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 May 5, 2025

Brian K. Miller
Chief Financial Officer
Tyler Technologies, Inc.
5101 Tennyson Parkway
Plano, Texas 75024

 Re: Tyler Technologies, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 19, 2025
 File No. 001-10485
Dear Brian K. Miller:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
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 Document April 17, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, DC 20549 Attention: Ms. Christine Dietz Senior Staff Accountant Re: Tyler Technologies, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 Filed February 19, 2025 File No. 001-10485 Ladies and Gentlemen: Tyler Technologies, Inc. (the “Company”, “we”, “us” or “our”) submits this letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter dated April 7, 2025 (the “Comment Letter”) relating to the Company’s Form 10-K for the fiscal year ended December 31, 2024, filed on February 19, 2025. The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter, and to facilitate the Staff’s review, we have restated the text of each of the Staff’s comments in bold and italicized type below, and the Company’s response follows each comment. Form 10-K for the Fiscal Year Ended December 31, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations and Other, page 32 1. We note your presentation and discussion of revenues by segment. However, we note that you do not include a discussion and analysis of each segment’s profit. Please tell us what consideration was given to whether a discussion of segment profit information would be necessary to an understanding of your business. Refer to Item 303(b) of Regulation S-K. Company Response: The Company respectfully acknowledges the Staff’s comment and advises that we considered including a discussion of segment profit information but initially did not think it was material to an understanding of our business as revenue is presented by segment and expense drivers are similar. We acknowledge that a discussion of segment profit information may help investors better understand our business and for future filings, we will include a table presenting segment operating income for each segment with a related discussion. Please see the proposed presentation included in the response to Comment 5 below. Consolidated Financial Statements Note (2) Segment and Related Information, page F-16 2. You disclose that the primary measure used by the chief operating decision maker (“CODM”) is segment income or loss from operations; however, we note that you also present segment gross profit. Please tell us whether the CODM receives segment gross profit for each reportable segment and how it is used. If the CODM uses more than one measure of segment profit or loss, such as segment gross profit and segment operating income, to assess segment performance and to decide how to allocate resources, tell us which of the reporting segment profit or loss measures is required to be disclosed in accordance with ASC 280-10-50-28A. In this regard, the measure required to be disclosed is that which management believes is determined in accordance with the measurement principles most consistent with those used in measuring the corresponding amounts in the consolidated financial statements. Additional measures may be disclosed pursuant to ASC 280-10-50-28A through 50-28C. Company Response: The Company acknowledges the Staff’s comment and respectfully explains that while segment gross profit is included in the financial information that is provided to the CODM for informational purposes, the CODM does not use segment gross profit when assessing performance or allocating resources. The CODM uses the segment operating income to allocate resources and assess performance, and therefore we believe it is the metric required to be disclosed under the guidance in ASC 280-10-50-28A. The presentation of segment gross profit within Note (2) was not intended to imply the use of the metric by the CODM. Rather, the presentation in Note (2) inclusive of segment gross profit was presented for informational purposes only and intended to maintain a consistent format throughout the financials. To address your comment and limit confusion on the metric used by the CODM in future filings, we will revise the Segment and Related Information to remove segment gross profit. Please see the proposed disclosure included in the response to Comment 5 below. 3. In connection with your response to the preceding comment, if both segment gross profit and segment operating income are used by the CODM and will be disclosed: • Please tell us how you considered the disclosures required by ASC 280-10-50-29(f) for segment gross profit; and • Please tell us what consideration was given to identifying the additional measure of segment profit or loss as non-GAAP and providing disclosures required by Item 10(e)(1)(i) of Regulation S-K in the filing. Company Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that, as discussed above in the response to Comment 2, the CODM only uses the segment operating income to allocate resources and assess performance. Therefore, consistent with the guidance in ASC-280-10-50A, segment operating income will be the only segment profitability measure disclosed in future filings. 4. Please revise future filings to reconcile the total of the reportable segments’ amount for each measure of profit or loss to consolidated income before income taxes. Refer to ASC 280-10-50-30(b) and ASC 280-10-50-28C. The reconciliation should include a single amount for the subtotal of the reportable segments’ measures of profit or loss with a reconciliation of that amount to consolidated income before income taxes. In this regard, the segment note currently includes a Corporate column which appears to result in the presentation of non-GAAP measures of consolidated segment gross profit and consolidated segment operating income. Similarly revise to reconcile other total reportable segments’ amounts to consolidated amounts, such as the total of the reportable segments’ assets to consolidated assets. Refer to ASC 280-10-50-30. Company Response: The Company acknowledges the Staff’s comment regarding the requirements in ASC 280-10-50-30(b) and ASC 280-10-50-28C as well as regarding the appearance of creating non-GAAP measures of consolidated segment gross profit and consolidated segment operating income. In future filings we will revise the presentation to remove such amounts. Additionally, the reconciliation of reportable segments’ operating income will be changed to include a single amount for the subtotal of segments’ operating income that is then reconciled to consolidated income before taxes. Please see the proposed disclosure included in the response to Comment 5 below. 5. Please provide us with proposed disclosure that is responsive to the concerns noted in the comments above. Company Response: The Company acknowledges the Staff’s comment and provides the proposed disclosure for future filings below using results from our Form 10-K for the year ended December 31, 2024: Proposed disclosures to be added in response to Comment #1: Management Discussion and Analysis OVERVIEW General We report our results in two reportable segments. Our reportable segments are organized on the basis of a combination of the products and services they deliver to clients and the function the public sector client performs. Operating segments that have met the aggregation criteria have been combined into our two reportable segments. The Enterprise Software (“ES”) reportable segment provides public sector entities with software systems and services to meet their information technology and automation needs for mission-critical “back-office” functions such as: public administration solutions, courts and public safety solutions, education solutions, and property and recording solutions. The Platform Technologies (“PT”) reportable segment provides public sector entities with platform and transformative solutions including digital solutions, payment processing, streamlined data processing, and improved operations and workflows. The CODM uses segment operating income or loss to assess performance and to allocate resources (including employees, property, and financial or capital resources) for each segment, predominantly in the annual budget and forecasting process. During the fiscal periods presented, we had no significant transactions between reportable segments. Corporate unallocated amounts are comprised of non-cash amortization of intangible assets associated with acquisitions, depreciation associated with unallocated property and equipment assets, compensation costs for the executive management team and certain shared services staff, and share-based compensation expense for the entire company. Also, Corporate unallocated amounts include incidental revenues and expenses related to a company-wide user conference. Excluding the impact of unallocated amounts discussed above, the accounting policies of the reportable segments are the same as those described in Note 1, “Summary of Significant Accounting Policies.” Analysis of Results of Operations and Other Segment Operating Income The following table sets forth a comparison of the operating income by reportable segments for the listed years ended December 31 ($ in thousands): Operating Income (loss): Change 2024 2023 $ % ES $ 546,415  $ 443,756  $ 102,659  23  % PT 116,526  124,446  (7,920) (6) % Corporate unallocated (363,415) (349,665) (13,750) 4  % Total operating income $ 299,526  $ 218,537  $ 80,989  37  % The increase in the ES segment operating income is primarily due to higher subscription revenues as a result of the ongoing shift toward SaaS arrangements for both new and existing clients, along with growth in certain transaction-based revenues. Also contributing to the increase in segment operating income is the decline in G&A expense primarily attributed to lower facilities costs resulting from lease restructurings. These increases are partially offset by lower revenue from software licenses and maintenance, higher software development amortization expense, and increased hosting costs as we expand our SaaS client base, together with higher personnel costs including higher bonus and commission expenses. The decline in the PT segment operating income is primarily due to lower revenue from software licenses and increased hosting costs as we expand our SaaS client base, together with higher personnel costs. The decline is partially offset by a higher revenue mix for subscription revenues as a result of the ongoing shift toward SaaS arrangements and higher professional services revenues. The change in the Corporate unallocated is primarily attributed to the increase in personnel costs attributed to higher bonuses and share-based compensation expense, along with higher amortization expense from software development costs. The increase in costs is offset by lower amortization expense from other intangibles. See Note 2 “Segment and Related Information” for a reconciliation between our reportable segments and consolidated financial results for the periods presented. Proposed disclosures in response to Comment #5: 2. SEGMENT AND RELATED INFORMATION Reportable operating segments are determined based on the Company’s management approach. The management approach, as defined by FASB ASC 280 “Segment Reporting” is based on the way that the Chief Operating Decision Maker (“CODM”) organizes the segments within an enterprise for making decisions about resources to be allocated and assessing their performance. Our CODM, for purposes of FASB ASC 280, is our Chief Executive Officer. We report our results in two reportable segments. Our reportable segments are organized on the basis of a combination of the products and services they deliver to clients and the function the public sector client performs. Operating segments that have met the aggregation criteria have been combined into our two reportable segments. The Enterprise Software (“ES”) reportable segment provides public sector entities with software systems and services to meet their information technology and automation needs for mission-critical “back-office” functions such as: public administration solutions, courts and public safety solutions, education solutions, and property and recording solutions. The Platform Technologies (“PT”) reportable segment provides public sector entities with platform and transformative solutions including digital solutions, payment processing, streamlined data processing, and improved operations and workflows. The CODM uses segment operating income or loss to assess performance and to allocate resources (including employees, property, and financial or capital resources) for each segment, predominantly in the annual budget and forecasting process. During the fiscal periods presented, we had no significant transactions between reportable segments. Corporate unallocated amounts are comprised of non-cash amortization of intangible assets associated with acquisitions, depreciation associated with unallocated property and equipment assets, compensation costs for the executive management team and certain shared services staff, and share-based compensation expense for the entire company. Also, Corporate unallocated amounts include incidental revenues and expenses related to a company-wide user conference. Excluding the impact of unallocated amounts discussed above, the accounting policies of the reportable segments are the same as those described in Note 1, “Summary of Significant Accounting Policies”. For the year ended December 31, 2024 Enterprise Software Platform Technologies Total Revenues       Subscriptions: SaaS $ 559,842  $ 84,937  Transaction-based fees 234,633  463,519  Maintenance 438,455  24,677  Professional services 219,933  44,058  Software licenses and royalties 25,292  1,065  Hardware and other 33,447  992  Total segment revenues 1,511,602  619,248  2,130,850  Less: Cost of revenues 706,952  411,351  Sales and marketing expense 109,981  21,618  General and administrative expense 48,072  57,627  Research and development expense 100,182  12,126  Segment operating income $ 546,415  $ 116,526  $ 662,941  For the year ended December 31, 2023 Enterprise Software Platform Technologies Total Revenues       Subscriptions: SaaS $ 459,544  $ 68,433  Transaction-based fees 174,718  456,817  Maintenance 442,781  23,880  Professional services 209,727  40,249  Software licenses and royalties 32,709  5,387  Hardware and other 30,176  —  Total segment revenues 1,349,655  594,766  1,944,421  Less: Cost of revenues 653,407  368,017  Sales and marketing expense 102,325  25,196  General and administrative expense 57,481  64,406  Research and development expense 92,686  12,701  Segment operating income $ 443,756  $ 124,446  $ 568,202  For the year ended December 31, 2022 Enterprise Software Platform Technologies Total Revenues       Subscriptions: SaaS $ 378,953  $ 49,573  Transaction-based fees 147,370  436,408  Maintenance 444,143  24,312  Professional services 204,970  72,655  Software licenses and royalties 55,158  4,248  Hardware and other 26,592  —  Total segment revenues 1,257,186  587,196  1,844,382  Less: Cost of revenues 606,379  370,571  Sales and marketing expense 100,786  23,224  General and administrative expense 39,083  61,191  Research and development expense 92,162  8,919  Segment operating income $ 418,776  $ 123,291  $ 542,067  Reconciliation of reportable segment operating income to the Company's consolidated totals: Years Ended December 31, 2024 2023 2022 Segment operating income $ 662,941  $ 568,202  $ 542,067  Corporate Unallocated: Revenues 6,953  7,330  5,822  Cost of revenues (83,739) (69,228) (89,391) Sales and marketing expense (26,132) (22,249) (11,733) General and administrative expense (195,239) (186,688) (167,050) Research and development expense (5,631) (4,198) (4,103) Amortization of other intangibles (59,627) (74,632) (61,363) Interest expense (

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 April 7, 2025

Brian K. Miller
Chief Financial Officer
Tyler Technologies, Inc.
5101 Tennyson Parkway
Plano, Texas 75024

 Re: Tyler Technologies, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed February 19, 2025
 File No. 001-10485
Dear Brian K. Miller:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Management s Discussion and Analysis of Financial Condition and Results of
Operations
Analysis of Results of Operations and Other, page 32

1. We note your presentation and discussion of revenues by segment.
However, we note
 that you do not include a discussion and analysis of each segment's
profit. Please tell
 us what consideration was given to whether a discussion of segment
profit
 information would be necessary to an understanding of your business.
Refer to Item
 303(b) of Regulation S-K.
Consolidated Financial Statements
Note (2) Segment and Related Information, page F-16

2. You disclose that the primary measure used by the chief operating
decision maker
 ( CODM ) is segment income or loss from operations; however, we note
that you
 also present segment gross profit. Please tell us whether the CODM
receives segment
 gross profit for each reportable segment and how it is used. If the CODM
uses more
 April 7, 2025
Page 2

 than one measure of segment profit or loss, such as segment gross profit
and segment
 operating income, to assess segment performance and to decide how to
allocate
 resources, tell us which of the reported segment profit or loss measures
is required to
 be disclosed in accordance with ASC 280-10-50-28A. In this regard, the
measure
 required to be disclosed is that which management believes is determined
in
 accordance with the measurement principles most consistent with those
used in
 measuring the corresponding amounts in the consolidated financial
statements.
 Additional measures may be disclosed pursuant to ASC 280-10-50-28A
through 50-
 28C.
3. In connection with your response to the preceding comment, if both
segment gross
 profit and segment operating income are used by the CODM and will be
disclosed:
 Please tell us how you considered the disclosures required by ASC
280-10-50-
 29(f) for segment gross profit; and
 Please tell us what consideration was given to identifying the
additional measure
 of segment profit or loss as non-GAAP and providing the disclosures
required by
 Item 10(e)(1)(i) of Regulation S-K in the filing.
4. Please revise future filings to reconcile the total of the reportable
segments amount
 for each measure of profit or loss to consolidated income before income
taxes. Refer
 to ASC 280-10-50-30(b) and ASC 280-10-50-28C. The reconciliation should
include
 a single amount for the subtotal of the reportable segments measures
of profit or loss
 with a reconciliation of that amount to consolidated income before
income taxes. In
 this regard, the segment note currently includes a Corporate column
which appears to
 result in the presentation of non-GAAP measures of consolidated segment
gross profit
 and consolidated segment operating income. Similarly revise to reconcile
other total
 reportable segments amounts to consolidated amounts, such as the
total of the
 reportable segments assets to consolidated assets. Refer to ASC
280-10-50-30.
5. Please provide us with proposed disclosure that is responsive to the
concerns noted in
 the comments above.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Christine Dietz at 202-551-3408 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
</TEXT>
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April 29, 202 4
Brian Miller
Chief Financial Officer
Tyler Technologies, I nc.
5101 Tennyson Parkway
Plano, TX 75024

Re: Tyler Technologies , Inc.
 CIK 0000860731

Dear Brian Miller :

 We have completed our review of your correspondence dated April 25, 2024. We remind you that
the company and its management are responsible for the accuracy and  adequacy of their discl osures, not
withstanding any review, comments, action or absence of action by the sta ff.

Sincerely,
Division of Corporation Finance

April 22, 2024
Brian Miller
Chief Financial  Officer
Tyler Technologies
5101 Tennyson Parkway
Plano, Texas 75024

RE:  Tyler Technologies , Inc.
 CIK 0000860731

Dear Brian  Miller :

 We note the statement you issued on April 17, 2024 , regarding a cybersecurity incident that
impacted STAR system client data.  Please advise us what consideration you gave to reporting this
incident as a material cybersecurity incident under Item 1.05 of Form 8 -K.
 You may contact S uzanne Hayes at (202) 551 -3675 or James Lopez at (202) 551 -3536 with any
questions.
Sincerely,
Division of Corporation Finance

CORRESP
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Document

April 25, 2024

VIA EDGAR

United States Securities and Exchange Commission
Washington, D.C. 20549
Attention:  Suzanne Hayes and James Lopez

RE:     Tyler Technologies, Inc. (the “Company”) CIK 0000860731

Ladies and Gentlemen:

Per your instructions received on April 24, 2024, after we returned our written response to your information request, we are also filing that response via Edgar. Please see the enclosed copy.

Sincerely,

Brian Miller
Chief Financial Officer

Enclosure

April 24, 2024

United States Securities and Exchange Commission
Washington, D.C. 20549
Attention:  Suzanne Hayes and James Lopez

RE:     Tyler Technologies, Inc. (the “Company”) CIK 0000860731

Ladies and Gentlemen:

Thank you for your letter dated April 22, 2024, regarding a cybersecurity incident that impacted STAR system client data (the “Cybersecurity Incident”).

We investigated the Cybersecurity Incident with the help of an external forensic team and other third-party advisors.  Consistent with our established processes for such incidents, we also engaged high-level Company executives, including our Chief Legal Officer (“CLO”), Chief Financial Officer (“CFO”), and Chief Information Security Officer (“CISO”). The CLO, CFO, CISO and other leaders immediately began meeting, and met on a daily basis thereafter, to assess the Cybersecurity Incident’s impact on the Company and evaluate the Company’s related legal obligations, including our reporting obligations under the SEC’s Rule on Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure.  The chair of the Audit Committee of the Board of Directors1 and our Chief Executive Officer were, and have remained, routinely briefed on the Cybersecurity Incident and potential risks and legal obligations arising therefrom.

Consistent with our reporting obligations and our disclosures to investors,2 we endeavored to take into consideration all relevant facts and circumstances when evaluating our reporting obligations, including quantitative and qualitative factors.  We continuously re-evaluated our conclusions as new information concerning the incident became available to us.  Among other things, we considered both the immediate impacts and any longer-term effects the Cybersecurity Incident could reasonably be expected to have on our operations, finances, brand perception, and customer relationships.

1 Tyler’s Audit Committee is charged with oversight of the Company’s information security risk management.

2 Tyler Technologies, Inc., Annual Report (Form 10-K) (Feb. 21, 2024) at 23, available at https://www.sec.gov/ix?doc=/Archives/edgar/data/860731/000086073124000006/tyl-20231231.htm.

At every turn, we concluded the Cybersecurity Incident was not material to the Company because: (i) there was not a substantial likelihood that a reasonable shareholder would consider the Cybersecurity Incident important in making an investment decision; and (ii) notification of the Cybersecurity Incident would not have significantly altered the “total mix” of information made available.  As such, we did not report the Cybersecurity Incident under Item 1.05 of Form 8-K.

While we remain confident the Cybersecurity Incident was not and is not material to the Company, we will of course re-evaluate that conclusion if new information concerning the Cybersecurity Incident becomes available to us.  We take this incident and our obligations under applicable securities laws very seriously.

Please let me know if you have any additional questions.

Sincerely,

Brian Miller
Chief Financial Officer

Cc: Abigail Diaz, Chief Legal Officer

United States securities and exchange commission logo
September 18, 2023
Brian Miller
Chief Financial Officer
Tyler Technologies, Inc.
5101 Tennyson Parkway
Plano, TX 75024
Re:Tyler Technologies, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 22, 2023
File No. 001-10485
Dear Brian Miller:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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Document

September 13, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, DC 20549

Attention: Ms. Melissa Kindelan

Senior Staff Accountant

Ms. Christine Dietz

Senior Staff Accountant

Re: Tyler Technologies, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2022

Filed February 22, 2023

File No. 001-10485

Dear Ms. Kindelan,

This letter is provided in response to the Staff’s comment letter dated August 31, 2023, addressed to Mr. Brian K. Miller, Executive Vice President and Chief Financial Officer of Tyler Technologies, Inc. (the “Company”). We have restated each of the Staff’s comments and the Company’s response follows each comment.

Form 10-K for the Fiscal Year Ended December 31, 2022

Management's Discussion and Analysis of Financial Condition and Results of Operations 2022 Compared to 2021, page 32

1.We note your presentation of several non-GAAP measures including revenue and gross margin excluding acquisitions, gross margin excluding the impact of amortization of acquired software and income tax provisions and effective tax rate excluding various items; however, you have not provided the disclosures required disclosures by Item 10(e)(1)(i) of Regulation S-K nor have you labelled these items as non-GAAP. Please revise to provide the required disclosures or alternatively incorporate the quantitative impact of these items in your discussion of the changes in the respective line items.

Page 1 of 6

Company Response:

The Company acknowledges the Staff’s comment that several non-GAAP measures, including revenue and gross margin excluding acquisitions, gross margin excluding the impact of amortization of acquired software and income tax provisions and effective tax rate excluding various items, should be identified as non-GAAP measures and reconciled to the most directly comparable GAAP measure with equal or greater prominence. In future filings, we will revise the relevant Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosures as follows:

We will discontinue the presentation of the line item captions “Less revenue from recent acquisitions” and “Total revenue excluding acquisitions,” and therefore only reflect total GAAP revenues for the relevant tables for each revenue type.  We also acknowledge the Staff’s comment to incorporate the quantitative impact of these items in our discussion on changes and we will update the written text to focus our discussion on changes including the dollar impact of recent acquisitions for each revenue category, and provide further explanations of changes compared to the same prior year period.

