UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

(Amendment No. 1 )







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2009

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from              to

Commission File No. 000-51478





TRX, INC.

(Exact name of registrant as specified in charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Georgia                                                        |  | 58-2502748                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|                                                               | 
|2970 Clairmont Road, Suite 300, Atlanta, Georgia               |  | 30329                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Issuers telephone number, including area code: (404) 929-6100





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                |  |                           |  |  
|----------------------- |  | ---------------------------------------------- |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                              |  | Accelerated filer         |  |  ̈
|                        |  |                                                | 
|Non-accelerated filer   |  |  ̈  (Do not check if a small reporting company) |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

The number of shares of the registrants common stock, $0.01 par value, outstanding at April 14, 2010 was 18,466,271 shares.









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EXPLANATORY NOTE:

On August 14, 2009, TRX, Inc. filed its Quarterly Report on Form 10-Q for the period ended June 30, 2009 (the Form 10-Q) which
included Amendment 3 to the Amended and Restated Master Agreement, as amended (the Amendment), entered into on May 20, 2009 and effective as of January 1, 2009, by and between TRX Technology Services, L.P. and BCD Travel USA
LLC (filed as Exhibit 10.1 thereto). The sole purpose of this Amendment No. 1 to our Form 10-Q is to refile the Amendment to include previously redacted text. No changes to the Quarterly Report have been made.



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|Item 6. | Exhibits
|------- | --------



|            |  |                                                                                                                                                                                                                                                    
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
No. |  | Description                                                                                                                                                                                                                                        
|            | 
|10.1        |  | Amendment 3 to the Amended and Restated Master Agreement between TRX Technology Services, L.P. and BCD Travel USA LLC (formerly known as WorldTravel Partners I, LLC), effective as
of January 1, 2009. *                                         
|            | 
|31.1        |  | Certification of H. Shane Hammond, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed as Exhibit 31.1 to our Quarterly Report on Form 10-Q,
filed on August 14, 2009 and incorporated herein by reference). 
|            | 
|31.2        |  | Certification of David D. Cathcart, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed as Exhibit 31.2 to our Quarterly Report on Form 10-Q,
filed on August 14, 2009 and incorporated herein by reference).
|            | 
|32.1        |  | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed as Exhibit 32.1 to our Quarterly Report on Form 10-Q, filed on August 14, 2009 and incorporated herein
by reference).                                               



| | Filed herewith.
|- | ---------------

|* | Confidential treatment requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange
Commission.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



|                      |  |  |  |           |  |                                                                     
|--------------------- |  |  |  | --------- |  | --------------------------------------------------------------------
|                      |  |  |  | TRX, INC.
|                      |  |  | 
|Dated: April 15, 2010 |  |  |  | By:       |  | /S/    DAVID D.
CATHCART                                            
|                      |  |  |  |           |  | David D. Cathcart                                                   
|                      |  |  |  |           |  | Chief Financial Officer
(principal financial and accounting officer)