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October 19,
2005

VIA
EDGAR

United States Securities
and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C.  20549

Attn:  Mark P. Shuman, Barbara C. Jacobs, Maryse
Mills-

Apenteng,
Brad Skinner and Marc Thomas

  Re:

  Worldspan, L.P. and WS Financing Corp.

  Amendment No. 3 to the Registration Statement
  on Form S-4

  File No. 333-124508

Gentlemen
and Ladies:

On behalf of Worldspan, L.P. (“Worldspan”) and WS Financing
Corp. (“WS Financing,” and WS Financing together with Worldspan, the “Issuers”)
we respond to the oral comment conveyed by Marc Thomas to the undersigned in a
telephone conversation held on October 11, 2005, which comment was made in
connection with the Issuers’ Registration Statement on Form S-4 (Registration
No. 333-124508).  For your
convenience, a written version of the comment as relayed to us is included in
this letter, and is followed by our response.

SEC Oral Comment

Given the recent bankruptcy
filings of Delta and Northwest, is Worldspan going to record an allowance for
outstanding receivables from these airlines?
If not, why not?  If so, how will
Worldspan determine the amount of the allowance?

As we discussed in our
telephone conversation with Brad Skinner on October 17, 2005, in
connection with Worldspan’s Form 10-Q for the quarter ended September 30,
2005, Worldspan is currently analyzing whether any adjustment to the financial
statements should occur in the third quarter due to the recent bankruptcy
filings by Delta and Northwest.  As of
the date of this letter, that analysis continues, and Worldspan has not yet
made a determination as to whether an adjustment would be appropriate.  The amounts currently under review for a
possible adjustment relate to transactions that originated in the third quarter
of 2005.  As a result, any adjustment
would only be reflected in the financial statements as of and for the quarter
ended September 30, 2005, which will be included in Worldspan’s Form 10-Q
for such quarter.  Worldspan does not
believe that any adjustment

is necessary to the amounts
recorded in its financial statements as of and for the period ended June 30,
2005, which are the financial statements that are included in the Issuers’ Form S-4.  This belief is supported by the fact that as
of June 30, 2005, Worldspan had approximately $35.9 million in outstanding
receivables under its two main commercial agreements with Delta and Northwest,
and these amounts were 99% paid as of the date of this letter.  In addition, Worldspan is not aware that any preference
claims have been made with respect to Worldspan by any person that could
require Worldspan to return all or some portion of the cash payments received
from June 17, 2005 through September 14, 2005 (the date of both
bankruptcy filings).  Worldspan will
publicly disclose its conclusion regarding the accounting for these third
quarter transactions after that determination has been made at the time that
its Form 10-Q for such quarter is filed.  The final conclusion will be based on all
facts known to Worldspan at the time of its Form 10-Q filing.  Given the early stage of the Delta and
Northwest bankruptcies, it is possible that additional facts will become known
through the bankruptcy proceedings or from the airlines prior to the filing of
the Form 10-Q that could significantly change the accounting for the third
quarter transactions.  Therefore, the
Issuers intend to request that the S-4 be declared effective before the
determination as to the necessity of any adjustment is finally made.

On September 30, 2005,
the Issuers filed Amendment No. 3 to Form S-4 (“Amendment No. 3”),
which disclosed the amount of billed and unbilled accounts receivable under
Worldspan’s two principal commercial agreements with Delta and Northwest at the
time of their bankruptcy filings, together with the amount of pre-petition
accounts receivable paid to date and the current pre-petition amounts due from
these airlines.  Worldspan believes that
the information contained in Amendment No. 3 remains accurate with the
exception of the amounts due to Worldspan as of the time of the bankruptcy
filings (which are being updated to reflect the actual billings for September 2005),
and is not aware of any other material information that could be disclosed in
the Form S-4 regarding this matter. Worldspan has completed its billings for
September and will amend its Form S-4 to disclose the amounts due
from Delta and Northwest based on the actual pre-petition balances as follows:

  Delta

  Northwest

  Estimated amount in Amendment No. 3

  $

  21.7

  $

  18.8

  Revised amount

  $

  22.8

  $

  20.6

For the period from June 17,
2005 to September 14, 2005, Worldspan has received approximately $37.3
million from Delta and approximately $27.0 million from Northwest under
Worldspan’s two principal commercial agreements.  In addition, Worldspan received payments from
Delta and Northwest related to the Greek tax matter discussed in Amendment No. 3
of  approximately $155,000 and $652,000,
respectively.  These payments were made
in the ordinary course of business and in accordance with the applicable
contract terms.  To date, Worldspan is
not aware that any preference claims have been made with respect to Worldspan
by any person.  Given all of

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the facts and circumstances
and its knowledge to date, Worldspan does not believe that the public
disclosure of this information in its Form S-4 or otherwise constitutes
information that would be material to its investors.

If you have any questions,
please feel free to contact R. Craig Smith at 215.994.2769 or the undersigned
at 215.994.2621.  Thank you for your
cooperation and attention to this matter.

  Sincerely,

  /s/ Stephen M. Leitzell

  Stephen M. Leitzell

  cc:

  Jeffrey C.
  Smith, Esquire

  R. Craig Smith,
  Esquire

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