In addition, we will discontinue the presentation of the table labeled “Gross margin by revenue type, excluding the incremental impact of recent acquisitions.” We also will update the written text to focus our discussion on changes including the dollar impact of recent acquisitions for each gross margin percentage by revenue category, and provide further explanations of changes compared to the same prior year period.

For disclosures related to amortization of acquired software, income tax provision, and effective tax rate excluding various items, the written text below the relevant tables will include discussion of the total GAAP changes for the period and such measures will be identified as non-GAAP measures and reconciled to the most directly comparable GAAP measure with equal or greater prominence.

Page 2 of 6

Revenues, page 33

2.We note your presentation of several revenue line items excluding acquisitions. We also note the footnotes indicate that the amounts exclude the "incremental impact as a result of not having the recent acquisition for a full fiscal year." Please explain to us how the 2022 adjustments were calculated and explain why the 2021 revenue amounts are not adjusted considering that there was a significant acquisition in 2021. In this regard, the total subscription revenue excluding acquisitions for 2021 is presented as $784,435; however, based on the preceding table that amount includes $368,917 in revenue from acquisitions in that year.

Company Response:

The Company acknowledges the Staff comment and respectfully explains that in our December 31, 2022, Form 10-K, we reflected the 2022 impact of recent acquisitions in a tabular format for revenue and gross margin explanations in order to explain the changes in each category on an “organic basis” (i.e., excluding “incremental impact as a result of not having the recent acquisition for a full fiscal year”) versus on a non-organic basis. When deriving amounts on an “organic basis,” we adjusted for the incremental amounts impacting the current period to be comparable with the base-level prior period.  The incremental amounts were calculated for the periods that were not included in the prior year. For example, NIC was acquired on April 21, 2021, with approximately eight months of revenues included in the fiscal period 2021 and 12 months of revenues included in the fiscal period 2022. Therefore, the incremental amounts adjusted for in fiscal 2022 were approximately 4 months (i.e., revenue for the period January 1, 2022 - April 21, 2022) in order to be comparable with the base level of eight months of revenue included in fiscal 2021 (i.e., revenue for the period April 21, 2021 – December 31, 2021). No adjustments were reflected in the tables for 2021 because fiscal 2021 is the base-level period.

We acknowledge the Staff’s comment and in future filings we will discontinue the presentation of the line item captions “Less revenue from recent acquisitions” and “Total revenue excluding acquisitions,” and therefore only reflect total GAAP revenues for the relevant tables for each revenue type. We also will update the written text to focus our discussion on changes including the dollar impact of recent acquisitions for each revenue category, and provide further explanations of changes on an organic basis as  compared to the same prior year period.

Page 3 of 6

Annualized Recurring Revenues, page 34

3.We note this measure is calculated based on quarter-end total recurring revenue multiplied by four and that recurring revenue includes transaction-based revenue. However, it is not clear how you consider transaction-based revenue to be recurring as it would appear amounts could change period to period as a result of volume fluctuations and seasonality. In this regard, you indicated in your earnings call for the six months ended June 30, 2023, that transaction revenues are typically the highest in the second quarter coinciding with peak outdoor seasons and tax deadlines and at a seasonal low in the fourth quarter with fewer business days and less activity around the holidays. Please revise to disclose how you account for transaction-based revenue in the measure, noting estimates and assumptions used and the limitations that result, as well as how volatile amounts may be period to period and the impact of seasonality. Further, revise to disclose whether ARR is indicative of future revenue and if not, how it may differ. Also, revise to disclose why ARR is useful to investors and indicate how management uses ARR in managing or monitoring company performance. Refer to Release No. 33-10751.

Company Response:

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company’s ARR is based on actual quarter-to-date revenues generated and reported in our statement of operations and related disaggregated revenue disclosure. The Company’s ARR does not include additional assumptions or estimates for the base revenues used in the calculation. The Company’s clients are government agencies who, among other sources, rely on collecting transaction-based fees from citizens to fund their operations. For planning purposes, our clients consider these fees recurring, with some seasonality. Because a portion of our revenues are generated from these fees, the Company also considers them to be recurring, with some seasonality, and prices them accordingly.

In future filings, we will revise our ARR disclosures to include the following:

“Annualized recurring revenues (ARR) are calculated by annualizing the current quarter's recurring revenues from maintenance and subscriptions as reported in our statement of operations. Management believes ARR is an important measure of the value of our existing client base, as well as a measure of the effectiveness of the strategies we deploy to drive revenue growth over time. ARR is a useful metric monitored by our peers and investors in the technology industry, which we believe offers insight to the stability of our maintenance and subscription revenues to be recognized within the year, which are considered recurring in nature, with some seasonality.

Page 4 of 6

Subscriptions revenue primarily consists of revenues derived from our SaaS arrangements and transaction-based fees, which relate to digital government services, e-filing transactions, and payment processing. These revenues are considered recurring because revenues from these sources are expected to re-occur in similar annual amounts for the term of our relationship with the client. Transaction-based fees are generally the result of multi-year contracts with our clients that result in fees generated by payment transactions and digital government services and are collected on a recurring basis during the contract term. Transaction-based fees have historically been the highest in the second quarter, which coincides with peak outdoor seasons and tax deadlines of our clients, and lowest in the fourth quarter due to fewer business days and fewer transactions around holidays. Because ARR is an annualized revenue amount, the metric can fluctuate from quarter to quarter due to this seasonality.”

Consolidated Financial Statements

Note (1) Summary of Significant Accounting Policies Goodwill, page F-16

4.You disclose here and on page 30 that you "performed qualitative assessments for the remaining reporting units in which we determined that it [was] not more likely than not that the fair value exceeded the carrying value...". This appears to suggest that the carrying value of these reporting units could exceed the fair value, and does not appear to be consistent with the rest of the sentence, which indicates you did not perform a Step1 quantitative impairment test. We also note that you disclose that you performed qualitive assessments for certain recently acquired reporting units; however, the audit report indicates that quantitative assessments were performed. Please revise to address these inconsistencies.

Company Response:

The Company respectfully acknowledges the Staff’s comment and advises that for future filings, we will revise our disclosure as follows:

“During the fourth quarter, as part of our annual impairment test as of October 1, we performed qualitative assessments for all reporting units except for reporting units containing recent acquisitions. As a result of these qualitative assessments, we determined that it was more likely than not that the fair value exceeded the carrying value; therefore, we did not perform a Step 1 quantitative impairment test.

We performed quantitative assessments for the reporting units containing the recently acquired data and insights, digital government and payments solutions, and development platform solutions, and concluded no impairment existed as of our annual assessment date. Approximately $1.7 billion, or 70%, of total goodwill as of December 31, 2022, related to these reporting units, which, as a result of the recency of these acquisitions, do not have significant excess fair values over carrying values. Our annual goodwill impairment analysis did not result in an impairment charge. During 2022, we recorded no impairment to goodwill because no triggering events or change in circumstances indicating a potential impairment had occurred as of period-end.”

Page 5 of 6

We acknowledge that the Company is responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff.  If you have any questions or require any additional information with respect to the foregoing, please contact me via email at brian.miller@tylertech.com or by telephone at (972) 713-3720. My fax number is (972) 713-3741.

Very truly yours,

/s/ Brian K. Miller

Brian K. Miller

Executive Vice President and

Chief Financial Officer

Page 6 of 6

United States securities and exchange commission logo
August 31, 2023
Brian Miller
Chief Financial Officer
Tyler Technologies, Inc.
5101 Tennyson Parkway
Plano, TX 75024
Re:Tyler Technologies, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 22, 2023
File No. 001-10485
Dear Brian Miller:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
2022 Compared to 2021, page 32
1.We note your presentation of several non-GAAP measures including revenue and gross
margin excluding acquisitions, gross margin excluding the impact of amortization of
acquired software and income tax provisions and effective tax rate excluding various
items; however, you have not provided the disclosures required disclosures by Item
10(e)(1)(i) of Regulation S-K nor have you labelled these items as non-GAAP.  Please
revise to provide the required disclosures or alternatively incorporate the quantitative
impact of these items in your discussion of the changes in the respective line items.
Revenues, page 33
2.We note your presentation of several revenue line items excluding acquisitions.  We also
note the footnotes indicate that the amounts exclude the "incremental impact as a result of

 FirstName LastNameBrian Miller
 Comapany NameTyler Technologies, Inc.
 August 31, 2023 Page 2
 FirstName LastName
Brian Miller
Tyler Technologies, Inc.
August 31, 2023
Page 2
not having the recent acquisition for a full fiscal year."  Please explain to us how the 2022
adjustments were calculated and explain why the 2021 revenue amounts are not
adjusted considering that there was a significant acquisition in 2021.  In this regard, the
total subscription revenue excluding acquisitions for 2021 is presented as $784,435;
however, based on the preceding table that amount includes $368,917 in revenue from
acquisitions in that year.
Annualized Recurring Revenues, page 34
3.We note this measure is calculated based on quarter-end total recurring revenue multiplied
by four and that recurring revenue includes transaction-based revenue.  However, it is not
clear how you consider transaction-based revenue to be recurring as it would appear
amounts could change period to period as a result of volume fluctuations and seasonality.
In this regard, you indicated in your earnings call for the six months ended June 30, 2023
that transaction revenues are typically the highest in the second quarter coinciding with
peak outdoor seasons and tax deadlines and at a seasonal low in the fourth quarter with
fewer business days and less activity around the holidays.  Please revise to disclose how
you account for transaction-based revenue in the measure, noting estimates and
assumptions used and the limitations that result, as well as how volatile amounts may be
period to period and the impact of seasonality.  Further, revise to disclose whether ARR is
indicative of future revenue and if not, how it may differ.  Also, revise to disclose why
ARR is useful to investors and indicate how management uses ARR in managing or
monitoring company performance.  Refer to Release No. 33-10751.
Consolidated Financial Statements
Note (1) Summary of Significant Accounting Policies
Goodwill, page F-16
4.You disclose here and on page 30 that you "performed qualitative assessments for the
remaining reporting units in which we determined that it [was] not more likely than not
that the fair value exceeded the carrying value...".  This appears to suggest that the
carrying value of these reporting units could exceed the fair value, and does not appear to
be consistent with the rest of the sentence, which indicates you did not perform a Step
1 quantitative impairment test.  We also note that you disclose that you
performed qualitive assessments for certain recently acquired reporting units; however the
audit report indicates that quantitative assessments were performed.  Please revise to
address these inconsistencies.

 FirstName LastNameBrian Miller
 Comapany NameTyler Technologies, Inc.
 August 31, 2023 Page 3
 FirstName LastName
Brian Miller
Tyler Technologies, Inc.
August 31, 2023
Page 3
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Melissa Kindelan, Senior Staff Accountant, at (202) 551-3564 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

October 2, 2018
Brian K. Miller
Executive Vice President and Chief Financial Officer
Tyler Technologies, Inc.
5101 Tennyson Parkway
Plano, TX 75024
Re:Tyler Technologies, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed February 21, 2018
Form 10-Q for the Quarterly Period Ended June 30, 2018
Filed August 1, 2018
File No. 001-10485
Dear Mr. Miller:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

CORRESP
1
filename1.htm

		Document

September 26, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:

 Mr. Frank Knapp

Staff Accountant

           Re:

 Tyler Technologies, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2017

Filed February 21, 2018

Form 10-Q for the Quarterly Period Ended June 30, 2018

Filed August 1, 2018

File No. 001-10485

Dear Mr. Knapp,

This letter is provided in response to the Staff’s comment letter dated September 17, 2018 addressed to Mr. Brian K. Miller, Executive Vice President and Chief Financial Officer of Tyler Technologies, Inc. (the “Company”). We have restated each of the Staff’s comments and the Company’s response follows each comment.

Page 1 of 5

Form 10-Q for the Quarterly Period Ended June 30, 2018

Note 2. Accounting Standards and Significant Accounting Polices

Revenue Recognition

Software Licenses and Royalties, page 6

1.

 Your disclosures appear to indicate that royalty revenue is not recognized until you receive notice of amounts earned which is in the quarter subsequent to the quarter the royalty is actually earned. Please tell us how this complies with ASC 606-10-55-65. However, we also note that the disclosure on page 7 of your Form 10-Q for the quarterly period ended March 31, 2018, indicates that royalties are recognized on an estimated basis in the period earned and are then trued up when you receive notice of amounts earned.

Please reconcile these disclosures and tell us whether there has been a change in accounting for royalties.

Company Response:

We recognize sales-based royalties of our functional software licenses when the subsequent sale occurs consistent with ASC 606-10-55-65. Our policy for sales-based royalties changed with the adoption of ASC 606 as we recognized sales-based royalties on a lag (i.e when the royalty report was subsequently received) under ASC 605. A portion of our royalty revenue recognition disclosure was inadvertently deleted in the Form 10-Q for the quarter ended June 30, 2018, and will be adjusted as noted below.  It should also be noted that as a percentage of total revenues, royalties are not material, representing 0.4 percent of total revenues in the first quarter of 2018 and 0.5 percent of total revenues in the second quarter of 2018.  Therefore, the impact of any true-up in estimating our royalty revenue recognition is not significant to the financial statements.  For future filings, we will revise our disclosure to reflect what was previously disclosed in our March 31, 2018, Form 10-Q, to read as follows:

"We recognize royalty revenue when the sale occurs under the terms of our third-party royalty arrangements. Currently, our third-party royalties are recognized on an estimated basis and are trued up when we receive notice of amounts we are entitled to receive. Typically, we receive notice of royalty revenues we are entitled to and billed on a quarterly basis in the quarter immediately following the royalty reporting period."

Page 2 of 5

Subscription-Based Services, page 7

2.

 You disclose that software and software services that are contingent on the transfer
of other performance obligations are recognized ratably. Please tell us what these contingent performance obligations are and how they impact your revenue recognition. Refer to the authoritative guidance you relied upon.

Company Response:

For certain subscription contracts that are SaaS arrangements, the promise to provide services is not separately identifiable from other promises in the contract as contemplated by paragraph 606-10-25-19(b).  In these instances, the services are not recognized separately.  We do not have SaaS arrangements with contingent revenue features.  Our disclosure, while relaying the basic principle that the performance obligations could not be recognized separately due to not being distinct, also inadvertently included the phrase “contingent on the transfer of other performance obligations” which in this context is a concept associated with the previous standard of ASC 985-605 regarding revenue recognized for a bundle of services. We will revise our disclosure in future filings as we do not consider contingent features of a contract when determining whether promises are distinct. We apply the accounting guidance in ASC 606-10-25-19 through 25-22, and related implementation guidance. For future filings, we will revise the portion of the disclosure that refers to contingent revenue to read as follows:

“For software services associated with certain SaaS arrangements, we have concluded that the services are not distinct, and we recognize the revenue ratably over the remaining contractual period once we have provided the customer access to the software.”

Deferred Commissions, page 10

3.

 Please tell us, and revise to clarify, whether sales commissions paid upon contract renewal are commensurate with the initial commissions and disclose how commissions paid for renewals are considered in the three to seven-year period of benefit for the initial commission. You also disclose that renewals are amortized over the “remaining period of benefit.” Please tell us whether the period of benefit for these commissions exceeds the term of the respective customer contract and if so, explain what the remaining period of benefit represents and how your policy complies with ASC 340-40-35-1. Also refer to ASC 340-40-50-2(b).

Page 3 of 5

Company Response:

Sales commissions for renewal contracts are generally not paid in connection with the renewal of a contract.  In the small number of instances where a commission is paid on renewal, it is not commensurate with the commission paid on the initial sale and is recognized over the term of renewal, which is generally one year.

To address your comment, in future filings, we will revise the disclosure to read as follows:

“Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial contracts are deferred and then amortized on a straight-line basis over a period of benefit that we have determined to be three to seven years. We utilized the 'portfolio approach' practical expedient in ASC 606-10-10-4, which allows entities to apply the guidance to a portfolio of contracts with similar characteristics because the effects on the financial statements of this approach would not differ materially from applying the guidance to individual contracts. Using the 'portfolio approach', we determined the period of benefit by taking into consideration our customer contracts, our technology life-cycle and other factors. Sales commissions for renewal contracts are generally not paid in connection with the renewal of a contract.  In the small number of instances where a commission is paid on renewal, it is not commensurate with the commission paid on the initial sale and is recognized over the term of renewal, which is generally one year. Amortization expense related to deferred commissions is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of income. Refer to Note 5 - Deferred Commissions for further information.”

Additionally, the Company acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in its filing;

•

 Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Page 4 of 5

If you have any questions or require any additional information with respect to the foregoing, please contact me via email at brian.miller@tylertech.com or by telephone at (972) 713-3720. My fax number is (972) 713-3741.

Very truly yours,

/s/ Brian K. Miller

Brian K. Miller

Executive Vice President and

Chief Financial Officer

Page 5 of 5

September 17, 2018
Brian K. Miller
Executive Vice President and Chief Financial Officer
Tyler Technologies, Inc.
5101 Tennyson Parkway
Plano, TX 75024
Re:Tyler Technologies, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed February 21, 2018
Form 10-Q for the Quarterly Period Ended June 30, 2018
Filed August 1, 2018
File No. 001-10485
Dear Mr. Miller:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Quarterly Period Ended June 30, 2018
Note 2. Accounting Standards and Significant Accounting Policies
Revenue Recognition
Software Licenses and Royalties, page 6
1.Your disclosures appear to indicate that royalty revenue is not recognized until you
receive notice of amounts earned which is in the quarter subsequent to the quarter the
royalty is actually earned.  Please tell us how this complies with ASC 606-10-55-65.
However, we also note that the disclosure on page 7 of your Form 10-Q for the quarterly
period ended March 31, 2018 indicates that royalties are recognized on an estimated basis
in the period earned and are then trued up when you receive notice of amounts earned.

 FirstName LastNameBrian K. Miller
 Comapany NameTyler Technologies, Inc.
 September 17, 2018 Page 2
 FirstName LastName
Brian K. Miller
Tyler Technologies, Inc.
September 17, 2018
Page 2
Please reconcile these disclosures and tell us whether there has been a change in
accounting for royalties.
Subscription-Based Services , page 7
2.You disclose that software and software services that are contingent on the transfer
of other performance obligations are recognized ratably.  Please tell us what these
contingent performance obligations are and how they impact your revenue recognition.
Refer to the authoritative guidance you relied upon.
Deferred Commissions, page 10
3.Please tell us, and revise to clarify, whether sales commissions paid upon contract renewal
are commensurate with the initial commissions and disclose how commissions paid for
renewals are considered in the three to seven year period of benefit for the initial
commission.  You also disclose that renewals are amortized over the “remaining period of
benefit.”  Please tell us whether the period of benefit for these commissions exceeds the
term of the respective customer contract and if so, explain what the remaining period of
benefit represents and how your policy complies with ASC 340-40-35-1.  Also refer to
ASC 340-40-50-2(b).
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Frank Knapp, Staff Accountant at (202) 551- 3805 or  Christine Dietz,
Assistant Chief Accountant at (202) 551-3408 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

October 16, 2012

Via Facsimile
Mr. Brian K. Miller
Chief Financial  Officer
Tyler Technologies, Inc.
5949 Sherry Lane, Suite 1400
Dallas , Texas 75225

Re: Tyler Technologies, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 23, 2012
File No. 001 -10485

Dear Mr. Miller :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the Un ited States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence Letter

 September 17, 2012

 VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

Attention:

Mr. Patrick Gilmore

Accounting Branch Chief

Re:
Tyler Technologies, Inc. (the “Company”)

 Form 10-K for the Year Ended December 31, 2011

 Filed
February 23, 2012

 File No. 001-10485

 Dear Mr. Gilmore:

 This letter is provided in response to the Staff’s comment letter
dated September 6, 2012 addressed to Mr. Brian K. Miller, Chief Financial Officer and Executive Vice President of Tyler Technologies, Inc. (the “Company”). We have restated each of the Staff’s comments and the Company’s
response follows each comment.

 Form 10-K for the Fiscal Year Ended December 31, 2011

Note 1 – Summary of Significant Accounting Policies

 Revenue Recognition

 Subscription-Based Services, page F-9

1.
We note your response to prior comment 3 indicates that you have established vendor-specific objective evidence (VSOE) of fair value for professional services related
to ASP and other hosting arrangements based upon the prices you charge when those services are sold separately. Please describe, in detail, your methodology for establishing VSOE of fair value for your professional services including the volume and
range of standalone sales used to establish VSOE of fair value and your accounting treatment of outliers.

 Page 1 of 4

 Company response:

 For professional services, including software services, provided in connection with both software license and ASP/hosting arrangements, we establish vendor specific objective evidence of fair value (VSOE)
for such services based upon prices we charge when those services are sold separately. Services provided primarily relate to training, implementation, consulting, project management and data conversion. When sold separately, such services are
predominantly charged to customers at undiscounted price list rates, on a time and materials basis (e.g., hourly or daily rates). Accordingly, there is limited volatility in contractually stated time-and-material rates included in our arrangements
for service projects sold on a stand-alone basis.

