April 22, 2005

Mail Stop 0409

Robert O. Carr
Chairman and Chief Executive Officer
Heartland Payment Systems, Inc.
47 Hulfish Street, Suite 400
Princeton, NJ  08542

Re:	Heartland Payment Systems, Inc.
	Amendment No. 1 to Form S-1 filed on March 29, 2005
	File No.  333-118073

Dear Mr. Carr:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-1

General
1. We note your response to prior comment 2.  NASD rule 2720(a)(2)
provides that no member shall participate in a public offering if
the
member has a conflict of interest with the issuer.  KeyBank
Capital
Markets, one of your underwriters, is affiliated with KeyBank.  We
note from page 34 that you currently owe KeyBank $2.9 million
under
revolving lines of credit, a sum you intend to repay out of
proceeds
of the offering. We further note from pages 10 and 34 that your
are
registered with Visa and MasterCard through KeyBank and that
KeyBank
advances interchange fees to your merchants "so that during the
month
we build up a significant payable to KeyBank."  Please disclose
this
amount, as of the most recent date.  Supplementally, please tell
us
whether the NASD has been contacted regarding KeyBank`s
involvement
and whether it has any objections.  Include all correspondence
between KeyBank and the NASD as it relates to this offering.  We
note
from your response to our original comment that your debt to
KeyBank
does not exceed 10% of the expected proceeds of this offering.
However, we fail to see how this relates to the guidelines set
forth
in NASD rule 2720(b)(7) which, in any event, do not represent the
only times that a conflict of interest may be found, but merely
those
instances in which one shall be presumed.
2. We note that in response to several prior comments (including
50,
81 and 82) you decline to disclose information due to its
confidential nature.  Supplementally, please provide us with this
information so that we may review it.  If you consider it to be
immaterial, please explain why.  If you consider it to be
confidential, you may request confidential treatment for that
portion
of your response.  We note that amounts owing to KeyBank or its
affiliates would appear to be material to investors in order to
consider potential conflicts of interest between you and one of
your
underwriters.

Summary, page 1
3. In order to provide balanced disclosure of the Nilson Report
results, please make it clear on page 1 that you represented only
1%
of the bank card processing market in 2003 and were only 60% as
large
as the seventh-ranked provider.

Our Business, page 1
4. We note from page 2 your disclosure of losses in 2000 and 2001.
It appears to us from page 7 of your amended S-1, and page 20 of
your
original S-1, that you also incurred losses in 1999 and 2002.
Please
disclose these losses, as well as your total losses since you
began
operations (through your predecessor) in 1997.  In order to
balance
your discussion of "growth" in the 1999-2004 time period, please
make
it clear that you incurred losses in four of these six years.
Also,
please make it clear, from page 7, that 2004 net profit fell
roughly
53% from 2003. In the alternative, you may omit discussion of your
financial results here in favor of the more detailed treatment in
your MD&A.

Risk Factors, page 8

Risks Relating to Our Business, page 9

We rely on a bank sponsor..., page 10
5. We note that you are not currently subject to any notice of
non-
compliance.  Please remove this mitigating language from your risk
factor.  However, you should disclose whether you have, in the
past,
been subject to such a notice.

If we are unable to attract and retain qualified sales people...,
page 12
6. We note your response to prior comment 33.  Please disclose
here
that you intend to "significantly" increase the size of your
commission-based sales force.

If we cannot pass increases in bank card association interchange
fees
along to our merchants..., page 12

7. We note your response to prior comment 34, and we note that you
disclose the increase for the month of April 2004.  Please
disclose
the annual percentage change for 2004.

Risks Relating to This Offering, page 14
8. We note your response to prior comment 36 and hereby reissue
the
comment.  KeyBank Capital Markets, one of your underwriters, is
affiliated with KeyBank.  We note from page 34 that you currently
owe
KeyBank $2.9 million under revolving lines of credit, a sum you
intend to repay out of proceeds of the offering. We further note
from
pages 10 and 34 that you are registered with Visa and MasterCard
through KeyBank and that KeyBank advances interchange fees to your
merchants "so that during the month we build up a significant
payable
to KeyBank."  Your relationship with KeyBank is significant and
strategic and a discussion of potential conflict of interest
related
to the due diligence obligation of an affiliated underwriter
appears
both relevant and material.  Please revise.

MD&A, page 22

Critical Accounting Policies, page 23

Accrued Buyout Liability, page 24
9. We note that you intend to make significant buyout payments in
the
future.  Please explain why.  Also, please provide some measure of
your expected payments in your liquidity discussion on page 33.

Results of Operations, page 28
10. We note your response to the third bullet point of prior
comment
57.  Where relevant, please disclose and discuss the number of
your
salespeople meeting their goals and increasing production from
prior
periods, as measures of productivity.



Liquidity and Capital Resources, page 33
11. We note that you discuss earnouts in connection with the
purchase
of Welsch Financial Merchants on page 30.  Please revise to
describe
past and any future earnouts.
12. We note your response to prior comment 67.  Please quantify
the
covenants regarding the operating cash flow to total fixed charges
ratio and the measure of total funded debt to EBITDA.

Business, page 36

Intellectual Property, page 57
13. We note your response to prior comment 74.  Please revise to
provide all of the information called for by Item 101(c)(iv) of
Reg.
S-K.  Identify each of your material trademarks and any patents.
With
respect to pending trademark and patent applications, please
describe
them in more detail and explain the "importance" of each one to
your
business.  Also, please discuss your rights to use the Heartland
name
and any limitations or conditions on this.

