July 11, 2005

Mail Stop 4561

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. 2 to Form S-1 filed on May 2, 2005
	Amendment No. 3 to Form S-1 filed on June 27, 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
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 press release dated June 14, 2005 where you state
that "Heartland has experienced rapid growth in the restaurant
industry over the past several years, as well as achieving
significant penetration in the hotel and retail markets."  We note
that in the prospectus you discuss the lodging market, rather than
the hotel market.  Please revise the business section to further
describe what you mean by the "lodging" market.  In addition, we
note
that on page 40 you state that only 4.5% of your merchants were
lodging establishments.  In addition, on page 56, it appears that
your processing volume for the lodging market has remained at 7%
for
the past two years.  Please tell us why the statement in the press
release does not act to condition the market.  In addition, please
address the timing of the press release and explain whether or not
the press release was consistent with past publicity practices.

Summary, page 1
2. We note your estimate of annualized processing volume.  Please
explain how you arrived at this estimate and, in your disclosure,
make it clear in the same paragraph that there is no guarantee
that
your processing volume for 2005 will come in at this level and may
in
fact be less, which would impact your revenues.
3. We note that in the first quarter of 2005 your loss rate rose
by
nearly 10% to 0.44 basis points. Please quantify this loss,
disclose
the losses for 2002, 2003 and 2004 and consider in your MD&A any
evident trends.  Also, please make it clear in this paragraph that
you are not providing a projection of future losses, which could
be
higher than past losses, and that any increase in losses would
impact
your revenues.

Our Competitive Strengths, page 2
4. On page 3, please provide us with support for your assertion
that
your operating structure allows for lower incremental costs as you
grow processing volume.

Challenges We Face, page 3
5. Please identify your key competitors here.
6. Please discuss risks related to fraud involving the
unauthorized
use of customer card numbers and the theft of personal
information.
In this regard, we note from page 10 that your merchants have
experienced "data security failures."  On page 10, please describe
those failures in more detail, including what information was
compromised and how many accounts were affected.

MD&A, page 22

Critical Accounting Policies, page 23

Capitalized Customer Acquisition Costs, page 23
7. Please disclose the total amount of signing bonus for each
period.
Also, please discuss the meaning for investors of adjustments to
your
signing bonus.  For instance, it appears to us that increasing
negative adjustments (at least as a percentage of total bonus)
suggests that merchant contracts are not performing as well as
anticipated.


Accrued Buyout Liability, page 24
8. Please discuss in detail what is required in order for a sales
person to "vest" and explain precisely what vesting entails (i.e.,
a
right to future commissions on a contract).
9. We note your response to prior comment 9.  Please revise to
explain in more detail why it makes financial sense to buy out a
future obligation.  Please discuss the risk (here and in risk
factors) related to the possibility that the merchant relationship
may terminate prior to recouping the upfront cost of the buyout.
Also, please discuss how long it takes you, on average, to recoup
this cost.
10. We note that buyout payments went down from 2002 to 2004.
Please
explain why.


Liquidity and Capital Resources, page 37

11. Customer acquisition costs and changes in your accrued buyout
liability have a significant impact on cash flows generated by
operating activities from period to period.  As such, please
revise
your discussion of operating cash flows to discuss the underlying
drivers for changes in this asset and liability in each period.

Qualitative and Quantitative Disclosure About Market Risk, page 39
12. We note your response to prior comment 1, seeking information
about your current payable to KeyBank.  Please tell us why this
information does not appear in your discussion of contractual
commitments or amend accordingly.

New Accounting Standards, page 39

13. Your disclosure in the last sentence of the second paragraph
appears to be inconsistent with your disclosure on page 25 that
the
fair value method would result in a reduction to net income for
the
year ended December 31, 2004 and the three months ended March 31,
2005.  Please revise your disclosure accordingly or advise us.
Related Party Transactions, page 72
14. Please describe any issuances to your officers and directors
under your directed share program in which the value of the shares
exceeds $60,000.

Principal Stockholders, page 74
15. We note your response to comment 22.  Please revise to furnish
this information as of the most recent practicable date.

Selling Stockholders, page 76

16. Please identify each of the selling stockholder entities,
rather
than aggregating them as "Greenhill Capital Partners, L.P. and
affiliated investment funds."  Please provide the information
requested in comment 99 from our letter dated, September 9, 2004.
17. Please identify the natural persons with investment or voting
power over the shares held by each entity.  Please also revise to
describe how each selling stockholder received its shares.

Underwriting, page 83
18. We note your response to prior comment 25.  Please identify i-
Deal by name.

Consolidated Balance Sheets, page F-3

19. We note your revised presentation.  Please explain how you
considered paragraph 7 of ARB 43, Chapter 3A in classifying the
accrued buyout liability as a non-current liability.

Note 8, Merchant Deposits and Loss Reserves, page F-16 and F-17

20. We note in your response to comment 117 in our letter dated
September 9, 2004, with respect to your obligation to stand ready
to
perform, that you "believe the exposure is improbable, the
potential
amount is indeterminable, and any imputed amount....is
immaterial."
Please explain to us how you applied paragraphs 9 and 10 of FIN 45
in
determining the fair value of the liability.

Information Not Required In Prospectus
Recent Sales of Unregistered Securities
21. Please disclose the basis for the exemption relied upon in the
issuance to individuals and entities affiliated with Triad.  Also,
please disclose who else received stock in that transaction, and
how
much.
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 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 202-551-3431 or Steve
Jacobs
at 202-551-3403 if you have questions regarding comments on the
financial statements and related matters.  Please contact Geoffrey
Ossias at 202-551-3404 or the undersigned at 202-551-3411 with any
other questions.


Sincerely,



Peggy Kim
Senior Counsel


cc:	Nancy I. Prado, Esq. (via facsimile)
	DORSEY & WHITNEY LLP
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Heartland Payment Systems, Inc.
July 11, 2005
Page 1