 We update our analysis of VSOE service rates at least annually. In total,
we perform a separate VSOE analysis for more than 15 different service offerings. As part of our analysis, we identify the population of stand-alone sales for our service offerings and select an unbiased sample of service transactions to compute a
range of prices charged on a time-and-materials basis. We do not judgmentally exclude “outlier” transactions from the population when selecting our sample of service transactions. We determine that the population of stand-alone
transactions (using a trailing twelve-month period) is of sufficient size for purposes of performing our VSOE analysis. We also determine that our sample size is adequate and generally includes at least 25 sample transactions for each service
offering.

 We perform this analysis to verify that the time-and-material rates we charge for stand-alone service transactions
are within a reasonably narrow range. Typically, we determine that a reasonably narrow range exists if our analysis demonstrates that 80% or more of stand-alone transactions are priced within a range of +/- 15% of the midpoint of the range. We
determine that the VSOE rate we have established for all of our service offerings falls within this reasonably narrow range. We believe our methodology provides sufficient evidence to support the existence of VSOE of fair value for each of our
service offerings.

2.
Similarly, we note on page F-8 that you establish VSOE of fair value for your software services based upon separate selling price and you establish VSOE of fair value
for PCS using renewal rates. Please describe, in detail, your methodology for establishing VSOE of fair value for your software services including the volume and range of standalone sales used to establish VSOE of fair value and your accounting
treatment for outliers. Further, with respect to VSOE of fair value for PCS, provide the range of renewal rates and tell us the percentage of your customers that actually renew at such rates.

 Page 2 of 4

 Company response:

 With respect to professional services, please refer to the response to Comment 1 above.

 With respect to PCS for our various software products, we apply the Bell-Shaped Curve approach to assess VSOE of fair value. Similar to the process for services described above, we update our analysis of
VSOE PCS rates for our products at least annually. As part of our analysis, we identify the population of PCS renewals and select an unbiased sample to compute a range of renewal rates. We do not judgmentally exclude “outlier” transactions
from the population when selecting our sample of renewals. We determine that the population of renewals (using a trailing twelve-month period) is of sufficient size for purposes of performing our VSOE analysis. We also determine that our sample size
is adequate and includes at least 25 sample transactions for each PCS offering.

 Our PCS terms are typically twelve months in
duration. Tyler rarely discounts PCS in the initial arrangement, or for renewals, and substantially all of our customers renew at the rates stated in our arrangements. We perform our VSOE analysis to verify that the PCS renewal rates are within a
reasonably narrow range. Our VSOE PCS rates are generally priced as a percentage of the software license fee or at our list price. Typically, we determine that a reasonably narrow range exists if our analysis demonstrates that 80% of more of
renewals are priced within a range of +/- 15% of the midpoint of the range of renewals. We determine that the VSOE PCS rate we have established for our PCS categories falls within this reasonably narrow range. We believe our methodology provides
sufficient evidence to support the existence of VSOE of fair value for our PCS offerings.

 For multiple element software
arrangements where a PCS renewal rate has a contractually stated price that is different from the VSOE rate, we allocate the initial arrangement consideration to the PCS element using the VSOE rate and apply the residual method to the arrangement.
In some instances, the contractually stated PCS renewal rate may be higher than the VSOE rate. In these instances, we allocate consideration to PCS using the contractually stated rate for purposes of accounting for multiple element arrangements.

 Page 3 of 4

 If you have any questions or require any additional information with respect to the foregoing, please
contact me at (972) 713-3720. My fax number is (972) 713-3741.

Very truly yours,

 /s/ Brian K. Miller

 Brian K. Miller

 Executive Vice President and

 Chief Financial Officer

 Page 4 of 4

September 6, 2012

Via Facsimile
Mr. Brian K. Miller
Chief Financial  Officer
Tyler Technologies, Inc.
5949 Sherry Lane, Suite 1400
Dallas , Texas 75225

Re: Tyler Technologies, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 23, 2012
File No. 001 -10485

Dear Mr. Miller :

We have reviewed your letter dated August 6, 2012  in connection with the above -
referenced filing an d have the following comments.  In some of our comments , we may ask you
to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when  you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have  additional comments.   Unless otherwise noted , where
prior comments are referred to they refer to our letter dated July 24, 2012 .

Form 10 -K for the Fiscal Year Ended December 31, 2011

Note 1 – Summary of Significant Accounting Policies

Revenue Recognition

Subscription -Based Services, page F -9

1. We note your response to prior comment 3 indicates that you have established vendor -
specific objective evidence (VSOE) of fair value for profes sional services related to ASP
and other hosting arrangements based upon the prices you charge when those services are
sold separately.  Please describe, in detail, your methodology for establishing VSOE of

Mr. Brian K. Miller
Tyler Technologies, Inc.
September 6, 2012
Page 2

 fair value for your professional services includi ng the volume and range of standalone
sales used to establish VSOE  of fair value and your accounting treatment for outliers.

2. Similarly, we note on page F -8 that you establish VSOE of fair value for your software
services based upon separate selling pric e and you establish VSOE of fair value for PCS
using renewal rates.  Please describe, in detail, your methodology for establishing VSOE
of fair value for  your software services including  the volume and range of standalone
sales used to establish VSOE  of fair value and your accounting treatment for outliers.
Further, with respect to VSOE of fair value for PCS, provide the range of  renewal rates
and tell us the percentage of your customers that actually renew at such rates .

You may contact Jaime John at (202) 551 -3446 if you have questions regarding
comments on the financial statements and re lated matters.  Please contact me at (202) 551 -3406
with any other questions.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

CORRESP
1
filename1.htm

Response Letter

 August 6, 2012

 VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

Attention:

Mr. Patrick Gilmore

Accounting Branch Chief

        Re:

Tyler Technologies, Inc. (the “Company”)

Form 10-K for the Year Ended December 31, 2011

Filed February 23, 2012

Form 10-Q for the Quarterly Period Ended March 31, 2012

Filed April 26, 2012

    File No. 001-10485

 Dear Mr. Gilmore:

 This letter is provided in response to the Staff’s comment letter dated July 24, 2012 addressed to Mr. John S. Marr, Chief Executive Officer and President of Tyler Technologies, Inc.
(the “Company”). We have restated each of the Staff’s comments and the Company’s response follows each comment.

 Form
10-K for the Fiscal Year Ended December 31, 2011

 Note 1 – Summary of Significant Accounting Policies

Revenue Recognition

Subscription-Based Services, page F-9

1.
We note your disclosure on page 6 that you provide professional services including installation and data conversion services. We further note if you determine that you
do not have stand-alone value for professional services associated with ASP and hosting

 Page 1 of 5

arrangements, you recognize the services revenue ratably over the remaining contractual period. Please tell us your basis for recognizing these upfront fees over the contractual period rather
than over the estimated customer life based on the guidance in footnote 39 of SAB Topic 13A.3.f.

 Company response:

 We have considered the guidance in SAB Topic 13A.3.f, “Nonrefundable up-front fees.” We believe this guidance is
generally not applicable to our current subscription arrangements as we do not have arrangements where up-front fees are collected for professional services that do not have stand-alone value. The professional services we typically provide in
connection with our ASP and hosting arrangements have stand-alone value, for the reasons discussed in our response to question 2 below.

 For certain subscription arrangements, however, we do not charge for professional services or otherwise do not have a right to bill and collect for such services separately from our subscription billings.
The realization of revenue is contingent upon the delivery of the ongoing subscription service, which is billed ratably over the contractual term (typically a period of three to six years). As such, we recognize revenue ratably over the contract
term. We will clarify the disclosure with respect to services that are contingent on the delivery of other elements in future filings as shown below:

 “For professional services associated with ASP and hosting arrangements that are contingent on the delivery of other elements (e.g., hosting), we recognize the services revenue ratably over the
remaining contractual period, once hosting has gone live and we may begin billing for the hosting services.”

2.
Additionally, please describe your accounting policy when you conclude that you do have stand-alone value for professional services associated with ASP and hosting
arrangements, including how you determined that stand-alone value exists.

 Company response:

On page F-10, we disclose the following:

 “For ASP and other hosting arrangements that do not meet the criteria for recognition under ASC 985-605, we account for the elements under ASC 605-25, Multiple Element Arrangements using all
applicable facts and circumstances including whether (i) the element has stand-alone value, (ii) there is a general right of return and (iii) the revenue is contingent

 Page 2 of 5

on delivery of other elements.” If professional services meet these criteria, we allocate arrangement consideration to the professional services element using the approach described in the
response to question 3 below, unless the allocation is limited based on the billing terms of the arrangement, as discussed in the response to question 1. Revenue is then recognized for professional services as the services are performed.

In determining whether the services have stand alone value, ASC 605-25-25-5(a) states that a delivered item has stand-alone value to the
customer when either 1) any vendor sells that item separately or 2) the customer could resell that item on a stand-alone basis. We use the first criterion to establish stand-alone value for certain professional services pertaining to our ASP and
other hosting arrangements. We assess whether Tyler or any other market vendor can sell these services (or similar services) on a stand-alone basis. Generally, the professional services that we deliver to customers are not unique to Tyler, as the
same or similar services are provided by a third party, or are also sold by Tyler on a stand-alone basis. Tyler sells data conversion services and training services on a stand-alone basis and third parties also provide these services for our
products. For example, an existing customer may separately purchase additional training time for new employees or request additional data conversion services from Tyler. Also, for certain arrangements, we utilize third party vendors to perform data
conversion services when implementing Tyler software. In addition, our hosted solutions can be installed and provided by third party vendors. We also have customers who perform their own training to employees using Tyler software.

3.
Finally, we note that you allocate revenue to each qualifying separate element based upon vendor-specific objective evidence (VSOE), third party evidence (TPE) or
estimated selling price (ESP). Please tell us which method is used for your various applicable products and services and describe how you calculate VSOE, TPE and ESP.

 Company response:

 For ASP and other hosting arrangements which do not meet
the criteria for recognition under ASC 985-605, Software Revenue Recognition, we allocate the total consideration to the elements contained in the arrangement using the “relative selling price method” described in ASC 605-25,
Multiple-Element Arrangements. For our professional services related to ASP and other hosting arrangements that we have determined have stand-alone value, we have established VSOE of fair value based on the prices we charge our customers when those
services are sold separately. For our ASP and other hosting services, we currently use ESP to allocate revenue. Although third party vendors can and do provide similar ASP and hosting arrangements in the marketplace, we do have not sufficient
relevant pricing data from such third-party vendors for purposes of establishing TPE in order to allocate revenue in our arrangements. For ESP, we estimate selling prices at what we believe the ASP and other hosting services would be sold for
regularly on a stand-alone basis. In establishing ESP, we consider market conditions and factors specific to Tyler such as market trends, Tyler’s position in the market, internal pricing practices and objectives, size and structure of the
transaction, and our profit objectives.

 Page 3 of 5

 Note 10 – Share-Based Compensation

 Determining Fair Value of Stock Compensation, page F-21

4.
We note that the simplified method is used to estimate the expected term of your stock options. Considering the extent of your exercise activity, please clarify why you
continue to believe that it is appropriate to use the simplified method rather than using historical information. Refer to Question 6 of SAB Topic 14.D.2

 Company response:

 Prior to 2007, we did not grant
stock options on a regular schedule and the grants were issued to a limited number of employees. In 2007 we began a formal program of granting options on a semi-annual basis every
June 15th and December 15th to a consistent group of employees. Stock options granted between
2007 and 2009 vest 20% a year over a period of 5 years. In 2010 the Compensation Committee extended the vesting period (for new grants) to emphasize the long-term nature of stock options as compensation. Stock options granted beginning in 2010
typically vest 25% per year on the third through the sixth anniversary date of grant.

 We used the simplified method to
estimate the expected life of stock options initially due to the limited history of the formal stock option plan implemented in 2007 and continued using the simplified method as a result of the adjustment to extend the vesting terms in 2010.
Further, in the last two years our stock price has increased significantly and as a result stock option exercises have increased during that period. Due to the above factors, we currently do not believe historical exercise information is an
appropriate basis to estimate the expected term for our stock option grants. We plan to continue to use the simplified method to determine expected term until we have more exercise history, particularly with respect to exercise patterns following
the change in the vesting terms implemented in 2010.

 Form 10-Q for the Quarterly Period Ended March 31, 2012

Condensed Statements of Comprehensive Income, page 2

5.
We note that historically comprehensive income has differed from net income due to unrealized gains and losses on investment securities. Please explain why
comprehensive income for the three months ended March 31, 2012 and 2011 was equal to net income during those periods.

 Page 4 of 5

 Company response:

 We did not record any unrealized gain or loss on our investments available-for-sale for the three months ended March 31, 2011 or March 31, 2012. Thus comprehensive income was the same as net
income for both periods. For both periods, our estimates of fair value indicated unrealized gains on our investments available-for-sale which were clearly immaterial. In the future, we will include any unrealized gains or losses related to our
investments available-for-sale in comprehensive income.

 Additionally, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in its filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 If you have any questions or require any additional information with respect to the foregoing, please
contact me at (972) 713-3720. My fax number is (972) 713-3741.

 Very truly yours,

/s/ Brian K.
Miller

Brian K. Miller

 Executive Vice President and

 Chief Financial Officer

 Page 5 of 5

July 24, 2012

Via Facsimile
Mr. John S. Marr
Chief Executive Officer and President
Tyler Technologies, Inc.
5949 Sherry Lane, Suite 1400
Dallas , Texas 75225

Re: Tyler Technologies, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed February 23, 2012
Form 10 -Q for the Quarterly Period Ended March 31, 2012
Filed April 26, 2012
File No. 001 -10485

Dear Mr. Marr :

We have reviewed your filing s and have the following comments.  Please note that we
have limited our review to only your financial statements and related disclosures.  In some of our
comments , we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances o r do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have  additional comments.

Form 10 -K for t he Fiscal Year Ended December 31, 2011

Note 1 – Summary of Significant Accounting Policies

Revenue Recognition

Subscription -Based Services, page F -9

1. We note your disclosure on page 6 that you provide professional services including
installation and dat a conversion services.  We further note if you determine that you do
not have stand -alone value for professional services associated with ASP and hosting

Mr. John S. Marr
Tyler  Technologies, Inc.
July 24, 2012
Page 2

 arrangements, you recognize the services revenue ratably over the remaining contractual
period.  Pleas e tell us your  basis for recognizing these upfront  fees over the contractual
period  rather than over the estimated customer life based on the guidance in footnote 39
of SAB Topic 13A.3.f.

2. Additionally, please describe your accounting policy  when you concl ude that you do
have stand -alone value for professional services associated with ASP and hosting
arrangements, including how you determined that stand -alone value exists.

3. Finally, we note that you allocate revenue to each qualifying separate element base d upon
vendor -specific objective evidence (VSOE), third party evidence (TPE) or estimated
selling price (ESP).  Please tell us which method is used for your various applicable
products and services and describe how you calculate VSOE, TPE and ESP.

Note 10 – Share -Based Compensation

Determining Fair Value of Stock Compensation, page F -21

4. We note that the simplified method is used to estimate the expected term of your stock
options.  Considering the extent of your exercise activity, please clarify why you continue
to believe that it is appropriate to use the simplified method rather than using historical
information.  Refer to Question 6 of SAB Topic 14.D.2.

Form 10 -Q for the Quarterly Period Ended March 31, 2012

Condensed Statements of Comprehensive Income, page 2

5. We note that historically comprehensive income has differed from net income due to
unrealized gains and losses on investment securities.  Please explain  why comprehensive
income for the three months ended March 31, 2012 and 2011 was equal t o net income
during those periods.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchan ge Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please p rovide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Mr. John S. Marr
Tyler  Technologies, Inc.
July 24, 2012
Page 3

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commissio n from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jaime John  at (202) 551 -3446 if you have questions regarding
comments on the financial statements and re lated matters.  Please contact me at (202) 551 -3406
with any other questions.

Sincerely,

 /s/ Patrick Gilmore

Patrick Gilmore
Accounting Branch Chief

July 13, 2011
 Via E-mail

Brian K. Miller Executive Vice President and Chief Financial Officer Tyler Technologies, Inc. 5949 Sherry Lane, Suite 1400 Dallas, TX 75225
Re: Tyler Technologies, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed February 24, 2011 File No. 001-10485

Dear Mr. Miller:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Patrick Gilmore
Patrick Gilmore Accounting Branch Chief

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June 21, 2011

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Attention:

    Mr. Patrick Gilmore

Accounting Branch Chief

    Re:

    Tyler Technologies, Inc. (the “Company”)

Form 10-K for the Year Ended December 31, 2010

Filed February 24, 2011

     File No. 001-10485

Dear Mr. Gilmore:

This letter is provided in response to the Staff’s comment letter dated June 17, 2011 addressed to
Mr. Brian K. Miller, Executive Vice President and Chief Financial Officer of Tyler Technologies,
Inc. (the “Company”). We have restated each of the Staff’s comments and the Company’s response
follows each comment.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Financial Condition and Liquidity, page 36

    1.

    We note that you “currently believe that cash provided by operating activities, cash on hand
and available credit are sufficient to fund [y]our working capital requirements, capital
expenditures, income tax obligations, and share repurchases for the foreseeable future.” In
future filings, please clarify the time period that constitutes “foreseeable future.” Please
refer to Instruction 5 to Item 303(A) of Regulation S-K which indicates that liquidity should
be discussed on both a short-term and long-term basis, and FRR 501.03.a which defines
short-term as up to 12 months in the future. This comment also applies to Form 10-Q for the
quarterly period ended March 31, 2011.

Company response:

    In light of the Staff’s comment we will define “foreseeable future” as “at least twelve
months” and address long-term liquidity in future filings.

    2.

    We note that your table of contractual obligations on page 39 does not include long-term debt
obligations or related interest. Please tell us how you considered including these
obligations in your table to comply with the guidance in Item 303(A)(5)(i) of Regulation S-K
as well as Section II.C of SEC Interpretive Release 33-9144 which indicates that aggregated
information about contractual obligations, contingent liabilities and commitments should be
provided in a single location to improve the transparency of a company’s liquidity.

Company response:

    We disclosed the terms of our long-term revolving line of credit, including the amount
outstanding, unused available borrowing capacity and effective interest rates in the narrative
section of management’s discussion of financial condition and results of operations. Interest
payments in 2010 were $689,000 and disclosed in the footnotes. We did not consider interest
payments to be significant for disclosure in management’s discussion of financial condition and
results of operations. In light of the Staff’s comment we will include long-term debt
obligations and related interest disclosures in the table of contractual obligations in future
Form 10-K filings.

Exhibits 31.1 and 31.2

    3.

    The certifications may not be changed in any respect from the language of Item 601(b)(31) of
Regulation S-K, even if the change would appear to be inconsequential in nature. For
guidance, refer to Section II.B.4 of SEC Release No. 33-8124. We note that the identification
of the certifying individual at the beginning of each of the certifications required by
Exchange Act Rule 13a-14(a) filed with your annual report on Form 10-K and your quarterly
report on Form 10-Q for the quarter ended March 31, 2011 also include the title of the
certifying individual. In addition, we note that in the certifications filed with your annual
report on Form 10-K, you refer to “Tyler” instead of “the registrant.” Please revise future
filings to omit the certifying individual’s title at the beginning of the certification and to
otherwise conform to the exact language required by Item 601(b)(31) of Regulation S-K.

Company response:

    In light of the staff’s comment we will revise our future filings to omit the certifying
individual’s title at the beginning of the certifications and to conform the certifications to
the exact language required by Item 601(b)(31) of Regulation S-K.

Additionally, the Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in its
filing;

    •

    staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

    •

    the Company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

If you have any questions or require any additional information with respect to the foregoing,
please contact me at (972) 713-3720. My fax number is (972) 713-3741.

Very truly yours,

/s/ Brian K. Miller

Brian K. Miller

Executive Vice President and

Chief Financial Officer

June 17, 2011
 Via email

Brian K. Miller Executive Vice President and Chief Financial Officer Tyler Technologies, Inc. 5949 Sherry Lane, Suite 1400 Dallas, TX 75225
Re: Tyler Technologies, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed February 24, 2011 File No. 001-10485

Dear Mr. Miller:
 We have reviewed your filing and have the following comments.  Please note that we
have limited our review to only your financial statements and related disclosures.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended December 31, 2010

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations

Financial Condition and Liquidity, page 36
 1. We note that you “currently believe that cash provided by operating activities, cash on
hand and available credit are sufficient to fund [y]our working capital requirements,
capital expenditures, income tax obligations , and share repurchases for the foreseeable
future.”  In future filings, please clarify the time period that constitutes “foreseeable
future.”   Please refer to Instruction 5 to  Item 303(A) of Regulation S-K which indicates

 Brian K. Miller Tyler Technologies, Inc. June 17, 2011 Page 2
 that liquidity should be disc ussed on both a short-term and long-term basis, and FRR
501.03.a which defines short-term as up to 12 mo nths in the future.  This comment also
applies to Form10-Q for the quarterly period ended March 31, 2011.
2. We note that your table of contractual oblig ations on page 39 does not include long-term
debt obligations or related interest.  Pleas e tell us how you considered including these
obligations in your table to comply with th e guidance in Item 303(A )(5)(i) of Regulation
S-K as well as Section II.C of SEC Interp retive Release 33-9144 which indicates that
aggregated information about contractual obligations, contingent liabilities and
commitments should be provided in a single lo cation to improve the transparency of a
company’s liquidity.

