UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1418, 2012

TRX, INC.

(Exact Name Of Registrant As Specified In Charter)

Georgia

000-51478

58-2502748

(State of Incorporation)

(Commission File No.)

(I.R.S. Employer

Identification No.)

2970 Clairmont Road, Suite 300

Atlanta, Georgia 30329

(Address of principal executive offices, including zip code)

(404) 929-6100

(Registrant’s telephone number, including area code)

Not applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e(4)(c))

Item 1.01 Entry into a Material Definitive Agreement

On December 1418, 2012, TRX, Inc. (“TRX”) executed Amendment 32 (the “Amendment”) to the Amended and Restated Statement of Work Queue Manager between TRX and Expedia, Inc. (“Expedia”), dated ~~January~~June 1, ~~2008~~2007 and amended on January 1, 2011 ~~and March 1, 2011~~ (the “SOW”). The Amendment, effective December 1015, 2012, extends the term of the SOW to ~~June~~ December 3031, 2014 ~~2013.~~and ~~TRX~~updates ~~does~~certain ~~not~~pricing ~~expect the Amendment to materially alter its previously disclosed expectations about its revenue trend from Expedia~~terms.

TRX does not expect the Amendment to materially alter its previously disclosed expectations about its revenue trend from Expedia.

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 hereunto duly authorized.

		TRX, INC.
		(Registrant)
Date: December 18, 2012		/s/ David D. Cathcart
Date: December 19, 2012		/s/ David D. Cathcart
		David D. Cathcart Chief Financial Officer

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