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)

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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	Â	  X	Â	Â
MSD Torchlight, L.P. 645 FIFTH AVENUE, 21ST FLOOR NEW YORK, NY 10022	Â	  X	Â	Â

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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