Exhibits 31.1 and 31.2

 3. The certifications may not be changed in any respect from the language of
Item 601(b)(31) of Regulation S-K, even  if the change would appear to be
inconsequential in nature.  For guidance, refer to S ection II.B.4 of SEC Release
No. 33-8124.  We note that the identification of  the certifying individual at the beginning
of each of the certifications required by Exchange Act Rule 13a-14(a) filed with your
annual report on Form 10-K and your quarter ly report on Form 10-Q for the quarter
ended March 31, 2011 also include the title of the certifying individual.   In addition, we
note that in the certifications filed with your  annual report on Form 10-K, you refer to
“Tyler” instead of “the registrant.”  Pleas e revise future filings to omit the certifying
individual’s title at the be ginning of the certification and to otherwise conform to the
exact language required by Item 601( b)(31) of Regulation S-K.
  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

 Brian K. Miller Tyler Technologies, Inc. June 17, 2011 Page 3

You may contact David Edgar, Staff Accountant, at (202) 551-3459 if you have questions
regarding comments on the financial statements and related matters.  Please contact me at (202)
551-3406 with any other questions.
Sincerely,
   /s/ Patrick Gilmore
Patrick Gilmore Accounting Branch Chief

Mail Stop 4561         February 25, 2009  Mr. Brian K. Miller Executive Vice President and Chief Financial Officer  Tyler Technologies, Inc. 5949 Sherry Lane, Suite 1400 Dallas, Texas 75225
Re: Tyler Technologies, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2007
 File No. 001-10485

Dear Mr. Miller:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time on the specific issues raised.

Sincerely,

Mark Kronforst  Accounting Branch Chief

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Securities and Exchange Commission

February 12, 2009

Page 1

February 12, 2009

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Attention:

    Mr. Mark Kronforst

Accounting Branch Chief

    Re:

    Tyler Technologies, Inc. (the “Company”)

Definitive Proxy Statement on Schedule 14A

Filed March 24, 2008

File No. 001-10485

Dear Mr. Kronforst:

This letter is provided in response to the Staff’s comment letter dated February 4, 2009 addressed
to Mr. Brian K. Miller, Executive Vice President and Chief Financial Officer of Tyler Technologies,
Inc. (the “Company”). We have restated the Staff’s comment and the Company’s response
follows the comment.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 16

General

We understand from your response letter dated January 14, 2009, that many decisions relating to
your named executive officers’ compensation are derived from evaluations and recommendations from
the Chief Executive Officer. Yet, your response letter merely provides additional context and
detail about the various items of corporate and individual performance that serve as the basis for
the implementation of your compensation programs without providing corresponding discussion of how
the level of performance in each of these areas impacted actual compensation awarded in 2007.
Please understand that discussion of the various items of
corporate and individual performance that were considered by the Compensation Committee must be
accompanied by a complete qualitative and quantitative discussion of how the Compensation Committee
determined to award each specific form and level of compensation in 2007. For each named executive
officer, state the factors that were considered in deriving the

Securities and Exchange Commission

February 12, 2009

Page 2

payouts awarded for each component of compensation and provide an analytical evaluation of why the
Compensation Committee determined that the specific payout was appropriate in light of the factors
considered. To assist you with the development of a more comprehensive Compensation Discussion and
Analysis, please refer to the ample amount of publicly available guidance the Division of
Corporation Finance has issued in this regard including, most recently, Director White’s October
21, 2008 speech, entitled “Executive Compensation Disclosure: Observations on Year Two and a Look
Forward to the Changing Landscape for 2009,” which is available on our website.

Company response:

In the past, our Compensation Committee performed a high level review of each named executive’s
overall compensation package and did not formally correlate specific performance factors to
components of compensation. We recognize that in the future the Compensation Discussion and
Analysis needs to be more detailed with respect to individual compensation factors. We are in the
process of expanding and formalizing the Compensation Committee’s processes, taking into
consideration the Staff’s comments and recent guidance. Therefore, our next Compensation
Discussion and Analysis will include the information sought in the Staff’s comments, including more
detailed disclosure regarding specific performance factors and how they correlate to compensation
packages.

Additionally, the Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in its
filing;

    •

    staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

    •

    the Company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

If you have any questions or require any additional information with respect to the foregoing,
please contact me at (972) 713-3720. My fax number is (972) 713-3741.

Very truly yours,

    /s/ Brian K. Miller

    Brian K. Miller

    Executive Vice President and

Chief Financial Officer

Mail Stop 4561         February 4, 2009  Mr. Brian K. Miller Executive Vice President and Chief Financial Officer  Tyler Technologies, Inc. 5949 Sherry Lane, Suite 1400 Dallas, Texas 75225
Re: Definitive Proxy Statement on Schedule 14A
Filed March 24, 2008
 File No. 001-10485

Dear Mr. Miller:

We have reviewed your response letter dated January 14, 2009 in connection with
the above-referenced filing and have the followi ng comment.  If indicated, we think you
should revise your document in response to this comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detaile d as necessary in your explan ation.  In our comment, we
may ask you to provide us with supplemental information so we may better understand
your disclosure.  After reviewing this inform ation, we may raise additional comments.
Unless otherwise noted, where prior comments ar e referred to they refer to our letter
dated December 23, 2008.  Definitive Proxy Statement

Compensation Discussion and Analysis, page 16

General

1. We understand, from your response letter dated January 14, 2009, that many decisions relating to your named executive officers’ compensation are derived from evaluations and recommendations fr om the Chief Executive Officer.  Yet,
your response letter merely  provides additional cont ext and detail about the
various items of corporate and individual performance that serve as the basis for
the implementation of your compen sation programs without providing
corresponding discussion of how the leve l of performance in each of these areas
impacted actual compensation awarded in 2007.  Please understand that

Mr. Brian K. Miller
Tyler Technologies, Inc. February 4, 2009 Page 2
discussion of the various items of corpor ate and individual perf ormance that were
considered by the Compensation Committee must be accompanied by a complete qualitative and quantitative discussion of how the Compensation Committee determined to award each specific form and level of compensation in 2007.  For
each named executive officer, state the fact ors that were considered in deriving
the payouts awarded for each component of compensation and provide an analytical evaluation of why the Comp ensation Committee determined that the
specific payout was appropriate  in light of the factors considered.  To assist you
with the development of a more comp rehensive Compensation Discussion and
Analysis, please refer to the ample amount  of publicly available guidance the
Division of Corporation Finance has i ssued in this regard including, most
recently, Director White’s October 21, 2008 speech, entitled “Executive Compensation Disclosure: Observations on Year Two and a Look Forward to the
Changing Landscape for 2009,” which is available on our website.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite
our review.  Please furnish a cover letter that keys your response to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 You may contact Michael F. Johnson, St aff Attorney, at (202) 551-3477 or Jay
Ingram, Staff Attorney, at (202) 551-3397 if you have any questions regarding our
comments.  If you need further assistan ce, you may contact me at (202) 551-3451.

       S i n c e r e l y ,           Mark Kronforst
Accounting Branch Chief

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Securities and Exchange Commission

January 14, 2009

Page 1

January 14, 2009

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Attention:

    Mr. Mark Kronforst

    Accounting Branch Chief

    Re:

    Tyler Technologies, Inc. (the “Company”)

    Definitive Proxy Statement on Schedule 14A

    Filed March 24, 2008

    File No. 001-10485

Dear Mr. Kronforst:

This letter is provided in response to the Staff’s comment letter dated December 23, 2008 addressed
to Mr. Brian K. Miller, Executive Vice President and Chief Financial Officer of Tyler Technologies,
Inc. (the “Company”). We have restated each of the Staff’s comments and the Company’s response
follows each comment.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 16

General

    1.

    We refer to comment 6 of our prior letter dated November 8, 2008. In your response,
you indicate that you will disclose that stock option awards are discretionary. In
addition to disclosing that stock option awards are discretionary, we would expect to see
discussion and analysis of how discretion was applied to reach the ultimate stock option
awards. For example, in the event that you base compensation on an executive’s changes (s)
in responsibility, you should discuss the specific change(s) in responsibility and how

Securities and Exchange Commission

January 14, 2009

Page 2

    the change(s) in responsibility substantively affected the Committee’s decisions with respect to
that executive’s compensation.

    You also state that the Committee, using its judgment, may exercise discretion in granting
additional bonus amounts as it deems appropriate. In the event the Committee does exercise
discretion and grant additional bonus amounts, your compensation discussion and analysis
should explain how the Committee determined the specific additional bonus amounts awarded
and why the Committee deemed the additional bonus amounts appropriate under the circumstance
(e.ge., was there extraordinary executive performance, did the executive undertake
additional responsibilities).

    Finally, you indicate that you do not publicly disclose your operating profit plan and
earnings per share goals and that you consider these target levels to be confidential
information. If you are relying on Instruction 4 to Item 402(b) of Regulation S-K to omit
these target levels, you should provide us with your competitive harm analysis, and you
should disclose how difficult it will be for the executives or how likely it will be for the
company to achieve the undisclosed target levels.

Company response:

    The Compensation Committee (the “Committee”) approves annual stock option awards and any
stock option awards that may be contained in employment agreements based on the Chief
Executive Officer’s recommendations. The Committee reviews employment agreements (if any)
and considers the reasonableness of the awards based on each executives relative
responsibilities and position, but does not review any quantitative or qualitative data
supporting the determination of stock option awards. In light of the Staff’s comment we
will clarify in future filings that stock option awards are discretionary and based on the
recommendations of the Chief Executive Officer and we will describe the Committee’s review
process as outlined in this paragraph. We will also disclose that the Chief Executive
Officer generally determines these awards based on each executive’s position and
responsibilities, including any changed or increased responsibilities and contribution to
operating performance and earnings per share.

    In the past two years the Chairman of the Board who is not a member of the Committee,
recommended that the Committee grant a discretionary bonus amount to the Chief Executive
Officer in recognition of the Chief Executive Officer’s strong performance and his
contributions to the Company’s success. These discretionary bonuses were 2% to 4% of the
Chief Executive’s total compensation. The Committee considered his recommendation and
granted these discretionary bonuses. In the event the Committee grants additional,
discretionary bonus amounts in the future we will disclose the factors the Committee
considered in determining such amounts were appropriate.

    Lastly, we misunderstood the original Staff comment no. 6 of your letter dated November 18,
2008, and assumed the comment was referring to disclosure of our detailed operating

Securities and Exchange Commission

January 14, 2009

Page 3

    profit
plan and related assumptions rather than the earnings per share ranges that made up the
earnings per share goals. In future filings, based on our current
Annual Bonus structure, we will include disclosure
regarding the actual earnings per share goal range necessary to achieve 100% of target
bonuses consistent with the following disclosure for the 2008 Bonus
Plan:

    In February 2008, the Compensation Committee approved a 2008 Bonus Plan
recommended by management, which included incentive compensation potential for the
executive officers at the following levels:

    •

    170% of target based on achieving 146% of earnings per share goal

    •

    150% of target based on achieving 135% of earnings per share goal

    •

    130% of target based on achieving 123% of earnings per share goal

    •

    115% of target based on achieving 112% of earnings per share goal

    •

    100% of target based on achieving 100% of earnings per share goal

    •

    85% of target based on achieving 88% of earnings per share goal

    •

    70% of target based on achieving 77% of earnings per share goal

    •

    50% of target based on achieving 65% of earnings per share goal

    •

    35% of target based on achieving 54% of earnings per share goal

    •

    25% of target based on achieving 42% of earnings per share goal

    •

    0% of target based on achieving less than 42% of earnings per share goal

    In order to earn 100% of the target bonus the Company must
achieve the earnings per share goal, which for
2008 is $0.48 to $0.539, which is generally in a range consistent with the Company’s earnings
guidance publically issued early in the year. We issue earnings per share guidance based on
the Company’s internal operating plan targets. The operating plan is developed from the
“bottom-up” and considers a wide range of factors that impact the Company’s results
including the general economic environment, the Company’s market, competitive landscape,
Company initiatives and investments and various other risks and opportunities. As of the
beginning of the plan year we believe achievement of the plan is generally considered to be
challenging but reasonably possible when all such factors are considered.

    2.

    We refer to comment 7 of our prior letter dated November 18, 2008. In future filings,
the CD&A section should provide sufficient quantitative or qualitative disclosure of the
analyses underlying the Committee’s decision to make specific compensation awards. For
example, with respect to the disclosure in your 2007/2008 chart provided in response to
comment 7, where base salary is increased because of the executive’s prior year
performance, we would expect to see discussion and analysis of the specific factor(s) the
Committee took into consideration in making its decision to increase the executive’s base
salary and how the Committee determined the salary increase amount based upon those
factors. In addition, your CD&A should explain how decisions regarding one type of award
motivated the Committee to award or consider other forms of compensation.

Securities and Exchange Commission

January 14, 2009

Page 4

Company response:

    The Chief Executive Officer, using his judgment, recommends total compensation amounts based
on internal pay relationships and consistency, the executives’ performance and experience,
level of responsibility, changes in responsibility, retention risk and market survey data.
The market survey data is not used as a benchmark per se, but rather by the Chief Executive
Officer as a reasonableness check. As part of his recommendation, the Chief Executive
Officer proposes an allocation of total compensation between base salary, bonus and stock
option awards. His approach which is aligned with the Committee’s philosophy, is to tie a
significant portion of each executive’s total compensation to achieving earnings per share
goals as well as to increasing long-term shareholder value, as reflected primarily in the
Company’s stock. Base salary increases are typically in line with cost of living
adjustments.

    In future filings we will clarify that in making its compensation determinations, the
Committee reviews the Chief Executive Officer’s recommendations as well as the following
information for each executive:

    •

    Base salary recommendations and comparisons to prior year base salary amounts.

    •

    Target bonus recommendations and comparison to prior year target bonus.

    •

    Proposed EPS bonus plan calculation including earnings per share targets based on
the new year operating profit plan.

    •

    Actual bonus calculation for the current year based on the EPS bonus plan the
Compensation Committee approved at the beginning of the year. This calculation
includes the actual earnings per share goal achieved.

    •

    Annual stock option award recommendations.

After
considering all  such information, the Committee makes independent decisions regarding executive
compensation.

    3.

    We refer to comment 8 of our prior letter dated November 18, 2008. In your response,
you state that higher ranked executive officers are compensated at a higher percentage of
base salary. We would expect to see a discussion and analysis of why certain executive
officers are compensated differently than others. For example, if one executive is
compensated differently because that executive has additional responsibilities, you should
explain how those additional responsibilities resulted in compensation differences. You
also state that your chief executive officer provides recommendations to the Committee on
annual bonus performance targets, base salary and stock option awards and that your chief
executive officer’s recommendations are based on internal pay relationships and
consistency, the executives performance and experience, level of responsibility, changes in
responsibility, retention risk and market survey data. We would expect to see a
discussion and analysis of how those recommendations were used by the Committee in setting
the actual compensation for your executives.

Securities and Exchange Commission

January 14, 2009

Page 5

Company response:

    We disclosed in the Annual Cash Bonus Program section that the percentage of the executive’s
base salary is based on recommendations from the Chief Executive Officer with higher ranked
executive officers being compensated at a higher percentage of base salary. In future
filings we will disclose that the EPS Bonus Plan is calculated as a percentage of the
executive’s base salary, with higher ranked executive officers being compensated at a higher
percentage of base salary because their management responsibilities are broader and more
directly impact the Company’s operating results.

    In addition to our response in Staff comment no. 2 above, In future filings we will also
disclose that the Compensation Committee makes independent decisions regarding base salary, EPS
bonus plan and stock option awards after considering the Chief Executive Officer’s
recommendations as well as considering salary and target bonus historical trends.

    4.

    We refer to comment 9 of our prior letter dated November 18, 2008. We note that your
incentive compensation plans do not include any individual performance goals for attaining
cash bonuses or stock options. However, your response indicates that executive performance
is considered when the Committee makes compensation decisions. Your CD&A should disclose
specific contributions the Committee considered in its evaluation and, if applicable, how
they were weighted and factored into compensation decisions For example, if the Committee
made a compensation decision based on extraordinary performance, this contribution, and how
this contribution was weighed and factored into a specific compensation decision, should be
discussed.

Company response:

    Performance is considered by the Chief Executive Officer in his compensation analysis and
recommendation to the Committee with respect to the amount of base salary and stock option
awards, as well as any recommendation for additional, discretionary bonuses. The Committee,
in turn, implicitly considers performance in its review of the Chief Executive Officer’s
recommendation, but does not perform any independent analysis.

    In future filings we will clarify in the chart presented in response to Staff comment no. 7
in your letter dated November 18, 2008, that a performance review for purposes of the base
salary determination and the amount of equity-based compensation is conducted by the Chief
Executive Officer (not the Compensation Committee). The description of the
Chief Executive Officer’s review will be included in the section disclosing the role of the
Chief Executive Officer (see our response to Staff comment no. 10 in your letter dated
November 18, 2008). To the extent the Chief Executive Officer’s recommendation to the
Committee identifies extraordinary performance, or if the Committee independently for

Securities and Exchange Commission

January 14, 2009

Page 6

    any
reason identifies extraordinary performance, we will also disclose how it was weighted and
factored into the recommendation and/or compensation decision, as applicable.

    5.

    We refer to comment 11 of our prior letter dated November 18, 2008. To the extent that
you use comparative compensation information in determining your executive compensation,
you should provide a detailed explanation of how you used that comparative information and
how that comparative information affected compensation decisions. If you benchmark your
compensation, but exercise discretion in using the comparative compensation information, we
would expect to see a discussion of that nature and extent of that discretion and whether
or how it was exercised.

Company response:

    The Chief Executive Officer, using his judgment, recommends total compensation amounts based
on internal pay relationships and consistency, the executives’ performance and experience,
level of responsibility, changes in responsibility, retention risk and market survey data.
The market survey data is not used as a benchmark per se, but rather by the Chief Executive
Officer as a reasonableness check. The Compensation Committee does not review information
from market survey reports or performance evaluations.

Additionally, the Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in its
filing;

    •

    staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

    •

    the Company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

If you have any questions or require any additional information with respect to the foregoing,
please contact me at (972) 713-3720. My fax number is (972) 713-3741.

Very truly yours,

Brian K. Miller

Executive Vice President and

Chief Financial Officer

CORRESP
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corresp

January 8, 2009

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Attention:

    Mr. Mark Kronforst

Accounting Branch Chief

    Re:

    Tyler Technologies, Inc. (the “Company”)

Definitive Proxy Statement on Schedule 14A

Filed March 24, 2008

File No. 001-10485

Dear Mr. Kronforst:

This letter is provided in response to the Staff’s comment letter dated December 23, 2008 addressed
to Mr. Brian K. Miller, Executive Vice President and Chief Financial Officer of Tyler Technologies,
Inc. Due to our company holiday schedules we will be unable to respond within 10 business days of
receipt your letter. We anticipate filing our response by Wednesday, January 14, 2009.

If you have any questions or require any additional information with respect to the foregoing,
please contact me at (972) 713-3720. My fax number is (972) 713-3741.

Very truly yours,

Brian K. Miller

Executive Vice President and

Chief Financial Officer

Mail Stop 4561
        December 23, 2008

Mr. Brian K. Miller
Executive Vice President and
Chief Financial Officer
Tyler Technologies, Inc.
5949 Sherry Lane, Suite 1400
Dallas, Texas 75225

Re: Tyler Technologies, Inc.
Definitive Proxy Statement on Schedule 14A
Filed March 24, 2008
 File No. 001-10485

Dear Mr. Miller:

We have reviewed your response letter  dated December 3, 2008 in connection
with the above-referenced filing and have the following comments.  If indicated, we think
you should revise your document in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.  Unless otherwise noted, where prior comments are referred to they
refer to our letter dated November 18, 2008.

Definitive Proxy Statement

Compensation Discussion and Analysis, page 16

General

1. We refer to comment 6 of our prior letter dated November 18, 2008.  In your
response, you indicate that you will di sclose that stock option awards are
discretionary.  In addition to  disclosing that stock opti on awards are discretionary,
we would expect to see discussion and analysis of how discretion was applied to
reach the ultimate stock option awards.  Fo r example, in the event that you base
compensation on an executive’s change(s ) in responsibility, you should discuss

Mr. Brian K. Miller
Tyler Technologies, Inc.
December 23, 2008 Page 2
the specific change(s ) in responsibility and how the change(s) in responsibility
substantively affected the Committee’s decisions with respect to that executive’s compensation.

You also state that the Committee, using its judgment, may exercise discretion in
granting additional bonus amounts as it deems appropriate.  In the event the Committee does exercise discretion and grant additional bonus amounts, your
compensation discussion and analysis should explain how the Committee determined the specific additional bonus amounts awarded and why the
Committee deemed the additional b onus amounts appropriate under the
circumstance (e.g., was there extraordin ary executive perf ormance, did the
executive undertake additi onal responsibilities).

