Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  MSD CAPITAL L P
2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2006
3. Issuer Name and Ticker or Trading Symbol
TYLER TECHNOLOGIES INC [TYL]
(Last)
(First)
(Middle)
645 FIFTH AVENUE, 21ST FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10022
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.01 per share 4,049,923
I
See Footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MSD CAPITAL L P
645 FIFTH AVENUE, 21ST FLOOR
NEW YORK, NY 10022
    X    
MSD Torchlight, L.P.
645 FIFTH AVENUE, 21ST FLOOR
NEW YORK, NY 10022
    X    

Signatures

MSD Capital, L.P., By: MSD Capital Management LLC, its general partner, By: /s/ Marc R. Lisker, Manager and General Counsel 02/13/2006
**Signature of Reporting Person Date

MSD Torchlight, L.P. By: MSD Capital, L.P., its general partner, By: MSD Capital Management LLC, its general partner, By: /s/ Marc R. Lisker, Manager and General Counsel 02/13/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This form is filed on behalf of MSD Capital, L.P., a Delaware limited partnership ("MSD"), and MSD Torchlight, L.P., a Delaware limited partnership ("Torchlight"). Torchlight is the record and beneficial owner of 4,049,923 shares (the "Shares") of common stock of Tyler Technologies, Inc. MSD is the general partner of Torchlight, and therefore may be deemed to be the indirect beneficial owner of the Shares. MSD Capital Management LLC is the general partner of MSD.

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