Segmentation of Merchants and Service Providers, page 39
14. We note your response to prior comment 78 and the additional
material dated April 13, 2005. We have the following comments:

* Please provide us with a highlighted copy of the report by the
National Restaurant Association discussed on page 36.
* We are unable to locate the support for the bulleted information
on
page 38; please revise or advise us.
* We are unable to locate the support for the information from
Nellie
Mae, the Bureau of Labor Statistics and the National Restaurant
Association, as discussed on page 40.
* We are unable to locate the support for the information from the
National Restaurant Association on page 42.
* Please provide us with supplemental support for the statement on
page 45 that smaller merchants lack scale to "remain competitive."
Disclose your definition of "smaller" and what you mean by "scale"
in
this context.

Strategy, page 43
15. We note your response to prior comment 79.  Where you have
specific timelines for strategies discussed in this section,
please
disclose them, to the extent the cost of such strategies
(individually or in the aggregate) may be material.

Relationships with Sponsors and Processors, page 50
16. We note your response to prior comment 82.  Please disclose
the
fees paid to KeyBank on a supplemental basis so that we may better
assess its relevance and materiality.  We may have additional
comments.  We note that a KeyBank affiliate is underwriting this
offering and potential sources of conflicts of interest must be
disclosed thoroughly.

Third Party Processors, page 51
17. We note your response to prior comment 86.  Please
supplementally
tell us the total amount of fees in connection with the minimum
number or volume payments and the amount of the termination fee.
We
may have further comment.  Please note that disclosure required by
Item 303 of Reg. S-K, or any other disclosure requirement is
generally not an appropriate subject for confidential treatment,
regardless of the availability of an exemption under FOIA. Staff
Legal Bulletin No. 1.

Management, page 58
18. Where relevant, please describe the makeup of the board of
directors and when directors are subject to re-election.

Related Party Transactions, page 68
19. We note your response to prior comments 94 and 95.  Please
disclose the business reasons for paying the expenses associated
with
the March 2003 private sale of 185,000 shares by your CEO.  Also,
please quantify these expenses.  Further, please describe the
original issuance of the 185,000 shares to Carr Holdings under the
Recent Sales section.
20. We note that in October 2004, your former President sold
64,500
shares of common stock back to you.  Please disclose the business
reason for this repurchase.
21. We note that on November 17, 2004, Carr Holdings sold an
aggregate of 54,000 shares of common stock to Greenhill Capital
and
LLR Equity.  Please describe the original issuance to Carr
Holdings
in the Recent Sales section.  Supplementally, please also tell us
the
exemption from registration for the private sale between Carr
Holdings and Greenhill Capital and LLR Equity, and the facts
relied
upon to make the exemption available. Please also disclose any
transaction costs that were paid for by the company.

Principal Stockholders, page 69
22. We note your response to prior comment 97; however, we reissue
our previous comment.

Description of Capital Stock, page 72

Voting Agreement, page 73
23. Please disclose the status of this agreement, as it appears
from
page 69 that Mr. Carr`s affiliates no longer hold in excess of 50%
of
your outstanding shares.

Underwriting, page 78
24. We note your response to prior comment 103.  Please disclose
that
you have reserved 5% of the offering for the directed share
program,
as stated in your response.  Please also disclose that the shares
are
subject to lock-up agreements and briefly describe the lock-up
agreements.
25. We note your responses to prior comments 104 and 105.  Please
revise to disclose that the prospectus in electronic format will
be
made available on the website maintained by i-Deal, as stated in
your
responses.

Financial Statements
26. We note your response to prior comment 123.  You state that
you
have requested confidential treatment for the memo in Appendix 3.
In
the future, please conform your requests for confidentiality to
the
requirements set forth in Rule 83.  See also
http://www.sec.gov/foia/conftreat.htm.

Information Not Required in Prospectus

Recent Sales of Unregistered Securities, page II-2
27. With respect to issuances of options, please provide us
supplementally with a schedule of issuances and other financial
information necessary to demonstrate compliance with Rule 701(d)
of
Reg.  Also, with respect to issuances of options to "consultants,"
please provide us supplementally with all information necessary to
demonstrate compliance with Rule 701(c)(1).
Directed Share Program Materials

Directed Share Program: Ladies and Gentlemen

What Do I Need To Do To Participate in the Program?
28. We note that you are soliciting indications of interest.
Please
revise to include the information required by Rule 134(d).

When can I sell my Shares?
29. We note that you will require participants to sign lock-up
agreements before they purchase shares.  Please revise to state
that
the lock-up agreement is contingent on the investor purchasing in
the
offering and does not mean that the investor is in any way
obligated
or committed to purchase shares in the offering.

How and When Do I Pay For My Shares?
30. Please revise to clarify that investors are not obligated to
purchase shares in the offering.


Other

      As appropriate, please amend your registration statement in
response to our comments.  You may wish to provide us with marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendments that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Josh Forgione at 202-824-5464 or Steve
Jacobs
at 202-824-5222 if you have questions regarding comments on the
financial statements and related matters.  Please contact Geoffrey
Ossias at 202-824-5331 or the undersigned at 202-942-2987 with any
other questions.


Sincerely,



Peggy Y. Kim
Senior Counsel


cc:	Nancy I. Prado, Esq. (via facsimile)
	DORSEY & WHITNEY LLP
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Heartland Payment Systems, Inc.
April 22, 2005
Page 1