Finally, you indicate that you do not publicly disclose your operating profit plan
and earnings per share goals and that you consider these target levels to be
confidential information.  If you are rely ing on Instruction 4 to Item 402(b) of
Regulation S-K to omit these target le vels, you should provide us with your
competitive harm analysis, and you should di sclose how difficult it will be for the
executives or how likely it will be for the company to achieve the undisclosed target levels.

2. We refer to comment 7 of our prior le tter dated November 18, 2008.  In future
filings, the CD&A section should provide sufficient quantitative or qualitative
disclosure of the analyses underlying the Committee’s decision to make specific compensation awards.  For example, with  respect to the disclosure in your
2007/2008 chart provided in response to comment 7, where base salary is
increased because of the executive’s prior year performance, we would expect to
see discussion and analysis of the specific factor(s) the Committee took into consideration in making its decision to increase the executive’s base salary, and how the Committee determined the sala ry increase amount based upon those
factors.  In addition, you r CD&A should explain how decisions regarding one
type of award motivated the Committee to  award or consider other forms of
compensation.

3. We refer to comment 8 of our prior letter dated November 18, 2008.  In your
response, you state that higher ranked ex ecutive officers are compensated at a
higher percentage of base salary.  We  would expect to see a discussion and
analysis of why certain executive officers are compensated differently than others.  For example, if one executive is compensated differently because that executive has additional responsibilities, you should explain how those additional responsibilities resulted in compensation differences.

You also state that your chief executive  officer provides recommendations to the
Committee on annual bonus performance targ ets, base salary and stock option

Mr. Brian K. Miller
Tyler Technologies, Inc.
December 23, 2008 Page 3
awards and that your chief executive o fficer’s recommendations are based on
internal pay relationships and consis tency, the executives’ performance and
experience, level of responsibility, change s in responsibility, retention risk and
market survey data.  We would expect to see a discussion and analysis of how
those recommendations were used by the Committee in setting the actual compensation for your executives.

4. We refer to comment 9 of our prior lett er dated November 18, 2008.  We note that
your incentive compensation plans do not include any individual performance
goals  for attaining cash bonuses or stoc k options.  However, your response
indicates that executive performance is considered when the Committee makes compensation decisions.  Your CD&A shoul d disclose specific contributions the
Committee considered in its evaluation and, if applicable, how they were weighed and factored into compensation decisions.  For example, if the Committee made a compensation decision based on extraordinary performance, this contribution, and how this contribution was weighed and f actored into a specific compensation
decision, should be discussed.

5. We refer to comment 11 of our prior letter dated November 18, 2008.  To the
extent that you use comparative compensation information in determining your executive compensation, you should provide  a detailed explanation of how you
used that comparative information and how  that comparative information affected
compensation decisions.  If you benchmark your compensation, but exercise discretion in using the co mparative compensation information, we would expect
to see a discussion of the nature and exte nt of that discreti on and whether or how
it was exercised.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.

Mr. Brian K. Miller
Tyler Technologies, Inc.
December 23, 2008 Page 4
You may contact Michael Johnson, Staff Attorney, at (202) 551-3477 or Jay
Ingram, Staff Attorney, at (202) 551-3397 if you have any questions regarding our
comments.  If you need further assistan ce, you may contact me at (202) 551-3451.

       S i n c e r e l y ,

      Mark Kronforst
Accounting Branch Chief

CORRESP
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December 3, 2008

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Attention:

    Mr. Mark Kronforst

Accounting Branch Chief

              Re:

    Tyler Technologies, Inc. (the “Company”)

Form 10-K for the Year Ended December 31, 2007

Filed February 28, 2008

Definitive Proxy Statement on Schedule 14A

Filed March 24, 2008

Form 10-Q for the Quarter Ended September 30, 2008

Filed October 27, 2008

     File No. 001-10485

Dear Mr. Kronforst:

This letter is provided in response to the Staff’s comment letter dated November 18, 2008 addressed
to Mr. John S. Marr, Chief Executive Officer and President of Tyler Technologies, Inc. (the
“Company”). We have restated each of the Staff’s comments and the Company’s response follows each
comment.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview, page 21

    1.

    Consider expanding your “Overview” to include both past and prospective discussion and
analysis of financial condition and operating performance. You should also provide insight
into material opportunities, challenges and risks, such as those presented by known material
trends and uncertainties, on which Tyler’s executives are most focused for both the short and
long term, as well as the actions they are taking to address these opportunities, challenges
and risks. Discuss any significant product releases or new services that have impacted or are
expected to impact revenues. Refer to Release 33-8350 on our website at www.sec.gov.

Securities and Exchange Commission

December 3, 2008

Page 2

Company response:

    In light of the Staff’s comments we will expand our “Overview” to the extent we identify
material opportunities, challenges or risks, including with respect to any new material trends or
uncertainties. We will also address any significant new product releases that have impacted
revenues or are expected to impact revenues in the near-term.

Financial Condition and Liquidity, page 32

    2.

    In comment number 3 of our letter dated April 26, 2007, relating to your Form 10-K for the
fiscal year ended December 31, 2006, we indicated that your discussion of operating cash flow
did not address certain material items or their impact on your cash flows. In your response
letter dated May 9, 2007, you indicated that you would expand your disclosure regarding
changes in working capital in future filings. However, we note that in your 2007 Form 10-K
you provide no discussion of operating cash flow nor do you provide any disclosure regarding
the changes in working capital and their impact on your cash flows. Please tell us how the
disclosure under this section reflects the assertion made in your May 9, 2007 letter and tell
us how you concluded that your disclosures comply with Section IV.B.1 of SEC Release 33-8350.

Company response:

    Our Forms 10-Q for the periods ending June 30, 2007; September 30, 2007; March 31, 2008;
June 30, 2008 and September 30, 2008 included expanded disclosure regarding changes in working
capital. However, in our Form 10-K for the period ending December 31, 2008 and future Form 10-K
reports we will expand our discussion similar to our Form 10-Q disclosures to include all
material components of working capital to ensure we adequately address their impact on operating
cash flows. We abbreviated this discussion in the Form 10-K for the period ending December 31,
2007 and focused on how higher deferred revenue impacted cash and short-term investments and the
reasons for higher deferred revenue levels without specifically disclosing that changes in
deferred revenue were a material factor in changes in operating cash flows. We did not mention
other factors impacting operating cash flows such as net income and depreciation and
amortization because they were identified in a separate line item in the statement of cash
flows.

    3.

    On page 33, you state that it is not your usual business practice to enter into off-balance
sheet arrangements. It is unclear from your disclosure whether you have off-balance sheet
arrangements. Please clarify.

Company response:

    We do not have any off-balance sheet arrangements. In future filings we will modify this
disclosure to state that we do not have any off-balance sheet arrangements.

Securities and Exchange Commission

December 3, 2008

Page 3

Financial Statements

Consolidated Statements of Operations, page F-3

    4.

    Your revenue recognition policy on page F-8 indicates that revenues from certain
multiple-element arrangements are recognized over the period services are performed due to a
lack of VSOE of fair value of certain elements. We also note that you have arrangements
accounted for under SOP 81-1. Please tell us where you classify these revenues and related
costs in your Consolidated Statements of Operations. If you classify these revenues and
related costs in a single line item or allocate between products and services please explain
your basis of presentation or allocation methodology, why you believe such presentation is
reasonable and confirm to us that this presentation has been consistently applied. Assuming
that your presentation of revenues and cost of revenues is considered reasonable for purposes
of complying with Rule 5-03(b)(1) and (2) of Regulation S-X, please ensure that your MD&A
Critical Accounting Policies and Estimates and footnote disclosures include a discussion of
your basis of presentation or allocation methodology and discuss the reasons for such
presentation or allocation.

Company response:

    We disclosed on page F-8 that for software arrangements for which sufficient VSOE does not exist
and the only undelivered element is services that do not involve significant modification or
customization of the software, the entire fee is recognized over the period during which the
services are expected to be performed. These types of arrangements are extremely rare and not
material to our financial statements. However, in this case, we allocate the revenue between
products and services by referring to similar products and services provided by the Company for
which we have established VSOE of fair value.

    With respect to arrangements accounted for under SOP 81-1, we allocate revenues between products
and services based on their relative VSOE of fair values, or in instances where we have VSOE of
fair value for all of the elements except license fees, we first allocate revenue to the
elements for which VSOE of fair value exists and the residual is allocated to license fees.

    The related costs associated with the aforementioned arrangements are classified in the income
statement according to the nature of the expense. For example, labor costs associated with
services are captured in the income statement in “Cost of Revenues — Software services,
maintenance and subscriptions” while amortization expense associated with capitalized software
is classified in “Cost of Revenues – Software licenses.”

    We believe our allocation methodology and basis of presentation are reasonable, in accordance
with Generally Accepted Accounting Principles and have been consistently disclosed and applied
in our financial statements.

Securities and Exchange Commission

December 3, 2008

Page 4

    In future filings, we will add the following language as additional clarification regarding
allocation of revenue on the statement of operations:

    In our consolidated statements of operations, we allocate revenue to software licenses, software
services, maintenance and hardware and other based on the VSOE of fair value for elements in
each revenue arrangement and the application of the residual method for arrangements in which we
have established VSOE of fair value for all undelivered elements. In arrangements where we are
not able to establish VSOE of fair value for all undelivered elements, revenue is first
allocated to any undelivered elements for which VSOE of fair value has been established. We
then allocate revenue to any undelivered elements for which VSOE of fair value has not been
established based upon management’s best estimate of fair value of those undelivered elements
and apply a residual method to determine the license fee. Management’s best estimate of fair
value of undelivered elements for which VSOE of fair value has not been established is based
upon the VSOE of similar offerings and other objective criteria.

Consolidated Statements of Cash Flows, page F-6

    5.

    Please tell us how you considered paragraphs 23(c) of SFAS No. 95 and paragraph A96 of SFAS
No. 123R. In this regard, we note that you have not disclosed the amount of excess tax
benefits as a separate line item within operating cash flows.

Company response:

    In the past, the excess tax benefit impact in the operating cash flow section was netted
with income tax payable because we did not believe it was material for presentation as a separate
line item in the amount of $614,000 in 2006 increasing to $1,891,000 in 2007 as compared to
operating cash flows of $26,804,000 in 2006 and $34,111,000 in 2007. However, in light of the
Staff’s comment we will present the excess tax benefit as a separate line item within operating
cash flows in future filings.

Securities and Exchange Commission

December 3, 2008

Page 5

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 16

General

    6.

    Please provide an expanded analysis of how you arrived at and why you paid each particular
level of compensation for 2007. For example, we note minimal discussion and analysis of how
the Committee determined specific cash bonus amounts and specific stock option award. We
would expect to see a more focused discussion that provides substantive analysis and insight
into how the Committee made actual payout determinations for the fiscal year for which
compensation is being reported. Refer to paragraphs (b)(1)(iii) and (v) of Item 402 of
Regulation S-K. You should provide complete discussions of the specific factors considered by
the Committee in ultimately approving this and other forms of compensation, including the
reasons why the Committee believes that the amounts paid to each named executive officer are
appropriate in light of the various items it considered in making specific compensation
decisions.

Company response:

    In future filings we will clarify that the only corporate objective the Compensation
Committee considers for cash bonuses is the level of achievement of earnings per share in
comparison to earnings per share goals developed in connection with our annual operating plan.
We will also disclose that stock option awards are discretionary by including a chart in the
form provided below in response to Staff comment no. 7. In addition, we will disclose that the
Chief Executive Officer provides recommendations to the Compensation Committee on annual bonus
performance targets, base salary and stock option awards. His recommendations are based on
internal pay relationships and consistency, the executives’ performance and experience, level of
responsibility, changes in responsibility, retention risk and market survey data. Our approach
is to tie a significant portion of each executive’s total compensation to achieving earnings per
share goals as well as to increasing long-term shareholder value, as reflected primarily in the
Company’s stock. In addition, the Compensation Committee using its judgment may exercise
discretion in granting additional bonus amounts as it deems appropriate.

    In the Annual Cash Bonus Program section of our compensation discussion and analysis we
disclosed that bonus payments were based on actual fully diluted earnings per share achieved
compared to fully diluted earnings per share goals. This is the only performance factor
considered in calculating bonus payments. Included in this section was the range of minimum and
maximum payout levels and guidance as to how 100% of the bonus target is earned. We further
disclosed that bonus targets are approved by the Compensation Committee based on management’s
recommendations as well as certain corporate objectives recommended by management for which the
bonus plan is based on. In light of the Staff’s

Securities and Exchange Commission

December 3, 2008

Page 6

    comment we will include the following information in future filings to clarify how the
range of minimum and maximum bonuses are earned (the 2007 Bonus Plan incentive compensation
potential was similar to the 2008 Bonus Plan):

    In February 2008, the Compensation Committee approved a 2008 Bonus Plan recommended by
management, which included incentive compensation potential for the executive officers at the
following levels:

    •

    170% of target based on achieving 146% of earnings per share goal

    •

    150% of target based on achieving 135% of earnings per share goal

    •

    130% of target based on achieving 123% of earnings per share goal

    •

    115% of target based on achieving 112% of earnings per share goal

    •

    100% of target based on achieving 100% of earnings per share goal

    •

    85% of target based on achieving 88% of earnings per share goal

    •

    70% of target based on achieving 77% of earnings per share goal

    •

    50% of target based on achieving 65% of earnings per share goal

    •

    35% of target based on achieving 54% of earnings per share goal

    •

    25% of target based on achieving 42% of earnings per share goal

    •

    0% of target based on achieving less than 42% of earnings per share goal

    We do not disclose our internal operating profit plan or earnings per share goals. This
information is confidential financial information of the Company, and the Company believes that
disclosure would cause the Company competitive harm by disclosing to competitors a key element
of our internal projections. In addition, the Compensation Committee using its judgment may
exercise discretion in granting additional bonus amounts as it deems appropriate.

    7.

    Please provide clear disclosure that addresses how each compensation component and your
decisions regarding these elements fit into your overall compensation objectives and their
impact regarding other elements. See Item 402(b)(1)(vi) of Regulation S-K. Clarify whether
you review each element of compensation independently or whether you consider each element
collectively with the other elements of your compensation program when establishing the
various forms and levels of compensation. In doing so, please provide sufficient quantitative
or qualitative disclosure as appropriate of the analyses underlying the Committee’s decision
to make specific compensation awards and how decisions regarding one type of award motivate
the Committee to award or consider other forms of compensation. Explain and place in context
how you considered each element of compensation and why determinations with respect to one
element may or may not have influenced the Committee’s decisions with respect to other
allocated or contemplated awards.

Securities and Exchange Commission

December 3, 2008

Page 7

Company response:

    In future filings we will add the following chart (which is also applicable to 2007) to our
compensation discussion and analysis:

    Form of

              Element

    Compensation

                              Purpose

                            Metric

    Base Salary

    Cash

    Provide competitive, fixed compensation to attract
and retain exceptional executive talent

    Not performance-based but salaries are set each
year based upon a review of the executive’s prior
year performance

    Incentive cash compensation
under the Bonus Plan

    Cash

    Create a strong financial incentive for achieving or
exceeding annual financial goals

    Achieving earnings per share

Mail Stop 4561
        November 18, 2008

Mr. John S. Marr
Chief Executive Officer and President
Tyler Technologies, Inc.
5949 Sherry Lane, Suite 1400
Dallas, Texas 75225

Re: Tyler Technologies, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2007
Filed February 28, 2008
Definitive Proxy Statement on Schedule 14A
Filed March 24, 2008
Form 10-Q for the Quart er Ended September 30, 2008
Filed October 27, 2008
 File No. 001-10485

Dear Mr. Marr:

We have reviewed the above-referenced f ilings and have the following comments.
If indicated, we think you should revise your document in response to these comments.
If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. John S. Marr
Tyler Technologies, Inc.
November 18, 2008 Page 2
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Overview, page 21
1. Consider expanding your “Overview” to  include both past and prospective
discussion and analysis of  financial condition and ope rating performance.  You
should also provide insight into material opportunities, challenges and risks, such
as those presented by known material tr ends and uncertainties, on which Tyler’s
executives are most focused for both th e short and long term , as well as the
actions they are taking to address thes e opportunities, challenges and risks.
Discuss any significant product releases or new services th at have impacted or are
expected to impact revenues.  Refer to Release 33-8350 on our website at
www.sec.gov .

Financial Condition and Liquidity, page 32
2. In comment number 3 of our letter dated April 26, 2007, relating to your Form 10-K for the fiscal year ended December 31, 2006, we indicated that your
discussion of operating cash flow did not address certain material items or their
impact on your cash flows.  In your response letter dated May 9, 2007, you indicated that
 you would expand your disclosure regarding changes in working
capital in future filings.  However, we note that in your 2007 Form 10-K you provide no discussion of operating cash flow nor do you provide any disclosure
regarding the changes in working capital and their imp act on your cash flows.
Please tell us how the disclosure under th is section reflects the assertion made in
your May 9, 2007 letter and tell us ho w you concluded that your disclosures
comply with Section IV.B.1 of SEC Release 33-8350.
3. On page 33, you state that it is not your us ual business practice to enter into off-
balance sheet arrangements.  It is unclea r from your disclosure whether you have
off-balance sheet arrangements.  Please clarify.

Financial Statements

Consolidated Statements of Operations, page F-3
4. Your revenue recognition policy on page F-8 indicates that revenues from certain multiple-element arrangements are recognized over the period services are performed due to a lack of VSOE of fair value of certain elements.  We also note
that you have arrangements accounted for under SOP 81-1.  Please tell us where
you classify these revenues and related costs in your Consolidated Statements of Operations.  If you classify these revenue s and related costs in a single line item
or allocate between products and se rvices please explain your basis of
presentation or allocatio n methodology, why you believe such presentation is

Mr. John S. Marr
Tyler Technologies, Inc.
November 18, 2008 Page 3
reasonable and confirm to us that this pres entation has been consistently applied.
Assuming that your presentation of revenue s and cost of revenues is considered
reasonable for purposes of complying with Rule 5-03(b)(1) and (2) of Regulation S-X, please ensure that your MD&A, Cr itical Accounting Policies and Estimates
and footnote disclosures incl ude a discussion of your ba sis of presentation or
allocation methodology and discuss the reasons for such presentation or
allocation.

Consolidated Statements of Cash Flows, page F-6
5. Please tell us how you considered paragraphs 23(c) of SFAS No. 95 and paragraph A96 of SFAS No. 123R.  In this regard, we note that you have not disclosed the amount of excess tax benef its as a separate line item within
operating cash flows.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 16
General
6. Please provide an expanded analysis of how you arrived at and why you paid each particular level of compensation for 2007.  For example, we note minimal discussion and analysis of how the Co mmittee determined specific cash bonus
amounts and specific stock option award.  We  would expect to see a more focused
discussion that provides substantive analysis and insight into how the Committee made actual payout determinations for the fiscal year for which compensation is being reported.  Refer to paragraphs (b)(1)(iii) and (v) of Item 402 of Regulation
S-K.  You should provide complete discus sions of the specific factors considered
by the Committee in ultimately approving this and other forms of compensation,
including the reasons why the Committee believes that the amounts paid to each named executive officer are appropriate in light of the various items it considered in making specific compensation decisions.
7. Please provide clear disclosure that a ddresses how each compensation component
and your decisions regarding these elem ents fit into your overall compensation
objectives and their impact regarding other elements.  See Item 402(b)(1)(vi) of
Regulation S-K.  Clarify whether you review each element of compensation
independently or whether you consider each  element collectively with the other
elements of your compensation program when establishing the various forms and levels of compensation.  In doing so, pl ease provide sufficient quantitative or
qualitative disclosure as appropriate of  the analyses underlying the Committee’s
decision to make specific compensation aw ards and how decisions regarding one
type of award motivate the Committee to  award or consider other forms of

Mr. John S. Marr
Tyler Technologies, Inc.
November 18, 2008 Page 4
compensation.  Explain and place in context how you considered each element of compensation and why determinations with  respect to one element may or may
not have influenced the Committee’s decisi ons with respect to other allocated or
contemplated awards.
8. The compensation discussion and analysis  should be sufficiently precise to
capture material differences in compensation policies with respect to individual named executive officers.  Refer to S ection II.B.1 of Commi ssion Release No. 33-
8732A.  In this regard, we note wide disp arities in the cash and option awards
made in fiscal 2007 to Messrs. Marr a nd Womble compared to those made to
Messrs. Miller and Moore.  We would exp ect to see a detailed analysis of how
and why the compensation of your highest -paid named executive officers differs
from that of the other named executive offi cers.  If policies or decisions relating
to a named executive officer are materially different than the other officers, this should be discussed on an individualized basis.
9. You provide minimal discussion and anal ysis of the effect of individual
performance on awards of cash bonuses and stock options.  Please provide additional detail and an analysis of how  individual performance contributed to
actual compensation for the named executive officers.  For example, disclose the elements of individual performance, both quantitative and qualitative, and specific
contributions the Committee and/or the Board of Directors considered in its
evaluation, and if applicable, how they we re weighed and factor ed into specific
compensation decisions.  See Item 402(b)(2)(vii) of Regulation S-K.
10. Please elaborate on the role of Mr. Marr in compensation processes and his input
during the crafting of compen sation packages to include  a discussion of whether
or not he makes recommendations to the Committee relating to measures, targets
and similar items that affect his compensation and the extent to which he attends Committee meetings.
11. We note your statement on page 16 that, from time to time, salaries, bonuses, and other compensation of your executive officers are evaluated by reference to nationwide comparisons.  It appears, ther efore, that you engage in benchmarking
executive compensation and that you should identify the companies that comprise your peer group and each benchmarked elemen t of compensation.  In this regard,
please tell us how you considered It em 402(b)(2)(xiv) of Regulation S-K.

