with the presentation.

Preliminary Proxy Statement on Schedule 14A, as amended
-------------------------------------------------------

General
-------

3.       Please refer to prior comment 8. We note your amended disclosure that
         the 13e-3 transaction was in the best interest of TCI and all of its
         stockholders, including unaffiliated stockholders, and that the board
         made

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Securities and Exchange Commission
Division of Corporation Finance
September 8, 2005
Page 3

         this determination after analyzing the fairness to each class of
         stockholders separately. However, this language is ambiguous in terms
         of whether there was a collective evaluation of all stockholders, of
         which the unaffiliated holders are a part, or whether there was an
         evaluation as to the fairness to each distinct class of unaffiliated
         holders (i.e., unaffiliated holders of common, unaffiliated holders of
         Series A preferred and unaffiliated holders of Series B preferred
         stock). You should revise to express your views as to the fairness to
         each distinct class of unaffiliated holders and provide an explanation
         of the basis for the conclusion with respect to each class. Please
         revise the disclosure, especially on the cover page and in the forepart
         of the proxy statement, to refer to the fairness of this transaction to
         unaffiliated shareholders separately and not as a part of the
         aggregate, as required by Item 1014. See Question 19 of Interpretive
         Release Relating to Going Private Transactions Under Rule 13e-3,
         Exchange Act Release No. 17719, April 13, 1981.

RESPONSE:
---------

         The Mentor Group has provided a letter dated as of March 31, 2005
clarifying that its opinion speaks to the fairness of the transaction to all
stockholders, individually and collectively, including without limitation to the
holders of Series A Preferred Stock, Series B Preferred Stock and common stock
who were unaffiliated with the Company. This letter has been attached to the
proxy statement at Appendix C(ii). The proxy statement as been revised to state
the board's view of the transaction's fairness to unaffiliated stockholders
using this language.

Cover Page
----------

4.       We note your reference to the board's approval of the merger agreement
         on March 31, 2005. You go on to state "the board of directors
         unanimously recommends that stockholders vote for the adoption of the
         merger agreement." Please revise to clarify whether this statement
         refers to the board as of March 31, 2005, or to the current board. If
         this statement refers to the current board, you should revise to
         clarify that three of the four current board members are affiliates of
         Retalix. This comment also applies to your disclosure in the Notice of
         Special Meeting of Stockholders.

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Securities and Exchange Commission
Division of Corporation Finance
September 8, 2005
Page 4

RESPONSE:
---------

         In response to the Staff's comment, the cover page has been revised to
clarify (i) that both the board as constituted on March 31, 2005 and the board
as constituted on the date of the proxy statement unanimously recommend that
stockholders vote for the adoption of the merger agreement, and (ii) Messrs.
Shaked, Moshaioff and Spirer's relationships with Retalix.

5.       Please refer to prior comment 10. Revise the sixth paragraph to include
         an introductory sentence, similar to that in the Notice of Special
         Meeting, to describe the relationship of the stock purchase transaction
         to the merger agreement that the stockholders are being asked to vote
         on.

RESPONSE:
---------

         The sixth paragraph has been revised to include this language.

Summary Term Sheet
------------------

6.       Please refer to prior comment 14. We note your added disclosure
         relating to the institutional shareholders of TCI who are a party to
         the stock purchase agreement dated April 1, 2005. You should expand
         your disclosure to focus on the differences between the participation
         of these institutional investors, via their respective representatives
         on TCI's board, versus the participation of unaffiliated shareholders.
         According to the disclosure regarding the background of the merger,
         these board members had numerous opportunities to discuss and debate
         the terms of the proposed transactions with Retalix and received
         additional consideration, in the form of accelerated vesting of stock
         options, as a result of the merger agreement. Your expanded disclosure
         should clearly and succinctly detail the interests of the institutional
         investors and their affiliates in this transaction.

RESPONSE:
---------

         The Company has informed us that other than David Butler, who was both
the Company's Chief Executive Officer and a director, and Mr. Jacobs, who
participated in the initial discussions, no directors of the Company were
actively involved in the negotiation of the transaction with Retalix. None of
the directors affiliated with the selling stockholders participated in the
negotiations. The proxy statement has been revised to clarify who negotiated for
TCI and to eliminate language such as "the TCI board of directors and management
carefully evaluated the structure of the proposed transaction..." (emphasis
added) that may have inadvertently suggested

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Securities and Exchange Commission
Division of Corporation Finance
September 8, 2005
Page 5

that the outside directors were involved in the negotiations. (See "SPECIAL
FACTORS--Background of the Merger").

