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September 20,
2005

VIA
EDGAR

United States Securities
and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C.  20002

Attn:  Mark P. Shuman, Neil Miller, Barbara C.
Jacobs and Marc Thomas

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

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
comments raised by Mark P. Shuman in his letter dated September 9, 2005 to
Jeffrey C. Smith in connection with the Issuers’ Registration Statement on Form S-4
(Registration No. 333-124508).  For
your convenience, the comments are included in this letter and are followed by
the applicable response.

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.

Response:

As of each of December 31, 2004 and March 31,
2005, the principal executive officer and principal financial officer of the
Issuers were able to conclude that the disclosure controls and procedures were
effective to provide reasonable assurance that material information required to
be included in the periodic reports was recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms.  Their conclusion as of each date was based
upon the completion of Worldspan’s standard processes for evaluating its disclosure
controls and procedures.  In connection
with each quarterly and annual report and in support of the certifications
required from the principal executive officer and principal financial officer, Worldspan
executes a plan that includes the use and review of a closing checklist, the
active involvement of senior management in the closing cycle, the completion of
variance analyses on the financial statements and operating statistics ( i.e.
transaction volume trends and revenue per transaction, etc.), executive and
non-executive cascading certifications and a meeting of the disclosure
committee that is held to review any issues raised through the certification
process and determine any other procedures necessary for Worldspan to collect
the information required to be disclosed in its periodic reports.  As part of Worldspan’s process for evaluating
its disclosure controls and procedures, the internal audit group of Worldspan then
tests the completion of the disclosure plan to provide additional support for
the external certifications.  This
process was completed in advance of the filing of both the Form 10-K for
the year ended December 31, 2004 and the Form 10-Q for the three
months ended March 31, 2005.

Neither of the items disclosed in Item 9A of the Form 10-K
for the year ended December 31, 2004, the information transfer deficiency
or the management resource deficiency in the finance department, were identified
as a result of the quarterly review of the disclosure controls and
procedures.  Instead, the matters were
identified in connection with Worldspan’s preparations for compliance with its
Sarbanes-Oxley 404 requirements and the annual audit of the financial
statements, respectively.  Even after
these matters were identified and brought to the attention of the principal executive
officer and principal financial officer, as described below the principal executive
officer and principal financial officer as of both December 31, 2004 and March 31,
2005 concluded that neither matter, individually or collectively, had an impact
on their conclusion as to the effectiveness of the disclosure controls and
procedures, nor (as discussed in more detail in response to Comment 2 below) that
either matter had a material impact on the financial statements for any period.

Information Transfer Deficiency

Since 1986, Worldspan’s Global Distribution System (“GDS”)
has contained an automated primary preventative control that filters
non-billable transactions from the system.
The nature of the non-billable items and filtering are common to the
travel industry and inherent in the functioning and logic of the GDS
system.  The filters have been
specifically designed to remove transactions meeting particular criteria that
management has identified as a non-

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billable transaction.
The integrity of the primary control is protected by a series of general
computer and application controls.  For
example, one of the Worldspan’s general computer and application controls is regression
testing and analysis performed periodically by its IT department.  This regression testing and analysis is
performed to validate whether transactions entered into the GDS are properly
processed by the filters as billable or non-billable.  The testing performed in 2004 and 2005 indicated
that the filters were operating effectively.
In addition, the filtering programs are periodically updated  for  changes in provider contracts or industry use
of the GDS system.  These updates are
subjected to a number of change control procedures, including code walk-through
and quality assurance testing.  The
integrity of the program code is further protected by restricted ability to
move new code into production.  Finally,
the effectiveness of these general computer controls was supported by a Type II
SAS-70 report issued by Ernst & Young LLP covering the period from January 1,
2004 through September 30, 2004.

The computer controls described above are then
supplemented by a series of  manual monitoring
controls designed to identify material fluctuations in revenue and transaction
volume patterns.  These include the
review of revenue, booking volume and inducement trending and analysis data on
a monthly, weekly and daily basis by management.  These reports are prepared and reviewed as
part of the closing process.  The trend
and variance analysis did not indicate any material or unexplained revenue or
transaction volume fluctuations  as of
either December 31, 2004 or March 31, 2005.  As part of its Sarbanes-Oxley 404
preparations, Worldspan identified the transfer of information from the GDS to
the billing system as an area where the system of internal controls could be
improved.  Specifically, Worldspan
determined that the controls could be improved by means of implementing a
complementary control to monitor those transactions that the GDS system
determined were non-billable.  The new
control would consist of the collection of the non-billable items and a
periodic management review and analysis of the nature of the items rejected by
the GDS to provide additional assurance that the programs are appropriately
filtering out such non-billable transactions.
This control, which was implemented in May 2005, is complementary
to the primary preventative control and the manual monitoring controls that
were in place as of December 31, 2004 and March 31, 2005.

