Mail Room 4561

      October 7, 2005

Stephen P. DeSantis
Chief Financial Officer and Secretary
TCI Solutions, Inc.
17725 Skypark Circle
Irvine, California 92614

      Re:  	TCI Solutions, Inc.
		Schedule 13E-3, as amended
      Filed on September 9, 2005
      File No. 5-55375
      Preliminary Schedule 14A, as amended
      Filed on September 9, 2005
      File No. 0-49783

Dear Mr. DeSantis:

      We have reviewed your amended filings and have the following
comments.  Where appropriate, please file a revised proxy
statement
to give effect to these comments.


Preliminary Proxy Statement on Schedule 14A, as amended

Summary Term Sheet

What does TCI`s board of directors recommend?

1. We note your response to prior comments 3 and 18.  Provide
comparable disclosure for each filing person.  We are unable to
locate any disclosure regarding RTLX LLC, Survivor RTLX LLC or
Retalix Holdings, Inc.  Also, the disclosure for Retalix, Inc.
does
not separately address fairness to unaffiliated holders or the
disclosure required by Item 1014 of Regulation M-A.

2. We are unable to locate the discussion for each filing person
required by Item 1013(d) of Regulation M-A.  Please consider
instructions 2 and 3 to Item 1013 of Regulation M-A when providing
the disclosure.


Position of TCI as to the Fairness of the Merger, page 18

3. Please refer to prior comment 11 from our letter dated August
18,
2005.  You amended your disclosure regarding the valuation of
comparable software companies to discuss two of the criteria used
to
select the six named comparable acquisitions.  However, your
description of these transactions does not include an explanation
of
why the other companies are deemed comparable, you simply refer to
them as "comparable acquisitions."  Please revise to explain in
detail why management came to the conclusion that these companies
and
transactions were comparable to TCI and this transaction.  You
should
focus on the similarities of the named companies and transactions
to
TCI and this transaction as well as the material differences
between
them.  Your discussion should provide investors with sufficient
information to evaluate the basis for your conclusion that these
transactions are "comparable acquisitions."

4. To the extent known, quantify the liquidation value.  If the
board
did not determine a liquidation value, expand your disclosure to
address why liquidation value was not considered.  Refer to
Exchange
Act Release No. 17719, April 13, 1981.

5. Refer to prior comment 4. We note your statement on page 23
that
"for the reasons set forth in the proxy statement" the current
board
believes the merger is fair. This document must clearly set forth
all
factors the board considered in assessing fairness, and how it
analyzed them to reach its conclusion.  It remains unclear what
factors the current board considered in making its fairness
determination.  The board must make a fairness determination
addressing the points set forth in Item 1014 of Regulation M-A.
Refer
to Exchange Act Release No. 17719, April 13, 1981.

Position of Retalix as to the Fairness of the Merger, page 29

6. We note your response to prior comment 19.  Explain to us with
greater specificity the role played by Citigroup in preparing
management`s report.  From the description of Citigroup`s work
provided in response to comment 19, we continue to believe it was
"materially related" within the meaning of Item 1015 of Regulation
M-
A.  Note that Item 1015 of Regulation M-A encompasses both oral
and
written "reports," so that where no written materials were
provided
by the fairness advisor, it requires you to summarize the oral
contacts that are materially related to this transaction.  In
addition, we are unable to locate the projections prepared by TCI
referred to in your response.  Please advise.

*      *      *      *      *


      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      Please direct any questions to Stathis Kouninis at (202)
551-
3476 or Stephen Krikorian, Branch Chief - Accounting, at (202)
551-
3488 on the financial statements and related matters.  Please
contact
Rebekah Toton at (202) 551-3857 or Mark P. Shuman, Branch Chief -
Legal, at (202) 551-3462.  In their absence, you may contact me at
(202) 551-3735.

								Sincerely,



								Barbara C. Jacobs
								Assistant Director

cc:	Via Facsimile: (714) 979-1921
      Michael G. McKinnon, Esq.
      Chris Manderson, Esq.
      Paul, Hastings, Janofsky & Walker LLP
      Telephone: (714) 668-6200
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Stephen P. DeSantis
TCI Solutions, Inc.
October 7, 2005
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