Annual Cash Bonus Program, page 17
12. With respect to amounts awarded under th e 2007 EPS Bonus Plan, please address
how the Committee determined the specifi c awards based upon the achievement
or non-achievement of the relevant performance metrics.  We would expect to see a more focused discussion of your performance objectives and the extent to which

Mr. John S. Marr
Tyler Technologies, Inc.
November 18, 2008 Page 5
target or maximum levels of perf ormance goals were achieved and how
achievement of the various corporate perf ormance objectives and individual goals
resulted in specific payouts under the pla n.  Please refer to paragraphs (b)(1)(v)
and (b)(2)(v) and (vi) of Item 402 of Regulation S-K.
Executive Compensation

Summary Compensation Table, page 19
13. Please tell us why amount s awarded pursuant to the 2007 EPS Bonus Plan have
been included in the bonus column of your summary compensation table.  Awards
granted pursuant to non-e quity incentive plans should be included in the Non-
Equity Incentive Plan Compensation column.  Refer to Item 402(c)(1) and (c)(2)(vii) of Regulation S-K.

Grants of Plan-Based Awards in 2007, page 20
14. Awards granted pursuant to non-qualified incentive plans should be included in
the Estimated Future Payouts Under Non- Equity Incentive Plan Awards columns
of your grants of plan-based awards ta ble.  Refer to Item 402(d)(2)(iii) of
Regulation S-K.  As it appears amounts were awarded pursuant to the 2007 EPS
Bonus Plan, a non-equity incentive pla n, please tell us what  consideration you
gave to including this information in this table.
Potential Payments under Employment Contracts, page 22
15. Where appropriate, please describe and explain how the appropriate payment levels are determined under the circumst ances that trigger payments under the
employment agreements.  See paragraphs  (b)(1)(v) and (j)(3) of Item 402 of
Regulation S-K.  Also, in the compensa tion discussion and analysis, discuss how
these arrangements fit into your overall compensation objectives and affect the
decisions you made regardi ng other compensation elements and the rationale for
decisions made in connection with these arrangements.

Certain Relationships and Re lated Transactions, page 26
16. You state that you made $1.8 million in lease payments for office space owned by an entity in which the father and brot her of Mr. Marr, Jr. have an ownership
interest.  Please tell us the approximate  dollar amount of the interests of these
related persons’ in th is transaction.  Further, please  ensure that future filings
disclose this information, where required.  Refer to Item 404(a)(4) of Regulation S-K.

Mr. John S. Marr
Tyler Technologies, Inc.
November 18, 2008 Page 6
17. Future filings should include a discussion of your policies and procedures for the
review, approval, or ratification of any transaction required to be reported under
paragraph (a) of Item 404 of Regulation S-K.  While the material features of such policies and procedures will vary depe nding on the particular circumstances,
examples of such features may include , among other things, (i) the types of
transactions that are covered by such polic ies and procedures, (ii) the standards to
be applied pursuant to such policies a nd procedures, and (iii) a statement of
whether such policies and procedures are in writing and, if not, how such policies
and procedures are evidenced.  Refer to Item 404(b) of Regulation S-K.

Form 10-Q for the Fiscal Qu arter Ended September 30, 2008

Subsequent Event, page 11
18. We note that in October 2008 you ente red into a new revolving bank credit
agreement and a related pledge and secu rity agreement.  In preparing your
subsequent reports, consider discussing the impact of the covenants of these
agreements on Tyler’s ability to undertake  additional debt or equity financing
including, but not limited to, debt incu rrence restrictions and restrictions on
dividend payments.  If these covenants lim it, or are reasonably likely to limit,
Tyler’s ability to undertake financing to a material extent, you are required to
discuss the covenants in question and th e consequences of the limitation to its
financial condition and operating performance.   Refer to Section IV.C of Release
No. 34-48960.

Item 4.  Evaluation of Disclosure Controls and Procedures, page 20
19. Your disclosure does not appear to fully address whether your di sclosure controls
and procedures, as defined in Rule 13 a-15(e) under the Exchange Act, are
effective.  The rule requires that the disclosure controls and procedures be
“designed to ensure that information requi red to be disclosed by the issuer in the
reports that it files or submits under th e Act…is recorded, processed, summarized
and reported, within the time frames specified in the Commission’s rules and
forms,” and that they also be designed to  ensure that “information required to be
disclosed by an issuer . . . is accumu lated and communicated to the issuer’s
management . . . as appropriate to a llow timely decisions regarding required
disclosure.”  This comment also applie s to the evaluations of your disclosure
controls and procedures for the peri ods ending June 30, 2008 and March 31, 2008.
Please confirm, if true, that your disclo sure controls and procedures for the
relevant periods met all of the requirements of Rule 13a-15(e).
20. Please explain how your current disclosures comply with Item 308(c) of Regulation S-K.  Confirm, if true, that there were no changes in the registrant's
internal control over financial reporting th at occurred during the registrant's last

Mr. John S. Marr
Tyler Technologies, Inc.
November 18, 2008 Page 7
fiscal quarter (the re gistrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reas onably likely to materially affect, the
registrant's internal control over financ ial reporting.  Similar concerns apply to
your Forms 10-Q for the quarters ended March 31, 2008 and June 30, 2008.   Also, please confirm that you will revise your disclosures in future filings.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.

June 18, 2007

R oom 4561

Mr. Brian K. Miller
Senior Vice President and
Chief Financial Officer
Tyler Technologies, Inc.
5949 Sherry Lane, Suite 1400
Dallas, TX 75225

Re: Tyler Technologies, Inc.
 Form 10-K for the Fiscal Ye ar Ended December 31, 2006
 Filed March 1, 2007
File No. 001-10485

Dear Mr. Miller:

 We have completed our review of your Form 10-K and do not, at this time, have
any further comments.

        S i n c e r e l y ,

  Mark Kronforst
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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corresp

June 5, 2007

VIA EDGAR AND OVERNIGHT DELIVERY

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Attention:

    Mr. Mark Kronforst
Accounting Branch Chief

    Re:

    Tyler Technologies, Inc. (the “Company”)

Form 10-K for the Year Ended December 31, 2006

Filed March 1, 2007

File No. 001-10485

Dear Mr. Kronforst:

This letter is provided in response to the Staff’s comment letter dated May 23, 2007 addressed to
Mr. Brian K. Miller., Chief Financial Officer of Tyler Technologies, Inc. (the “Company”). We have
restated the Staff’s comment and the Company’s response follows.

Form 10-K for the Year Ended December 31, 2006

Financial Statements

Note 1. Summary of Significant Accounting Policies, page F-7

We note your response to prior comment number 4 and we do not believe that you have adequately
supported your conclusion that the products are similar and additional disclosure is not required
pursuant to paragraph 37 of SFAS 131. For example, it is unclear how a software product used by
law enforcement agencies for jail management is similar to one that is used by industry
professionals in property appraisal. Despite the common characteristic of your customers being
associated with local governments, it appears that your analysis regarding similarity may be overly
broad. Provide us with more detailed analysis of why you believe the following categories of your
solutions are similar in the context of paragraph 37.

    •

    Finance & Accounting;

    •

    Courts & Justice;

    •

    Public Safety;

Securities and Exchange Commission

June 5, 2007

Page 2

    •

    Appraisal and Tax;

    •

    Education Management;

    •

    Forms, Documents & Content Management; and

    •

    Land & Vital Records

Company response:

As indicated in our prior response, our products are software licenses, software services,
maintenance and support, and appraisal services. We disclose revenue for each of these
products on the face of the Consolidated Statement of Operations, and we believe such
disclosure meets the requirements of paragraph 37 of SFAS 131.

It appears that our use of the term “products” in MD&A was overly broad and may have
created some confusion. Our use of this term in MD&A was intended to provide the reader
with a fuller understanding of the types of software solution sets we offer to automate the
back offices of various departments within local governments. Each of these software
solution sets consists of a number of fully integrated application modules. We believe the
broad suite of software solution sets and related services we provide to local governments
forms a group of similar products for the following reasons:

    •

    Our software solutions are all designed to automate administrative functions of
offices within local governments. Many of the requirements among different
offices of local governments overlap and in fact, one software application may
serve the needs of multiple offices within a local government. For example, we
provide financial and accounting software to local governments, and we also
provide financial and accounting software (sometimes the same software) to their
respective public education institutions.

    •

    Our software solutions consist of a number of fully integrated application
modules. For example, our Education Management solutions contain financial and
accounting functions imbedded within the application. Therefore, Education
Management software also could be considered a Finance & Accounting product. In
addition, our Courts & Justice and Finance & Accounting applications contain
document management and imaging functionality.

    •

    We may also bundle many of our software solutions together for the local
government to complete the automation of their services in one large
implementation. This is due to the similarity in function of our software
solutions: that is, to automate the administrative functions of offices within
local governments.

Securities and Exchange Commission

June 5, 2007

Page 3

    •

    We do not manage our business by specific individual software solution sets, and
our accounting system does not accumulate consolidated revenues for each of the
solution sets listed in our MD&A and in your original comment. Instead we manage
our business by the same product categories as presented in the Consolidated
Statement of Operations. For example, the most significant driver of our business
is the number and size of software license sales. In addition, new software
license sales generally generate implementation services revenues as well as future
maintenance and support revenues.

    •

    We believe appraisal services revenues are dissimilar from our software
services revenue and therefore, we have historically presented appraisal services
revenues on the face of our Consolidated Statement of Operations.

For these reasons, we believe that our suite of software solutions for the local government
market comprises a group of similar products and services as intended under paragraph 37 of
SFAS 131.

However, after consideration of the SEC’s comment, we will expand our MD&A discussion in
future filings to include quantitative disclosure of the amounts and/or percentages of
license fee revenues for the software solution sets listed below. While we do not manage
our business by the individual products listed in the SEC’s question, we believe we can
configure our systems to provide approximate license revenue by the following categories:

    •

    Finance & Accounting and Education Management

    •

    Courts & Justice and Public Safety

    •

    Appraisal Services

    •

    Other

We believe that the first three categories constitute approximately 80 percent of total
license revenues, and that this expanded disclosure in MD&A will enhance the readers’
understanding of our operations.

If you have any questions or require any additional information with respect to the foregoing,
please contact me at (972) 713-3720. My fax number is (972) 713-3741.

Very truly yours,

Brian K. Miller

Senior Vice President and

Chief Financial Officer

Room 4561
      May 23, 2007

Mr. Brian K. Miller
Senior Vice President and
Chief Financial Officer
Tyler Technologies, Inc.
5949 Sherry Lane, Suite 1400
Dallas, TX 75225

Re: Tyler Technologies, Inc.
 Form 10-K for the Fiscal Ye ar Ended December 31, 2006
 Filed March 1, 2007
File No. 001-10485

Dear Mr. Miller:

We have reviewed your response letter dated May 9, 2007 and have the following
additional comment.  We may ask you to pr ovide us with supplemental information so
we may better understand your disclosure.  Pl ease be as detailed as necessary in your
explanation.  After reviewing this info rmation, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2006

Note 1.  Summary of Significant Accounting Policies, page F-7

Segment and Related Information, page F-11

1. We note your response to prior comment number 4 and we do not believe that you have adequately supported your conclu sion that the products are similar and
additional disclosure is not required pu rsuant to paragraph 37 of SFAS 131.  For
example, it is unclear how a software product used by law enforcement agencies for jail management is similar to one that is used by industry professionals in

Mr. Brian K. Miller
Tyler Technologies, Inc.
May 23, 2007 Page 2
property appraisal.  Despite the common characteristic of your customers being
associated with local governments, it appears that your analysis regarding
similarity may be overly broad.  Provide us  with a more detaile d analysis of why
you believe the following categories of your solutions are similar in the context of
paragraph 37:

• Finance & Accounting;
• Courts & Justice;
• Public Safety;
• Appraisal & Tax;
• Education Management;
• Forms, Documents & Content Management; and
• Land & Vital Records.

 Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your responses to our comments.

 You may contact Christine Davis, Sta ff Accountant at (202)  551-3408 or me at
(202) 551-3451 if you have questions regarding these comments.

Sincerely,

Mark Kronforst
       A c c o u n t i n g  B r a n c h  C h i e f

Room 4561
      April 26, 2007

Mr. John S. Marr
Chief Executive Officer and
President
Tyler Technologies, Inc.
5949 Sherry Lane, Suite 1400
Dallas, TX 75225

Re: Tyler Technologies, Inc.
 Form 10-K for the Fiscal Ye ar Ended December 31, 2006
 Filed March 1, 2007
File No. 001-10485

Dear Mr. Marr:

We have reviewed the above referenced filing and have the following comments.
Please note that we have limited our review  to the matters addr essed in the comments
below.  We may ask you to provide us with  supplemental information so we may better
understand your disclosure.  Please be as detail ed as necessary in your explanation.  After
reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2006

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations

Overview, page 20

1. We note your disclosure regarding several key performance indicators which you analyze in order to manage your business and evaluate your financial and operating performance.  Information regard ing several of these indicators does not

Mr. John S. Marr
Tyler Technologies, Inc.
April 26, 2007 Page 2
appear to be included within your disclo sures.  These include the number and size
of software license sales, customer ba se and churn, and various categories of
personnel expenses and the related headc ount.  Please tell us what consideration
you gave to providing quantitative disclo sure of these key indicators in your
MD&A.  See Section III.B.1 of SEC Re lease No. 33-8350 that indicates such
disclosure may be required.

Analysis of Results of Operations and Other, page 23

2. In the discussion of your results of opera tions, you refer to various factors that
have impacted results without quantif ying the impact of each factor.  For
example, you refer to several factors that contributed to the increases in software
licenses and services, but give no indication of the relative impact of each factor.
Please explain to us how you considered  Section III.D of SEC Release No. 33-
6835.

Financial Condition and Liquidity, page 29

3. You disclose that cash generated from ope rating activities is your primary source
of liquidity, yet your discussion of opera ting cash flow is limited to a discussion
of your year-end cash balances, days sa les outstanding, and one brief sentence
that refers to “additional maintenance customers and new contract signings.”
When preparing the discussion and analysis of operating cash flows, you should address material changes in the underlying drivers that affect these cash flows.
These disclosures should al so include a discussion of  the underlying reasons for
changes in working capital items that affect  the reconciliation from net income to
operating cash flows.  Please tell us how you concluded that your disclosures provide a sufficient basis for readers to  analyze the changes in your operating
cash flows and how you considered the guidance in Section IV.B.1 of SEC Release 33-8350.

Financial Statements

Note 1.  Summary of Significant Accounting Policies, page F-7

Segment and Related Information, page F-11

4. We note the disclosure on page 4 indi cating that you have four major “product
areas.”  Separately, we not e that your MD&A disclosu res include references to
how certain product areas impacted revenues.  In view of these disclosures, please tell us what consideration you have give n to quantifying revenue for these product
areas in accordance with  paragraph 37 of SFAS 131.

Mr. John S. Marr
Tyler Technologies, Inc.
April 26, 2007 Page 3
 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  Please submit all
correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  You may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cove r letter with any amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing any amendment and your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an inform ed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Christine Davis, Sta ff Accountant at (202)  551-3408 or me at
(202) 551-3451 if you have questions regarding these comments.

Sincerely,

Mark Kronforst
       A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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corresp

May 9, 2007

VIA EDGAR AND OVERNIGHT DELIVERY

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Attention:

    Mr. Mark Kronforst

    Accounting Branch Chief

    Re:

    Tyler Technologies, Inc. (the “Company”)

    Form 10-K for the Year Ended December 31, 2006

    Filed March 1, 2007

         File No. 001-10485

Dear Mr. Kronforst:

This letter is provided in response to the Staff’s comment letter dated April 26, 2007 addressed to
Mr. John S. Marr, Jr., President and Chief Executive Officer of Tyler Technologies, Inc. (the
“Company”). We have restated the Staff’s comments and the Company’s response follows each comment.

Form 10-K for the Year Ended December 31, 2006

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Overview, page 20

    1.

    We note your disclosure regarding several key performance indicators which you
analyze in order to manage your business and evaluate your financial and operating
performance. Information regarding several of these indicators does not appear to be
included within your disclosures. These include the number and size of software license
sales, customer base and churn, and various categories of personnel expenses and the
related headcount. Please tell us what consideration you gave to providing quantitative
disclosure of these key indicators in your MD&A. See Section III.B.1 of SEC Release No.
33-8350 that indicates such disclosure may be required.

Securities and Exchange Commission

May 9, 2007

Page 2

    Company response:

    In our filings, we disclose key performance indicator information when we believe a
material change or fluctuation has occurred between reporting periods and such information
would be important in providing investors with an understanding of our results of
operations. We are relying on the interpretive guidance provided in SEC Release Nos.
33-8530 and 33-6835 in making our disclosures. The examples provided to us in your comment
letter are illustrated and described further below in order to explain our consideration of
these specific disclosures:

    •

    In the past, we generally did not disclose the number and size of software license
sales unless there was a significant change. MD&A for “2005 compared to 2004”
included the number of software license contracts for a relatively new product,
Odyssey. In the “2006 compared to 2005” MD&A for the software services revenue
change, we disclosed the number of states in which we had sold Odyssey in order to
evidence market penetration of a newer product. In “2006 compared to 2005” we also
made reference to “winning larger contracts” as a factor in higher financial product
software license revenue but we did not disclose the amounts. Based upon the Staff’s
comments, we will disclose, beginning with our next Form 10-Q, the number and average
size of material new contracts signed during each quarter as well as the cumulative
year-to-date total.

    •

    We have historically disclosed our current customer base churn in Item 1 -
Description of Business. However, because our customer base churn percentage had not
changed significantly from prior years we did not disclose the figure again in MD&A.

    •

    We disclosed in narrative form headcount additions and reductions that we believed
important to the reader’s understanding of the operating trends. We disclosed as part
of the discussion of “Cost of Revenues and Gross Margins” that the material increase
in gross margin for appraisal services was due to organizational changes we made
during the second quarter of 2005 and also disclosed the total number of positions
eliminated in the next section “Restructuring Charge.” Moreover, we disclosed in
narrative form that additions to our training staff enabled us to deliver our backlog
at a faster rate. Also, our summary of key performance indicators explains that it is
normal for our appraisal staff to fluctuate as many of our appraisal projects are
seasonal in nature and that we employ appraisal personnel on a short-term basis to
coincide with the life of the project. We believe these disclosures adequately
communicated material trends to our investors; however, beginning with our next Form
10-Q, we will include in MD&A quantitative disclosure of total headcount for each
period.

Securities and Exchange Commission

May 9, 2007

Page 3

Analysis of Results of Operations and Other, page 23

    2.

    In the discussion of your results of operations, you refer to various factors that
have impacted results without quantifying the impact of each factor. For example, you
refer to several factors that contributed to the increases in software licenses and
services, but give no indication of the relative impact of each factor. Please explain to
us how you considered Section III.D of SEC Release No. 33-6835.

    Company response:

    As explained below, we believe that our disclosure is consistent with the requirements of
SEC Release No. 33-6835 and other applicable authoritative guidance. However, as discussed
in the last paragraph of this section, we intend to improve the overall quality of our
future disclosures by improving the depth of discussion in our disclosures of the results
of operations.

    We have included in our disclosure information to provide the reader with a meaningful
understanding of our business as a whole. To that end, we have identified each material
factor that contributed to the change in our software license and services revenues as well
as listed these factors in descending order of importance.

    Our primary basis for determining the effect on revenues pertaining to geographical
expansion is a review of the number of implementations and new contract signings occurring
in states in which we have recently begun to do business. However, our accounting systems
do not accumulate revenues by geographic area, which would be required to provide an
accurate quantitative disclosure of the revenue impact associated with geographical
expansion. Similarly, we can determine by analyzing material new contract signings and contracts
currently under implementation that the total average revenue per contract is increasing.

    To improve the overall quality of our disclosures regarding the relative impact of factors
that contribute to changes in software license and service revenues, we plan to include in
future filings, where appropriate, discussion of the number of new contract signings and
associated implementation activities in recently entered geographic areas as well as
quantify the average total contract revenue per customer arrangement for material new contract
signings.

Securities and Exchange Commission

May 9, 2007

Page 4

Financial Condition and Liquidity, page 29

    3.

    You disclose that cash generated from operating activities is your primary source of
liquidity, yet your discussion of operating cash flow is limited to a discussion of your
year-end cash balances, days sales outstanding, and one brief sentence that refers to
“additional maintenance customers and new contract signings.” When preparing the
discussion and analysis of operating cash flows, you should address material changes in
the underlying drivers that affect these cash flows. These disclosures should also
include a discussion of the underlying reasons for changes in working capital items that
affect the reconciliation from net income to operating cash flows. Please tell us how you
concluded that your disclosures provide a sufficient basis for readers to analyze the
changes in your operating cash flows and how you considered the guidance in Section IV.B.1
of SEC Release 33-8350.

