TRANSAX INTERNATIONAL LIMITED
                      7545 Irvine Center Drive, Suite 200
                           Irvine, California 92618
                              Tel: (949) 623-8316


February 14, 2005


VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Re:   Transax International Limited
      Form SB-2 Registration Statement filed on December 28, 2004
      File No. 333-121689

Ladies and Gentlemen:

      Pursuant to Rule 477(a) under the General Rules and Regulations under the
Securities  Act  of  1933,  as  amended  (the "1933 Act"), please consider this
correspondence  as  an  application  to  the  U.S.   Securities   and  Exchange
Commission (the  "SEC")  for an order permitting Transax International  Limited
(the "Registrant") to withdraw  the  Registration Statement on Form SB-2, filed
by the Registrant on December 28, 2004 (the "Registration Statement").

      No securities were sold in connection  with  the  Registration Statement.
The Registrant respectfully requests that, in accordance with the provisions of
Rule  477(a)  under the 1933 Act, the SEC issue an order granting  the  desired
withdrawal.



                                    Sincerely,

                                    /s/ Stephen Walters

                                    Stephen Walters
                                    President and Chief Executive Officer