SecProbe.io

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<TYPE>LETTER
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<FILENAME>filename1.txt
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								September 9, 2005

Room 4561

Jeffrey C. Smith, Esq.
General Counsel
Worldspan, LP and WS Financing Corp.
300 Galleria Parkway, N.W.
Atlanta, Georgia 30339

Re:  	Worldspan, LP and WS Financing Corp.
	Amendment No. 2 to Form S-4
      Filed August 19, 2005
      File No. 333-124508

      Draft responses dated August 19, 2005 regarding comments on
      Form 10-K Annual Report for the Year Ended December 31, 2004
      Filed on March 29, 2005
      Form 10-Q for March 31, 2005
      Filed on May 16, 2005
      File No. 333-109064

Dear Mr. Smith:

      This is to advise you that we have reviewed only those
portions
of the above amended registration statement and draft responses
dated
August 19, 2005 that relate to your signatures, legal opinion and
controls and procedures disclosure.

Draft responses regarding Form 10-K, Annual Report for the Year
ended
December 31, 2004 and Form 10-Q for the Quarter Ended March 31,
2005
Item 9A. Controls and Procedures

1.	We note your response to prior comment nine from our last
letter
regarding the effectiveness of your disclosure controls and
procedures.  We further note your subsequent testing and
implementation of a monitoring control regarding your information
transfer deficiency.   Based on the lack of management`s review of
year-end accounts prior to December 31, 2004 and the lack of
sufficient resources in the finance department, please provide us
with management`s bases for its conclusions that your disclosure
controls and procedures were effective as of December 31, 2004 and
as
of March 31, 2005.  Specifically, we note your implementation of
remedial measures and testing after December 31, 2004 and March
31,
2005; however, tell us how management was able to conclude that
these
deficiencies in the aggregate could not have been material as of
those dates.
2.	Regarding prior comment 10 from our last letter, we note that
your auditors conveyed reportable conditions to the audit
committee
in a letter dated March 22, 2005.   In order to provide us with
additional background as to management`s conclusions regarding
your
disclosure controls and procedures, please tell us management`s
and
the auditors` bases for concluding that these reportable
conditions
were not material weaknesses and that there was a low level risk
of
material misstatement.  Based on your responses as to the lack of
resources in the finance department and the information transfer
design errors regarding your invoicing process, it is unclear
without
the ability to review these non-billable records, which we
understand
do not exist, how you are able to conclude that these reportable
conditions were not material weaknesses.
3.	In connection with your response to prior comment 11 where
you
aggregate individual adjustments to provide the net impact
reflective
of over and under accruals, please provide us with the gross over
and
under accruals used to arrive at each expense line item identified
in
your response.

*  *  *

      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.

      We will consider a written request for acceleration of the
effective date of the registration statement, but 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 Marc Thomas at (202) 551-3452 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Neil Miller at (202) 551-3442 or me at
(202)
551-3462 with any other questions.  If you require further
assistance, you may contact Barbara C. Jacobs, Assistant Director,
at
202-551-9210.

								Sincerely,

								Mark P. Shuman
								Branch Chief - Legal

cc:  	G. Daniel O`Donnell, Esq. (via facsimile)
	R. Craig Smith, Esq.
	Dechert LLP
	4000 Bell Atlantic Tower
	1717 Arch Street
	Philadelphia, Pennsylvania 19103
	Telecopier No. (215) 994-2222

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Worldspan, LP
September 9, 2005
Page 1

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