In connection with the preparation of the Form 10-K
for the year ended December 31, 2004, Worldspan considered the need to
implement the new complementary control to be a change to its internal control
structure, and thus disclosed the change pursuant to Section 308(c) of
Regulation S-K.  However, the principal executive
officer and principal financial officer concluded that the absence of this complementary
control, either as of December 31, 2004 or March 31, 2005, had no
impact on their conclusions regarding the effectiveness of the disclosure
controls and procedures, which conclusions were reached after the completion of
the process undertaken in connection with the preparation of the periodic
reports for those periods.  This was
based, among other things, on their knowledge of and confidence in the
effectiveness of the existing primary preventative control, the general
computer and application controls and the monitoring controls described
above.  In addition, through their
periodic review of financial and operating data, relationships with its agency
customers and supplier participants and their knowledge of the industry,
Worldspan believes that it is likely that it would be quickly brought to its
attention if there was a problem with the primary filtering controls.  As discussed in our letter dated August 19,

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2005, Worldspan’s testing of subsequent transactions
has confirmed that the conclusions of the principal executive officer and
principal financial officer were correct.

Management Resources Deficiency

There were a series of events during the fourth quarter of 2004 and the
first quarter of 2005 which in combination led to the disclosure in Item 9A of
Worldspan’s Form 10-K for the year ended December 31, 2004 regarding the
management resources deficiency.  The
most important of these was the departure of Worldspan’s former Chief Financial
Officer, Mr. Michael Wood, on November 22, 2004.  Worldspan acted promptly to fill the position
on an interim basis and rehired Mr. Dale Messick to serve as Senior Vice
President - Finance, effective December 1, 2004 (effectively filling the role
of principal financial officer until a new Chief Financial Officer was
hired).  Mr. Messick had previously been
employed by Worldspan for a total of 11 years in a variety of positions,
including as Controller and Chief Financial Officer, and served as a consultant
to Worldspan throughout Mr. Wood’s tenure as Chief Financial Officer.  In addition, there was turnover of finance
department staff below the controller level during the fourth quarter of 2004,
and in particular during the early part of the first quarter of 2005.  Some of these positions were filled during
the first quarter, but with personnel that did not have the same history and
knowledge of Worldspan and the industry as the personnel they replaced.  Finally,
the finance department resources were strained by the overlapping of the
year-end closing activities with the refinancing transaction until its
completion in February of 2005.

The cumulative result of each of these factors was
that management was not able to complete its customary review of the year-end
accounts prior to the time the year-end audit was commenced by the outside
auditors.  Instead, management conducted
this review simultaneously with the conduct of the audit.  As a result, the auditors discovered
adjustments that, had management timely performed its customary year-end review,
the Issuers believe would have been detected by management.  The Issuers believe that there were
sufficient resources in the finance department as of December 31, 2004 to
have detected the matters giving rise to these adjustments had the management
review of year-end accounts been completed prior to the start of the
audit.  Both the management review of
year-end accounts and the review of disclosure control and procedures however
were able to be conducted prior to the timely filing of Worldspan’s Form 10-K
for the year ended December 31, 2004.

The auditors considered the number and nature of the
adjustments as well as the demands being placed on the accounting staff.  The auditors concluded that the existing
staffing model in the finance department may not be sustainable in the long
term.  As a result, the auditors
concluded that the resource constraint was a reportable condition and reported
it to the audit committee.  The Issuers
agreed with the auditors’ conclusion and, pursuant to Item 308(c) of
Regulation S-K, determined that the necessary increase in staffing constituted
a change in internal control over financial reporting that should be
disclosed.  However, the principal executive
officer and principal financial officer concluded that as of December 31,
2004 the resource deficiency had no impact on their conclusions regarding the
effectiveness of the Issuers’ disclosure controls and procedures, which conclusions
were reached after the completion of the review of disclosure controls and
procedures undertaken in connection

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with the preparation of the Form 10-K.  This conclusion is consistent with Worldspan’s
belief that the finance department had sufficient resources as of December 31,
2004 and March 31, 2005 to discover the matters giving rise to each of the
audit adjustments had a timely management review been completed prior to the
commencement of the audit.

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, how you are able to conclude that these reportable
conditions were not material weaknesses.

Response:

Management and the auditors each concluded that
neither the information transfer deficiency nor the management resource
deficiency were a material weakness because in their view there was a relatively
low level risk that misstatements caused by errors or fraud in amounts material
in relation to the financial statements may occur and not be detected within a
timely period by employees in the normal course of performing their assigned
functions.  These conclusions were based
on the following considerations:

Information Transfer Deficiency

Neither management nor the auditors concluded that the
absence of a complementary control to monitor non-billable transactions prior
to May of 2005 increased the potential  risk that a material misstatement would go
undetected.  This is due to the existence
of the primary preventative control, general computer and application controls
and manual monitoring controls designed to prevent non-billable transactions
from being transferred from the GDS to the billing system.  Instead, a complementary control was designed
to provide an additional level of review and represented an improvement to Worldspan’s
internal control over financial reporting.

The conclusion was based upon the existence and
operation of the following four controls which in combination validate the
operation of the primary filtering control:

•                  Worldspan’s
general computer and application controls design includes regression testing
and analysis performed periodically by its IT department.  This regression testing and analysis is
performed to validate whether transactions entered into the GDS are properly
processed as billable or non-billable.  This
testing is specifically designed to evaluate the operating effectiveness of the
various filters that determine

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whether a transaction
should be billed.  The testing performed
in 2004 and 2005 did not revea