    Company response:

    As explained in detail below, we believe that our disclosure is consistent with the
requirements of SEC Release No. 33-8350 and other applicable authoritative guidance. The
primary change in operating cash flows was driven by higher net income and non-cash
share-based compensation expense. These items were discussed in our Analysis of Results of
Operations. It should be noted that the aggregate changes in operating assets and
liabilities did not have a significant impact on cash provided by operations during 2006 as
the net change was an increase in cash of $463,000 compared to total cash provided by
operations of $26.8 million. The most significant line item change was accounts
receivable, which we discussed by providing information with regard to days sales
outstanding. In addition, the changes in accounts payable and accrued liabilities are
primarily the result of the timing of payments for these obligations and do not necessarily
represent an underlying change in the business or trend in the use of cash. The only other
impact on cash flow is depreciation and amortization which has remained fairly constant
from period to period. However, we intend to expand our disclosures regarding changes in
working capital in future filings.

Financial Statements

Note 1. Summary of Significant Accounting Policies, page F-7

    4.

    We note the disclosure on page 4 indicating that you have four major “product areas.”
Separately, we note that your MD&A disclosures include references to how certain product
areas impacted revenues. In view of these disclosures, please tell us what consideration
you have given to quantifying revenue for these product areas in accordance with paragraph
37 of SFAS 131.

Securities and Exchange Commission

May 9, 2007

Page 5

    Company response:

    As also discussed on page 4, we consider our primary sources of revenue to be software,
software services, maintenance and support and appraisal services, which are provided to a
single type of customer—local governments. We disclose revenue for each of these revenue
sources on the face of the income statement. Our software applications form a group of
similar products designed to automate various aspects of government operations. The
discussion of our “major product areas” is intended to give the reader a better
understanding of the areas of local government that our solutions automate. A local
government may purchase one or all of the various software applications we provide;
therefore, overall demand for our software and services is most relevant. Thus, our
discussion with respect to the impacts of certain product areas is generally qualitative as
opposed to focusing on specific products revenue areas, and we believe this disclosure
enhances the reader’s understanding of our results of operations.

Additionally, the Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in its
filings;

    •

    Staff comments or changes to disclosure in response to Staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

    •

    the Company may not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

If you have any questions or require any additional information with respect to the foregoing,
please contact me at (972) 713-3720. My fax number is (972) 713-3741.

    Very truly yours,

    /s/ Brian K. Miller

    Brian K. Miller

    Senior Vice President and

Chief Financial Officer

CORRESP
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February 9, 2006

Mr. Stathis Kouninis

Staff Accountant

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, DC 20549

VIA FAX AND EDGAR

Dear Mr. Kouninis:

Attached is supplemental information provided to clarify our response dated December 14, 2005 to
comment number 4 in the Staff’s comment letter dated November 17, 2005. This information is
intended to provide additional detail on how the Company determined the weighted average life for
acquired customer bases.

Additionally, the Company acknowledges that:

    •

    The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

    •

    Staff comments or changes to disclosure in response to Staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

    •

    The Company may not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

If you have further questions or require additional information, please contact me at (972)
713-3720. My fax number is (972) 713-3741.

Sincerely,

Brian K. Miller

Senior Vice President and

Chief Financial Officer

Tyler Technologies, Inc.

Supplemental Response

Comment No. 4 — Customer Life

Table 1

Calculation of Customer Lives

    Customer

    Annual

    Life

    Attrition

    Calculated

    Used for

    Rate per

    Customer

    Amortization

    Appraisal

    Life (years)

    (years)

    Report

    (Note A)

    (Note B)

    Division 1

    3
    %

    33

    20

    Division 2

    3
    %

    33

    20

    Division 3

    4
    %

    25

    25

    Division 4 (Note C)

    1
    %

    100

    20

    Division 5

    4
    %

    25

    25

    Division 6

    3
    %

    33

    20

Table 2

Calculation of Weighted Average Customer Life

    Customer

    Value

    Percentage

    Life per

    Weighted

    Assigned to

    of Total

    Table 1

    Life

    Customer

    Customer

    Above

    (years)

    Base

    Base Value

    (years)

    (Note D)

    Division 1

    $
    8,912

    37
    %

    20

    7

    Division 2

    $
    1,527

    6
    %

    20

    1

    Division 3

    $
    6,280

    26
    %

    25

    6

    Division 4

    $
    2,300

    9
    %

    20

    2

    Division 5

    $
    2,700

    11
    %

    25

    3

    Division 6

    $
    2,560

    11
    %

    20

    2

    $
    24,279

    100
    %

    22

    Note (A)

    The calculated customer life is the inverse of the annual customer attrition rate.
For example, if the customer attrition rate is 3% annually, then it would take
33 years to lose the entire customer base. If the attrition rate is 4%, it would
take 25 years to lose 100% of the customers.

    Note (B)

    Although the calculated customer lives based on historical customer
attrition rates were greater, we capped the life used for amortization at
the period over which we were amortizing goodwill.

    Note (C)

    The table on page 6 of our response letter dated December 14, 2005
contained a typographical error. The attrition rate for Division 4 per
the appraisal report was actually 1%, rather than the 8% rate shown
in the table in our previous response.

    Note (D)

    The weighted life is calculated by multiplying the percentage of total customer
base value times the customer life. The sum of the weighted averages is
22 years.

CORRESP
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December 14, 2005

VIA EDGAR AND OVERNIGHT DELIVERY

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, DC 20549

Attention: Mr. Brad Skinner

      Accounting Branch Chief

    Re:

    Tyler Technologies, Inc. (the “Company”)

    Form 10-K for the Year Ended December 31, 2004

    Filed March 10, 2005

    Form 10-Q for the Quarter Ended June 30, 2005

    Filed July 28, 2005

    Form 8-K

    Filed July 28, 2005

    File No. 1-10485

Dear Mr. Skinner:

This letter is provided in response to the Staff’s comment letter dated November 17, 2005 addressed
to Mr. John S. Marr, Jr., President and Chief Executive Officer of Tyler Technologies, Inc. (the
“Company”). We have restated the Staff’s comments and the Company’s response follows each comment.

Form 10-K for the Year Ended December 31, 2004

Item 8. Financial Statements and Supplementary Data

Consolidated Statement of Operations, page F-3

    1.

    We note your response to our previous comment number 4. The authoritative
literature, specifically Question 17 of the FASB Implementation Guide on Applying SFAS 86
and Item 302 of Regulation S-K, should be followed in classifying the amortization of
acquired software as a cost of revenue in your next ’34 Act filing.

Securities and Exchange Commission

December 14, 2005

Page 2

Company response:

Beginning with our next 1934 Securities Act filing, we will classify amounts charged for
the amortization of acquisition date software development costs to cost of revenue in our
consolidated statement of operations. We will continue to show amortization of other
acquisition date intangible assets in a single line item included in operating income. We
will also retroactively reclassify for all periods presented such amortization of
acquisition date software development costs as a component of cost of revenue.

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Segment and Related Information, page F-12

    2.

    We note from your response to our previous comment number 9 that the software and
service gross margin economic characteristic for Division Five appear to be significantly
dissimilar to the same characteristic of the other four divisions. In view of this please
tell us how you concluded that Division Five meets the aggregation criteria of paragraph
17 of SFAS 131 for the 2004 and 2005 reporting periods. For additional guidance refer to
Question No. 8 FASB Status Report December 31, 1998.

    Company response:

    All of our divisions develop and market to local government entities their proprietary
software products, together with related post-contract customer support (maintenance) and
implementation services. Division 5 also provides appraisal services, in addition to its
related tax and appraisal software products and implementation services. However, discrete
financial information, including operating expenses, identifiable assets, and capital
expenditures, are submitted on a combined basis by division, and not by product lines or
revenue category, to the CODM (Chief Operating Decision Maker) to use in assessing
performance and making resource allocation decisions. As summarized in our response letter
dated September 2, 2005, we continue to believe our divisions meet the aggregation criteria
for the reasons cited in that letter and expanded upon below.

    Division 5 was purchased in late 1999 with the knowledge we would be required to
significantly upgrade their existing software products to bring them in line with our other
divisions’ software products. The historical gross margin for software license reflects
the amortization of software development costs capitalized in connection with this effort.
These costs will become fully amortized in early

Securities and Exchange Commission

December 14, 2005

Page 3

2006 and we expect that Division 5’s
software license margins will be comparable to the other divisions’ in the foreseeable
future. Accordingly, if we compare software license gross margins for the six year period
ended December 31, 2004, on a basis that excludes the amortization of software development
costs, Division 5’s software license margin is 90%, which is comparable to the other
divisions’ gross margins of 86% to 93%. We believe our long-term software license margin
adjusted to exclude the effects of this amortization is a more accurate measure to evaluate
the economic characteristics of the divisions and to conclude they have essentially the
same future prospects. We generally amortize software development costs over five years
and development costs are dependent on the timing of new product
releases for which the impact on gross margins over a
longer period than our six year history ( four of our divisions were acquired in 1998 and
1999 and one division was acquired in 2003), would normalize across divisions. We expect
Division 5’s gross margin for software licenses will be approximately 78% and 80% in 2006
and 2007, respectively. These future gross margins are slightly lower than the other
divisions because Division 5 has recently integrated an enhanced third party software
product in its offerings for which it is expected the related gross margins will be lower
in the first couple of years of deployment. However, in years subsequent to 2007 the impact on
Division 5’s margins is expected to diminish, with a
resulting improvement in gross margin. Third party software gross margins are lower than
proprietary gross margins due to the related costs to the third party vendor.

Division 5’s long-term historical services gross margin is 25%, which is somewhat lower
than the other divisions’ long-term historical services gross margins of 29% to 36%. In
the first couple of years after the acquisition, Division 5 had higher maintenance costs
due to efforts to support its software products during those early years. Subsequent to
the deployments of product upgrades, Division 5’s historical services gross margins were
29% for 2003 and 26% for 2004. In May 2005, we restructured
Division 5 and significantly
reduced headcount. Following the restructuring, the historical services gross margin for the third quarter of 2005 for
Division 5 was 30%. Our estimated services gross margin for 2006 and 2007 are projected to
be approximately 28% and 29%, respectively, which are comparable to the other divisions.

We believe we have properly considered the FASB Staff Implementation Guides, Q&A
131-Segment Information: Guidance on Applying Statement 131. All of our divisions have
similar long-term average gross margins, sales trends, future prospects, and have similar basic characteristics regarding products, services, customers,
distribution and the like and therefore, meet the aggregation criteria. We do not believe
separate reporting of Division 5’s information as a separate segment is required or would
add significantly to an investor’s understanding of the Company.

Securities and Exchange Commission

December 14, 2005

Page 4

Concentrations of Credit Risk and Unbilled Receivables, page F-13

    3.

    We note your response to our previous comment number 10. Please revise your
disclosures to separately disclose the amount of unbilled receivables that are expected to
be collected after one year and provide a general description of the prerequisites for
billing this amount. Additionally address when the $536,000 retainage amount is expected
to be collected. See Rules 5-02 (3) (c) (2) and (4) of Regulation S-X.

    Company response:

    We propose to revise the second to last paragraph of “Concentration of Credit Risk and
Unbilled Receivables” included in footnote 1 to our summary of significant accounting
policies in our Form 10-K for the year ending December 31, 2005, to read substantially as
follows:

The termination clauses in most of our contracts provide for the payment for the
fair value of products delivered or services performed in the event of early
termination. Our property appraisal outsourcing service contracts can range up to
three years and, in one case, as long as six years in duration. In connection with
these contracts, as well as certain software service contracts, we may perform the
work prior to when the software and services are billable and/or payable pursuant
to the contract. We have historically derived such unbilled receivables (costs and
estimated profit in excess of billings) in connection with (1) property appraisal
services contracts accounted for using proportionate performance accounting in
which the revenue is earned based upon activities performed in one accounting
period but the billing normally occurs shortly thereafter and may span another
accounting period; (2) software services contracts accounted for using the
percentage completion method of revenue recognition using labor hours as a measure
of progress towards completion in which the services are performed in one
accounting period but the billing for the software element of the arrangement may
be based upon the specific phase of the implementation ; (3) software revenue for
which we have objective evidence that the customer-specified objective criteria has
been met but the billing has not yet been submitted to the customer; and (4) in a
limited number of cases, we may grant extended payment terms generally to existing customers with whom we have a long-term relationship and
favorable collection history. In addition, certain of our larger property
appraisal outsourcing contracts are required by law to have an amount withheld from
a progress billing (generally a 10% retention)

Securities and Exchange Commission

December 14, 2005

Page 5

until final and satisfactory project
completion is achieved, typically upon the completion of fieldwork or formal
hearings.

In connection with this activity, we have recorded unbilled receivables of $XX and
$10.0 million at December 31, 2005 and 2004, respectively, of which $XX and $1.1
million is expected to be collected after one year, with billing primarily
dependent on a fixed payment schedule based on specific calendar dates. We also
have recorded retention receivable of $XX and $1.7 million at December 31, 2005 and
2004, of which $XX and $536,000 is expected to be collected after one year, and
these retentions become payable upon the completion of our field work and formal
hearings. Unbilled receivables and retention receivables expected to be collected
in excess of one year have been classified as non-current receivables in the
accompanying consolidated balance sheets.

As outlined in our response letter dated September 2, 2005, we consider the total
retentions and unbilled receivables expected to be collected after one year to be
immaterial in relation to our balance sheet and our liquidity, as it represents only 2.1%
of total current assets at December 31, 2004. Accordingly, we propose that the disclosure
in our Form 10-K for the year ending December 31, 2005 include the expanded discussion as
to the prerequisites for such billing described above and, in our Form 10-K for the year
ending December 31, 2005, we will reclassify our December 31, 2004 balance sheet to reflect
the non-current receivables as long-term.

Note 7. Goodwill and Other Intangibles, page F-17

    4.

    We note your response to our prior comment number 11. We also note that you have
grown considerably, since the staff’s last review, through numerous purchase acquisitions.
Provide us with substantive objective evidence that supports a weighted average estimated
useful life of 22 years for your acquired customer intangibles.

    Company response:

    We engaged the services of a nationally recognized outside appraisal firm to assist us in
determining the value and life of the intangible assets acquired for each of our
significant acquisitions. The customer related intangible asset arising from each of our
significant acquisitions were generally valued using an income approach on the estimated selling expense savings over the estimated remaining life of the
active customers. In general, the average remaining life for the customer base was
estimated in the range of 20-25 years, which is generally the inverse of the attrition rate
that was estimated at the date of the acquisition. In

Securities and Exchange Commission

December 14, 2005

Page 6

each case, we assigned useful lives
for customer related intangibles that were equal to or shorter than those suggested by the
appraisal firm.

The attrition rate was based on discussions with division personnel and an analysis of the
available data for each of the acquired companies’ customer bases, and was derived from
information regarding lost customers during a period preceding the acquisition. For each
significant acquisition, an annual attrition rate was selected for the valuation of the
customer base. The selected attrition rate, or decline, factor was applied to the revenue
projection to reflect the gradual loss of customers.

Below
is a summary of information regarding our customer related intangibles, including
attrition rates used at the time of acquisition to estimate the customer related intangible
value.

    Initial

    Year

    Customer

    Company

    Year

    Related

    Was

    Acquired

    Intangible

    Attrition

    Formed

    By Tyler

    Value

    Rate

    (000’s
    )

    Division 1

    1962

    1999

    $
    8,912

    3
    %

    Division 2

    1981

    1998

    1,527

    3
    %

    Division 3

    1981

    2003

    6,280

    4
    %

    Division 4

    1981

    1998

    2,300

    8
    %

    Division 5

    1938

    1999

    2,700

    4
    %

    Division 6

    1978

    1999

    2,560

    3
    %

Securities and Exchange Commission

December 14, 2005

Page 7

     Our actual post-acquisition experience has been that customer attrition rates (measured by
non-renewal of maintenance contracts) remain very low and justify the amortization periods being
used. The table below summarizes our post-acquisition customer attrition experience:

    Cumulative

    Annual Maintenance

    Percentage

    Maintenance

    Value of Customers

    of Base

    Revenue

    Maintenance

    Lost Since

    Year

    Base Year

    Revenue

    Acquisition Through

    Maintenance

    2000*

    Year 2004

    November 2005

    Lost

    (000’s
    )

    (000’s
    )

    (000’s
    )

    Division 1

    $
    8,380

    $
    20,410

    $
    742

    8.9
    %

    Division 2

    6,349

    12,046

    194

    3.1
    %

    Division 3

    3,267

    4,067

    70

    2.1
    %

    Division 4

    7,570

    9,969

    566

    7.5
    %

    Division 5

    7,456

    7,555

    362

    4.9
    %

    Division 6

    1,346

    2,995

    55

    4.1
    %

    *

    Since all of our acquisitions except for one occurred in 1998 and 1999, we
used calendar year 2000 as a Base Year to benchmark attrition information about lost
customers generally from the date of acquisition. Division 3 Base Year is 2003
because it was acquired in December 2003.

The above table confirms that our customer attrition rates since the date the division was
acquired remain very low and the use of a long estimated useful life is reasonable based on
this experience. As highlighted in the chart above, we believe losing less than an
estimated cumulative 10% of our acquisition date maintenance in the post-acquisition period
further supports an extended useful life. A lower attrition rate results in a greater
number of post-acquisition years which need to be accumulated to derive the initial
customer base value using the income approach over the remaining life of the active
customers. Since an extended number of years were aggregated to derive the customer
related intangible value (well in excess of 22 years), we believe it is reasonable to use
an extended number of yea

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November 30, 2005

VIA EDGAR AND OVERNIGHT DELIVERY

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, DC 20549

    Attention:

    Mr. Brad Skinner

    Accounting Branch Chief

    Re:

    Tyler Technologies, Inc. (the “Company”)

    Form 10-K for the Year Ended December 31, 2004

    Filed March 10, 2005

    Form 10-Q for the Quarter Ended June 30, 2005

    Filed July 28, 2005

    Form 8-K

    Filed July 28, 2005

    File No. 1-10485

Dear Mr. Skinner:

Per our conversation today, the Company hereby requests an extension until December 15, 2005 to
respond to the Staff’s letter dated November 17, 2005. The reasons for this extension
request are due to the absence of key personnel during the Thanksgiving holiday, the
AICPA/SEC December conference, and the need to consult with our outside appraisal firm. Please
feel free to contact me if you have any questions or require any additional information with
respect to the foregoing request.

Very truly yours,

Brian K. Miller

Senior Vice President and

Chief Financial Officer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Room 4561
November 17, 2005

Mr. John S. Marr
President and Chief Executive Officer
Tyler Technologies, Inc.
5949 Sherry Lane
Suite 1400
Dallas, Texas 75225

      Re:	Tyler Technologies, Inc.
      Form 10-K for the Year Ended December 31, 2004
		Filed March 10, 2005
		Form 10-Q for the Quarter Ended June 30, 2005
		Filed July 28, 2005
      Form 8-K
		Filed July 28, 2005
      File No. 1-10485

Dear Mr. Marr,

      We have reviewed your response letter dated September 2,
2005,
as well as the filings referenced above, and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comments are inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

 Form 10-K for the Fiscal Year Ended December 31, 2004

Item 8. Financial Statements and Supplementary Data

Consolidated Statement of Operations, page F-3

1. We note your response to our previous comment number 4. The
authoritative literature, specifically Question 17 of the FASB
Implementation Guide on Applying SFAS 86 and Item 302 of
Regulation
S-K, should be followed in classifying the amortization of
acquired
software as a cost of revenue in your next `34 Act filing.

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies
Segment and Related Information, page F-12

2. We note from your response to our previous comment number 9
that
the software and service gross margin economic characteristic for
Division Five appear to be significantly dissimilar to the same
characteristic of the other four divisions.  In view of this
please
tell us how you concluded that Division Five meets the aggregation
criteria of paragraph 17 of SFAS 131 for the 2004 and 2005
reporting
periods. For additional guidance refer to Question No. 8 FASB
Status
Report December 31, 1998.

Concentrations of Credit Risk and Unbilled Receivables, page F-13

3. We note your response to our previous comment number 10.
Please
revise your disclosures to separately disclose the amount of
unbilled
receivables that are expected to be collected after one year and
provide a general description of the prerequisites for billing
this
amount.  Additionally address when the $536,000 retainage amount
is
expected to be collected. See Rules 5-02 (3) (c) (2) and (4) of
Regulation S-X.

Note 7. Goodwill and Other Intangibles, page F-17

4. We note your response to our prior comment number 11.  We also
note that you have grown considerably, since the staff`s last
review,
through numerous purchase acquisitions. Provide us with
substantive
objective evidence that supports a weighted average estimated
useful
life of 22 years for your acquired customer intangibles.

