SecProbe.io

CORRESP
1
filename1.htm

[Worldspan, L.P. letterhead]

September
30, 2005

VIA EDGAR

Securities
and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:Worldspan,
L.P. and WS Financing Corp.

Registration Statement on Form S-4

(File No. 333-124508)

Ladies
and Gentlemen:

        This
letter is provided in connection with that certain Registration Statement on Form S-4 (File No. 333-124508) of Worldspan, L.P., a Delaware
limited partnership ("Worldspan") and WS Financing Corp., a Delaware corporation ("WS Financing," and together with Worldspan, the "Company"). Upon the effectiveness of such Registration Statement,
the Company proposes to offer to exchange an aggregate principal amount of up to $300,000,000 of its new Senior Second Lien Secured Floating Rate Notes Due 2011 (the "Exchange Notes") for a like
principal amount of outstanding Senior Second Lien Secured Floating Rate Notes Due 2011 (the "Existing Notes") upon the terms and subject to the conditions set forth in the exchange offer prospectus
contained in the Registration Statement.

        The
Company is registering the exchange offer in reliance on the staff's position enunciated in Exxon Capital Holdings Corp. (avail.
May 13, 1988) (the "Exxon Capital Letter"). Please be advised that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be
received in the exchange offer and, to the best of the Company's information and belief, each person participating in the exchange offer is acquiring the Exchange Notes in its ordinary course of
business and is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes. In this regard, the
Company will make each person participating in the exchange offer aware that if such person is participating in the exchange offer for the purpose of distributing the Exchange Notes, such person
(i) could not rely on the staff position enunciated in the Exxon Capital Letter or
interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended, in connection with a secondary
resale transaction. The Company acknowledges that such a secondary resale transaction by such person participating in the exchange offer for the purpose of distributing the Exchange Notes should be
covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.

Very truly yours,

WORLDSPAN, L.P.

WS FINANCING CORP.

By:

/s/ Jeffrey C. Smith

Name:

Jeffrey C. Smith

Title:

General Counsel, Secretary and Senior Vice President—Human Resources of each

cc: R. Craig Smith, Esq.