         In addition, the directors' stock options were not treated differently
than any other holder's options. The draft proxy statement incorrectly reported
that the directors received accelerated vesting of stock options, while unvested
stock options were cancelled for all other holders. Except for Mr. Butler, none
of the directors received accelerated vesting. All options for which the outside
directors received cash payments had become fully vested in the ordinary course
before April 1, 2005. Under Mr. Butler's employment agreement, the transaction
was deemed to be a liquidation event, causing his unvested options to
immediately vest. The revised proxy statement has been corrected to report that
Mr. Butler's options were vested pursuant to his employment agreement and that
none of the other directors received accelerated vesting.

Do TCI's directors and officers have interests in the merger that are different
from, or in addition to, mine?
--------------------------------------------------------------------------------

7.       We note from page 18 that pursuant to the stock purchase agreement,
         stock options which had previously been tendered by employees and
         directors in the tender offer commenced in October 2004, and would have
         been vested by April 1, 2005, were paid as a cash bonus. We also note
         that all unvested stock options, as of April 1, 2005, held by Messrs
         Butler, Raynor, Gardner, Koulogeorge and Houlihan, all directors of TCI
         at the time, were deemed vested and cancelled in return for cash
         payments, unlike all other unvested employee stock options. Since these
         payments were subtracted from the $3.4 million left for distribution to
         unaffiliated common shareholders, please revise to describe these
         interests here.

RESPONSE:
---------

         As explained in response to the Staff's comment 6, the draft proxy
statement incorrectly reported that the directors' unvested options were deemed
vested and cashed out. The proxy statement has been revised to correctly report
that, other than Mr. Butler, whose unvested options were accelerated pursuant to
his employment agreement, all options for which directors received consideration
were fully vested.

8.       Prominently disclose that three members of TCI's current board are
         affiliates of Retalix. The relationships between Retalix and Messrs.
         Shaked, Moshaioff and Spirer should be described and any material
         equity interests of these directors in Retalix should be disclosed.

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Securities and Exchange Commission
Division of Corporation Finance
September 8, 2005
Page 6

RESPONSE:
---------

         The proxy statement has been amended to set forth Messrs. Shaked,
Moshaioff and Spirer's relationships with Retalix. We respectfully note that
Retalix does not believe that Mr. Spirer is an affiliate of Retalix. Instead,
Mr. Spirer is an Executive Vice President Operations of Retalix Holdings Inc., a
wholly-owned subsidiary of Retalix. He also does not own a material equity
interest in Retalix. Retalix believes that Mr. Spirer does not have the power to
direct the management and policies of Retalix because (i) he is Executive Vice
President Operations of Retalix Holdings Inc., a Retalix subsidiary, and not an
executive officer of Retalix Ltd., and (ii) he holds neither a directorship of
nor a material equity interest in Retalix.

         In further response to the Staff's comment, the disclosure throughout
the proxy statement has been revised to address the relationships between
Messrs. Shaked, Moshaioff, Spirer and Retalix.

Special Factors
---------------

Background of the Merger, page 6
--------------------------------

9.       Please refer to prior comment 26. We note your amended disclosure
         regarding the interactions between representatives of TCI and Retalix.
         However, you state that Retalix approached TCI management on several
         occasions within the past two years concerning a possible acquisition
         of TCI by Retalix. Please identify the person or persons who approached
         TCI on behalf of Retalix. Describe the discussions that transpired in
         these interactions. See Instruction to paragraph (b) and (c) of Item
         1005 of Regulation M-A. Expand your disclosure to describe the
         substance and extent of all material discussions regarding the possible
         acquisition of TCI by Retalix and the persons who participated in each
         discussion. In particular, summarize the material terms of any
         transaction discussed, including a per share acquisition price to the
         extent applicable.

RESPONSE:
---------

         In response to the Staff's comment, the Company has added additional
detail about previous discussions between TCI and Retalix. We respectfully note
that in these discussions no material terms were discussed other than the price
range within which Retalix would be interested in acquiring TCI. Because TCI
deemed the price inadequate, the discussions did not progress to other material
terms. TCI and Retalix have informed us that the proxy statement as revised
includes all facts they believe are material with respect to acquisition
discussions between TCI and Retalix prior to January, 2005.

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Securities and Exchange Commission
Division of Corporation Finance
September 8, 2005
Page 7

10.      Please refer to prior comment 28. We note your amended disclosure
         regarding the provisions of the stock purchase agreement that provided
         for the payment of options, bonuses and severance to TCI officers,
         directors and employees. We specifically note your disclosure that each
         director abstained from voting on his own compensation. However, the
         terms of the stock purchase agreement appear to treat all tendered
         stock options in the same manner and all unvested stock options held by
         directors in the same manner. Revise to more specifically describe the
         process through which these benefits to TCI affiliates became part of
         the stock purchase agreement between the parties.

RESPONSE:
---------

         The proxy statement note