Form 8-K, filed October 27, 2005

5. In your response to our previous comment number 1 you indicate
that in future quarterly earnings press releases you will include
an
expanded explanation of the reasons why you believe the
presentation
of non-GAAP measures you use provide useful information to users
of
your financial statements.  However, your non-GAAP disclosures in
your press release filed on Form 8-K on October 27, 2005 do not
appear to include these expanded explanations.  Your non-GAAP
disclosures under Item 2.02 on Form 8-K should demonstrate the
usefulness of the non-GAAP measure.  In this regard, you must meet
the burden of demonstrating the usefulness of a performance
measure
that excludes recurring items.  Refer to Question 8, Frequently
Asked
Questions Regarding the Use of Non-GAAP Financial Measures.
Ensure
that you adequately disclose why each of the recurring items
excluded
are not relevant in assessing performance.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please submit all correspondence and supplemental materials on
EDGAR
as required by Rule 101 of Regulation S-T.  Please furnish a cover
letter that keys your responses to our comments and provides any
requested information.  Detailed cover letters greatly facilitate
our
review.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Stathis Kouninis, Staff Accountant, at (202)
551-3476, Marc Thomas, Senior Staff Accountant, at (202) 551-3452
or
me at (202) 551-3489 if you have any questions regarding these
comments.

							Sincerely,

							Brad Skinner
						Accounting Branch Chief
??

??

??

??

John S. Marr
Tyler Technologies, Inc.
November 17, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Room 4561
August 16, 2005

Mr. John S. Marr
President and Chief Executive Officer
Tyler Technologies, Inc.
5949 Sherry Lane
Suite 1400
Dallas, Texas 75225

      Re:	Tyler Technologies, Inc.
      Form 10-K for the Year Ended December 31, 2004
		Filed March 10, 2005
		Form 10-Q for the Quarter Ended June 30, 2005
		Filed July 28, 2005
      Form 8-K
		Filed July 28, 2005
      File No. 1-10485

Dear Mr. Marr,

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  After reviewing this information, we may or may
not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Year Ended December 31, 2004

Item 6. Selected Financial Data

1. We note that you present a non-GAAP measure (i.e. EBITDA) under
this item.  Please note that the "Other Data" information should
be
presented after your "Balance Sheet Data" information to avoid
giving
that disclosure prominence over GAAP information.  Additionally
tell
us how you have considered the requirement of Item 10(e)(i)(C) of
Regulation S-X in disclosing the reasons why you believe that
presentation of such non-GAAP financial measure provides useful
information to investors regarding your financial condition and
results of operations.

Item 7. MD&A and Analysis of Financial Condition and Results of
Operations

Critical Accounting Policies and Estimates, page 16

2. We note that your capitalized software development costs
represent
approximately 12% of your total 2004 assets.  Please explain to us
how you have considered SEC Release No. 33-8350 Section V in
determining whether you have made any accounting estimates or
assumptions related to your software capitalization policy where:

* The nature of the estimates or assumptions is material due to
the
levels of subjectivity and judgment necessary to account for
highly
uncertain matters or the susceptibility of such matters to change;
and

* The impact of the estimates and assumptions on financial
condition
or operating performance is material.

Analysis of Results of Operations and Other

Revenues, page 18

3. We note that appraisal services revenue consistently and
significantly declined over the three reported periods but it
appears
that you do not address this trend in your results of operations
section.  Please tell us how you have considered Item 303 (a) (3)
of
Regulation S-K and SEC Release No. 33-6835 Section III.B in
disclosing the trend of declining appraisal service revenues and
all
other material trends known to you that may affect your liquidity
and
the results of your future operations.

Item 8. Financial Statements and Supplementary Data

Consolidated Statement of Operations, page F-3
4. We note that you exclude acquisitions intangibles expense from
your cost of sales.  Considering that such amortization expense is
primarily due to acquired software and customer related intangible
assets that appear to be closely related with the generation of
revenue, explain why you believe that excluding such amortization
expenses from cost of sales results in a proper gross profit
presentation.  Please tell us how you considered paragraph 8 (i)
of
SFAS 142 and Question 17 of Staff Implementation Guidance on
applying
SFAS 86.

Notes to consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Revenue Recognition, page F-8
5. We note from your disclosures on page 16 that you derive
revenue
from multiple element arrangements but it is unclear to us how you
establish fair value for each of the elements of such
arrangements.
To the extent the revenue generated from multiple element
arrangements is material please provide the following:
* Identify the elements included in each material type of multiple
element transaction;
* Indicate how you determined that each element is a separate unit
of
accounting (refer to EITF 00-21); and
* Explain how the timing and amount of revenue attributable to
individual elements is determined.
6. You disclose on pages 16 and 17 that you occasionally reduce
your
contract price and you perform additional non-contractual services
for little or no incremental fee if the customer is dissatisfied
with
your products or services.  Please tell us the nature of the
products/services, the amounts recorded and the timing related to
such price concessions.  Additionally describe how price
concessions
affect your revenue recognition policy.

7. You disclose on page 16 that you record product warranty
provisions.  If such amounts are material, please explain the
material terms of such provisions, provide us with an analysis of
the
amounts accrued as compared to the amounts incurred for the period
reported and describe how these contingencies affect your revenue
recognition.  Additionally, tell us how you considered the
disclosure
requirements under paragraph 14 of FIN 45.

8. Please provide us with the following information for the
services
you recognize revenue based on the proportional performance
method:
* The nature and terms of the service;
* Any acceptance criteria and customer recourse if such criteria
are
not met;
* All deliverables and milestones;
* The timing of payment and whether such timing is associated with
deliverables or milestones; and
* A detailed description of input measures (i.e. hours worked and
materials consumed) you use to track progress and output measures
you
use to track deliverables.
Segment and Related Information, page F-12

9. It appears that you disclose more than one operating segment
under
your MD&A section on page 18.   You also state that there are a
number of operating subsidiaries and that separate segment data
has
not been presented as they meet the aggregation "criteria" as
permitted by SFAS 131.  Identify each operating
subsidiaries/segments
and provide financial information for each of these segments
(e.g.,
revenue, gross profit, and net income/loss).  Describe in detail
the
type of information included in reports reviewed by your CODM to
evaluate your business performance and to allocate resources among
operating subsidiaries/business units/operating segments.  Explain
how you have concluded that the aggregation criteria of SFAS 131
are
applicable (e.g. similar gross margin results by segment).  See
paragraph 17 of SFAS 131.

Concentrations of Credit Risk and Unbilled Receivables, page F-13

10. You disclose on page 16 that, occasionally, you give price
concessions to customers.  Also, as of December 31, 2004, you
disclose unbilled receivables of $11.7 million, which appear to be
material as compared to your total receivables.  Please tell us
how
you considered Rule 5-02 (3)(c)(3) of Regulations S-X in
disclosing
whether a portion of your unbilled amounts represent claims
subject
to uncertainty of their ultimate realization.  Additionally please
tell us how you considered disclosing the unbilled amounts that
are
expected to be collected after one year.  See Rule 5-02 (3)(c)(4)
of
Regulation S-X.

Note 7. Goodwill and Other Intangibles, page F-17

11. We note that you amortize customer related intangibles over a
period of 22 years.  Please discuss all the factors you considered
in
concluding that you will be able to derive benefit from the use of
such customer intangibles over, what appears an unusually long
period, of 22 years.

Form 10-Q for the Quarter Ended June 30, 2005

Item 4. Evaluation of Disclosure Controls and Procedures, page 14

12. Please confirm to us that you did not have any changes in your
internal controls over financial reporting that occurred during
the
second quarter of 2005 that have materially affected, or are
reasonably likely to materially affect, your internal control over
financial reporting.  Refer to Item 308(c) of Regulation S-K and
the
related Exchange Act Rule 13a-15(d).

Report on Form 8-K filed July 28, 2005

13. Disclosures within the press release should not make
references
to "pro forma" net income, "pro forma" earnings and "pro forma"
earnings per share and per diluted share.  The information you
have
presented throughout the press release should be referred to as
"non-
GAAP" and not "pro forma."  Pro forma has a different meaning as
defined by generally accepted accounting principles and SEC rules
that is significantly different than your presentation.  Refer to
Item 10(e)(ii)(E) of Regulation S-K.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please submit all correspondence and supplemental materials on
EDGAR
as required by Rule 101 of Regulation S-T.  Please furnish a cover
letter that keys your responses to our comments and provides any
requested information.  Detailed cover letters greatly facilitate
our
review.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Stathis Kouninis, Staff Accountant, at (202)
551-3476, Marc Thomas, Senior Staff Accountant, at (202) 551-3452
or
me at (202) 551-3226 if you have any questions regarding these
comments.

							Very truly yours,

							Craig Wilson
						Senior Assistant Chief Accountant
??

??

??

??

John S. Marr
Tyler Technologies, Inc.
August 16, 2005
Page 1

</TEXT>
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corresp

September 2, 2005

VIA EDGAR AND OVERNIGHT DELIVERY

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, DC 20549

    Attention:

    Mr. Craig Wilson

Senior Assistant Chief Accountant

         Re:

    Tyler Technologies, Inc. (the “Company”)

Form 10-K for the Year Ended December 31, 2004

Filed March 10, 2005

Form 10-Q for the Quarter Ended June 30, 2005

Filed July 28, 2005

Form 8-K

Filed July 28, 2005

File No. 1-10485

Dear Mr. Wilson:

This letter is provided in response to the Staff’s comment letter dated August 16, 2005 addressed
to Mr. John S. Marr, Jr., President and Chief Executive Officer of Tyler Technologies, Inc. (the
“Company”). We have restated the Staff’s comments and the Company’s response follows each comment.

Form 10-K for the Year Ended December 31, 2004

Item 6. Selected Financial Data

    1.

    We note that you present a non-GAAP measure (i.e. EBITDA) under this item. Please note that
the “Other Data” information should be presented after your “Balance Sheet Data” information
to avoid giving that disclosure prominence over GAAP information. Additionally tell us how
you have considered the requirement of Item 10(e)(i)(C) of
Regulation S-K in disclosing the
reasons why you believe that presentation of such non-GAAP financial measure provides useful
information to investors regarding your financial condition and results of operations.

Securities and Exchange Commission

September 2, 2005

Page 2

Company response:

We will exclude the use of EBITDA in future Form 10-K filings and other periodic reports.

We will continue to include EBITDA as a non-GAAP financial measure in our quarterly
earnings press releases with the appropriate reconciliations and explanations. In such
presentations, we will include an expanded explanation of the reasons why we believe the
presentation of this non-GAAP financial measure provides useful information to users of our
financial statements. We believe that EBITDA is widely used by investors, analysts, and
other users of our financial statements to analyze our operating performance and to compare
our results to those of other companies. In addition, we internally monitor and review
EBITDA on a consolidated basis as one of the metrics management uses to evaluate Company
performance.

Item 7, MD&A and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates, page 16

    2.

    We note that your capitalized software development costs represent approximately 12% of your
total 2004 assets. Please explain to us how you have considered SEC Release No. 33-8350
Section V in determining whether you have made any accounting estimates or assumptions related
to your software capitalization policy where:

    •

    The nature of the estimates or assumptions is material due to the levels of
subjectivity and judgment necessary to account for highly uncertain matters or the
susceptibility of such matters to change; and

    •

    The impact of the estimates and assumptions on financial condition or operating
performance is material.

Company response:

We did consider SEC Release No. 33-8350 Section V in developing our disclosures
regarding this critical accounting policy and its potential impact on our accounting policy
regarding software capitalization. Our software development cost includes both acquisition
related software and internally developed software to be sold. We believe our current disclosures
regarding the accounting estimates or assumptions related to our software capitalization
policy as provided on pages 16 and 17 are adequate because of the following:

    •

    Acquisition related intangibles, such as software, are valued with the
assistance of a nationally recognized outside appraisal firm.

Securities and Exchange Commission

September 2, 2005

Page 3

    •

    Establishment of technological feasibility is not highly subjective or
judgmental because we develop software to be sold by frequently leveraging our
existing software platforms or existing products. Many of our legacy products
have been in the market for 20 years or more and we generally do not commence
software development efforts without first determining that there is clear demand
for the product in the market.

    •

    Products developed to be sold are not considered to be completed until all
major business processes required of the product have been successfully deployed
in a “production environment” at a customer site. In addition, approval of
divisional management is necessary to confirm product development is completed,
and is subject to review by corporate management, including our chief technology
officer. Accordingly, we do not believe that determining when capitalization of
software costs ends is highly subjective or judgmental.

    •

    Our software products historically have long lives; therefore, the maximum life
of five years for newly introduced products is not considered high risk.

    •

    All of our customers are governmental agencies that have a history of retaining
our software products for long periods of time, which also supports a maximum
five-year product life.

    •

    Factors normally experienced in the software industry, such as the possible
introduction of competing products, the rapid pace of changes in technology and
the acceptance of the functionality of software by potential customers are all
considered less demanding in the government marketplace as it is generally very
risk averse.

    •

    We monitor customer churn for any indications of impairment. However,
historically we experience extremely low customer turnover due to the nature of
the local government market.

    •

    Our primary market for new products and enhancements is our existing customer
base. We believe our current disclosure regarding our impairment review process
provided on page 17 is adequate.

Securities and Exchange Commission

September 2, 2005

Page 4

Analysis of Results of Operations and Other

Revenues, page 18

    3.

    We note that appraisal services revenue consistently and significantly declined over the
three reported periods but it appears that you do not address this trend in your results of
operations section. Please tell us how you have considered Item 303 (a) (3) of Regulation S-K
and SEC Release No. 33-6835 Section III.B in disclosing the trend of declining appraisal
service revenues and all other material trends known to you that may affect your liquidity and
the results of your future operations.

    Company response:

    To detect trends that may affect our liquidity and results of future operations, we depend
on, among other things, quarterly reporting packages prepared by the divisions’ accounting
staffs and approved by senior division management, and on our quarterly financial and
operational review conferences. These conferences generally occur one to two weeks before
we release our Form 10-Q and approximately one month before we release our Form 10-K and
are attended by the chief executive officer, chief financial officer, in-house legal
counsel and senior division management. At these conferences each division head presents,
among other things, his division’s operating results, current forecast and potential new
business prospects.

    Appraisal services revenue increased 7% in 2002, and declined 20% and 9% in 2003 and 2004,
respectively. In order to explain the significant decrease in 2003 we included charts that
provided revenue and estimated completion dates for specific major appraisal services
contracts in our analysis of results of operations in our Form 10-Q and Form 10-K filings
for the periods from June 30, 2003 through June 30, 2004. These charts also enabled the
reader to determine that contracts signed in 2000 and throughout 2001 were being replaced
with generally smaller contracts and that the contract periods were extended over a longer
period of time. By the end of 2004, many of the larger contracts which began in 2000 and
2001 had been fully completed for a year and we dispensed with the chart in our analysis of
results of operations for the year ended December 31, 2004. We did note in our 2004 Form
10-K that larger appraisal contracts were discretionary in nature and that we had not been
successful in replacing them with similarly sized projects.

    In the first quarter of 2005, we first became informed that one of our largest new
appraisal services prospects lacked funding which will probably delay a contract award
until late 2005. In addition, in the first quarter of 2005, we reduced the

Securities and Exchange Commission

September 2, 2005

Page 5

probability assessment of two other prospective large contracts based on lack of progress
in the sales cycle. As a result, we added forward-looking information in our Form 10-Q for
the quarter ended March 31, 2005, indicating “the appraisal services business is driven in
part by revaluation cycles in various states and based on our new business pipeline, we
expect that appraisal services revenues will remain at historically low levels for several
quarters.” Disclosure regarding the decline in appraisal services revenue was also provided
in our Form 10-Q for the quarter ended June 30, 2005. We also issued a Form 8-K on
February 3, 2005 that provided earnings guidance and included a statement indicating that
we expected appraisal services revenues to decline 25% to 30% in 2005. Therefore, we
believe we identified the trend of declining appraisal services revenue sufficiently in our
2004 Form 10-K and through the information that has been provided currently in our Form
10-Q for the quarter ended March 31, 2005 and our Form 10-Q for the quarter ended June 30,
2005.

Item 8. Financial Statements and Supplementary Data

Consolidated Statement of Operations, page F-3" -->

    4.

    We note that you exclude acquisitions intangibles expense from your costs of sales.
Considering that such amortization expense is primarily due to acquired software and customer
related intangible assets that appear to be closely related with the generation of revenue,
explain why you believe that excluding such amortization expenses from cost of sales results
in a proper gross profit presentation. Please tell us how you considered paragraph 8 (i) of
SFAS 142 and Question 17 of Staff Implementation Guidance on applying SFAS 86.

    Company response:

    We first entered the government software technology sector in 1998. Our Company
currently consists primarily of divisions that were acquired since that time using the
purchase method of accounting. We have historically aggregated amortization from our
acquisition intangibles as a single line item outside of costs of revenue but within
operating profit. Such amortization included goodwill, customer-related intangibles,
software development costs, trademarks and other similar intangible assets. At the time
the decision regarding this presentation was made, we noted that other registrants had
aggregated acquisition date intangibles amortization and presented them as a single line item outside of
costs of revenue for a variety of reasons, one of which is to highlight the non-cash
aspects of this charge. Upon the adoption of SFAS 142, which no longer provides for the
amortization of goodwill, we continued our past practice described above. In our 2004 Form
10-K on page F-17, Note 7, entitled “Goodwill and Other
Intangible Assets,” we present our
estimated annual aggregate amortization expense relating to

Securities and Exchange Commission

September 2, 2005

Page 6

acquisition intangibles for each of the next five years. By separately presenting this
aggregate amortization in our consolidated financial statements, we believe we provide our
users with transparency regarding this amount and its impact on our present and future
operating performance.

For the six months ended June 30, 2005, our amortization expense for acquisition date
customer-related intangibles and for acquired software amounted to $976,000 with the
remainder allocated to amortizable trademarks. For the year ended December 31, 2004, our
amortization expense for acquisition date customer-related intangibles and for acquired
software amounted to $2.6 million with the remainder allocated to amortizable trademarks.
If we had included acquisition date customer-related intangibles and acquired software
amortization in cost of revenue, our gross profit margin for the six months ended June 30,
2004 and the year ended December 31, 2004 would have been 33.9% and 36.4%, respectively
compared to reported gross margins of 35.0% and 37.9%, respectively. The amortization
expense for customer related intangibles and for acquired software will be less significant
in 2005 and subsequent years. Based upon the relative materiality of this presentation,
the source of this amortization being from acquisitions, and the greater transparency our
past presentation provides, we conclude that no change should be made to our historical
presentations. If we consummate another acquisition for which amortization of acquired
software and customer related intangibles would materially affect our gross profit margins,
we will retroactively reclassify such amounts.

Notes to consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Revenue Recognition, page F-8

    5.

    We note from your disclosures on page 16 that you derive revenue from multiple element
arrangements but it is unclear to us how you establish fair value for each of the elements of
such arrangements. To the extent the revenue generated from multiple element arrangements is
material please provide the following:

    •

    Identify the elements included in each material type of multiple element
transaction;

    •

    Indicate how you determined that each element is a separate unit of accounting
(refer to EITF 00-21); and

    •

    Explain how the timing and amount of revenue attributable to individual elements is
determined.

Securities and Exchange Commission

September 2, 2005

Page 7

Company response:

We recognize revenue on our appraisal services contracts using the proportionate
performance method of accounting, with considerations for the provisions of EITF No. 00-21,
Revenue Recognitions with Multiple Deliverables. The balance of our revenue is related to
software arrangements and is recognized pursuant to the provisions of SOP 97-2, Software
Revenue Recognition, and its related interpretations. To further clarify the establishment
of vendor-specific evidence of fair value for delivered and undelivered elements using the
residual method, we will expand our revenue recognition policy discussion in our Form 10-K
for the year ended December 31, 2005 to include substantially the following:

We typically enter into multiple element arrangements, which include software
licenses, software services, and post-contract customer support (PCS) and
occasionally hardware. The majority of our software arrangements are multiple
element arrangements, but for those arrangements that include customization or
significant modifications of the software, or where software services are otherwise
considered essential to the functionality of the software in the customer’s
environment, we use contract accounting and apply the provisions of SOP 81-1.

If the arrangement does not require significant modification or customization,
revenue is recognized when all of the following conditions are met:

i. persuasive evidence of an
arrangement exists;

ii. delivery has occurred;

iii. our fee is fixed or determinable; and

iv. collectibility is probable.

For multiple-element arrangements, each element of the arrangement is analyzed and
we allocate a portion of the total arrangement fee to the elements based on the
fair value of the element using vendor-specific evidence of fair val

CORRESP
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[TYLER LETTERHEAD]

August 23, 2005

VIA EDGAR AND OVERNIGHT DELIVERY

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, DC 20549

Attn: Stathis Kouninis

    Re:

    Tyler Technologies, Inc. (the “Company”)

Form 10-K for the Year Ended December 31, 2004,

filed March 10, 2005

Form 10-Q for the Quarter Ended June 30, 2005,

filed July 28, 2005

Form 8-K, filed July 28, 2005

File No. 1-10485

Dear Mr. Kouninis:

Per our conversation today, the Company hereby requests an extension until September 2, 2005 to
respond to the Staff’s letter dated August 16, 2005. Please
feel free to contact me if you have any
questions or require any additional information with respect to the foregoing request.

Very truly yours,

Brian K. Miller

Senior Vice President

Chief Financial Officer