UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of ~~the~~

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1831, 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 1831, 2012, TRX, Inc. (“TRX”) and BCD Travel USA, LLC (“BCD”) executed Amendment 21 (the “Amendment”) to the ~~Amended and Restated Statement of Work~~ ~~Queue~~Software ~~Manager between TRX~~ and ~~Expedia,~~Services ~~Inc.~~Agreement ~~(“Expedia”),~~ dated ~~June 1, 2007 and amended on~~ January 1, ~~2011~~2009 (the “~~SOW~~Agreement”). The Amendment, effective December 1528, 2012, extends the term of the ~~SOW~~Agreement to December 31, ~~2014~~ 2013 and updates certain pricing and other terms under the Agreement.

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.~~	TRX, INC.
	~~(Registrant)~~	(Registrant)
Date: December 19, 2012	/s/ David D. Cathcart
Date: January 4, 2013		/s/ David D. Cathcart
	David D. Cathcart Chief Financial Officer
		David D. Cathcart
		Chief Executive Officer

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