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

              (714) 668-6244
chrismanderson@paulhastings.com

            October 17, 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 September 9, 2005

File No. 5-55375

Preliminary Schedule 14A, as amended

Filed on September 9, 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
October 7, 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.

Preliminary Proxy Statement on Schedule 14A, as amended

Summary Term Sheet

What does TCI’s board of directors recommend?

            1.

            We note your response to prior comments 3 and 18.  Provide comparable disclosure for each filing person.  We are unable to locate any disclosure

Securities and Exchange Commission

Division of Corporation Finance

October 17, 2005

Page 2

regarding  RTLX LLC,  Survivor  RTLX LLC or Retalix  Holdings,  Inc.  Also,  the
disclosure  for  Retalix,   [Ltd.]  does  not  separately  address  fairness  to
unaffiliated  holders  or the  disclosure  required  by Item 1014 of  Regulation
M-A.

RESPONSE:

In response to the Staff’s  comment, we have revised the proxy statement to
include the required  disclosure with respect to RTLX LLC, Survivor RTLX LLC and
Retalix Holdings,  Inc. Though we respectfully note that a discussion of Retalix Ltd’s position on fairness was already contained
in the middle of the proxy statement, we have also revised Retalix, Ltd.’s disclosure in all other relevant
places in the proxy statement to separately address fairness to unaffiliated stockholders as well as the
disclosure required by Item 1014 of Regulation M-A.

            2.

We are unable to locate the discussion  for each filing person  required by Item
1013(d) of Regulation M-A. Please consider  instructions 2 and 3 to Item 1013 of
Regulation  M-A  when  providing  the  disclosure.

RESPONSE:

In response to the Staff’s  comment, we have revised the proxy statement to
include the  required  discussion  for RTLX LLC,  Survivor  RTLX LLC and Retalix
Holdings, Inc.

            3.

Please refer to prior  comment 11 from our letter  dated  August 18,  2005.  You
amended your disclosure regarding the valuation of comparable software companies
to  discuss  two of the  criteria  used  to  select  the  six  named  comparable
acquisitions.  However,  your description of these transactions does not include
an  explanation  of why the other  companies are deemed  comparable,  you simply
refer to them as “comparable  acquisitions.”  Please revise to explain
in detail  why  management  came to the  conclusion  that  these  companies  and
transactions  were comparable to TCI and this  transaction.  You should focus on
the  similarities  of the  named  companies  and  transactions  to TCI and  this
transaction as well as the material  differences  between them.  Your discussion
should provide  investors with sufficient  information to evaluate the basis for
your    conclusion    that    these     transactions    are     “comparable
acquisitions.”

RESPONSE:

In response to the  Staff’s  comment and  subsequent  discussions  with the
Staff,  we have revised the proxy  statement to provide  additional  information
about how TCI conducted its enterprise  value  analysis.  Specifically,  we have
added  disclosure  explaining  that  while TCI would have  preferred  to compare
itself to three competitors which TCI regarded as

Securities and Exchange Commission

Division of Corporation Finance

October 17, 2005

Page 3

its closest peers, TCI could not obtain  verifiable  figures for annual revenues
and transaction values with respect to these peers. In addition, only one of the
three was  acquired  as a going  concern;  the other two were broken up in asset
sales,  making it impossible to analyze the closest peer acquisition values as a
multiple of their revenues.

The  disclosure  explains  that TCI then  looked to compare  itself to  business
management or retail software  companies (i) which had recently been acquired by
Retalix,  one of Retalix’s  competitors or another prospective TCI acquiror
(ii) where the  acquisition  price and annual  revenues could be determined with
certainty.  It also  explains  that these were the only  general  criteria  that
TCI’s  management  then  considered  in  conducting  the  enterprise  value
analysis and that they believed that an analysis of transactions involving these
software  companies  would  provide  meaningful  comparative  data  because such
companies  were in the  same  industry  as  TCI,  produced  products  similar  to
TCI’s and were acquired by companies whose strategies and lines of business
could lead to a strategic interest in acquiring TCI.

            4.

To the  extent  known,  quantify  the  liquidation  value.  If the board did not
determine a liquidation value, expand your disclosure to address why liquidation
value was not  considered.  Refer to Exchange Act Release No.  17719,  April 13,
1981.

RESPONSE:

In response to the Staff’s  comment, we have revised the proxy statement to
state  that  TCI’s  estimated  liquidation  value was  approximately  $0.95
million (after estimated  liquidation costs of approximately  $0.45 million) and
to explain that the board did not consider  liquidation value because it was not
material in light of Retalix’s $34.5 million offer.

            5.

Refer to prior comment 4. We note your  statement on page 23 that  “for the
reasons set forth in the proxy  statement”  the current board  believes the
merger is fair.  This  document  must  clearly  set forth all  factors the board
considered  in  assessing  fairness,  and  how it  analyzed  them to  reach  its
conclusion.  It remains  unclear what factors the current  board  considered  in
making its fairness determination.  The board must make a fairness determination
addressing  the  points  set  forth in Item  1014 of  Regulation  M-A.  Refer to
Exchange  Act  Release  No.   17719,   April  13,   1981.

RESPONSE:

The proxy  statement has been revised to delete  “for the reasons set forth
in the  proxy  statement”  and  to  state  that  the  current  board’s
conclusion as to the fairness of the

Securities and Exchange Commission

Division of Corporation Finance

October 17, 2005

Page 4

transaction to the unaffiliated stockholders is based on the factors set forth under “Position of TCI as to the Fairness of the Merger.”

Position of Retalix as to the Fairness of the :Merger, page 29

            6.

We  note  your  response  to  prior  comment  19.  Explain  to us  with  greater
specificity the role played by Citigroup in preparing  management’s report.
From the  description of  Citigroup’s  work provided in response to comment
19, we  continue  to believe it was  “materially  related”  within the
meaning of Item 1015 of Regulation  M-A.  Note that Item 1015 of Regulation  M-A
encompasses both oral and written “reports,”  so that where no written
materials  were provided by the fairness  advisor,  it requires you to summarize
the oral contacts that are materially related to this transaction.  In addition,
we are unable to locate the  projections  prepared  by TCI  referred  to in your
response. Please advise.

RESPONSE:

In response to the Staff’s comment and subsequent discussions with the Staff, Retalix has authorized the filing
of the presentation delivered by Retalix’s management to the Retalix board of directors.  The presentation has
been filed as Appendix G to the proxy statement and incorporated by reference into the Schedule 13E-3/A.  In
further response to the Staff’s comment regarding the projections prepared by TCI referred to in our response to
the Staff's prior comment 19, we respectfully note that the projections appear on pages 20 and 26 of the
Power Point presentation, and appeared on pages 71 to 73 of the preliminary proxy statement filed on September 9,
2005 under the caption “TCI Solutions, Inc. Projected Financial Information,” and
continue to appear under such caption in the preliminary proxy statement filed with this letter.   The
projections in the presentation and proxy statement differ immaterially, as noted in our response to the Staff’s
prior comment 19.

Sincerely,

William C. Manderson

of PAUL, HASTINGS, JANOFSKY & WALKER LLP