8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 26, 2007

 ELECTRONIC CLEARING HOUSE, INC.

(Exact name of registrant as specified in its charter)

Nevada	0-15245	93-0946274
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS Employer Identification No.)

730 Paseo Camarillo, Camarillo, California	93010
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (800) 233-0406

(Former name or former address, if changes 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 March 27, 2007, Electronic Clearing House, Inc. entered into a Non-Prosecution Agreement, pursuant to which the Office of the United States Attorney for the Southern District of New York (the “US Attorney’s Office”) will not pursue actions against the Registrant and its subsidiaries for activities related to its provision of payment processing services to Internet wallets that provided services to online gaming websites during the period from January 2001 through and including the date of the signing of the Non-Prosecution Agreement.

Pursuant to the terms of the Non-Prosecution Agreement, the Registrant agreed to disgorge estimated profits to the United States in the amount of $2,300,000 upon the execution of the Non-Prosecution Agreement, which represented management’s estimate of the Registrant’s profits from processing and collection services provided to e-wallets since 2001. The Registrant agreed to maintain a permanent restriction upon providing automated clearing house services to any business entity providing internet gambling services to customers in the United States, so long as the processing services and gambling services are illegal under the laws of the United States.

Additionally, the Registrant agreed to, among other matters, cooperate fully and actively with the US Attorney’s Office, the Federal Bureau of Investigation, and with any other agency of the government designated by the US Attorney’s Office, and to not commit any violations of law. The Registrant’s cooperation obligations will continue until the later of one year from the date of the signing of the Non-Prosecution Agreement or the date upon which all prosecutions arising out of the conduct described in the Non-Prosecution Agreement are final.

The Registrant had no material relationship with the US Attorney’s Office prior to the execution of the Non-Prosecution Agreement.

Item 1.02 Termination of a Material Definitive Agreement

On March 26, 2007, the Registrant mutually agreed with Intuit Inc. and Elan Acquisition Corporation, a Nevada corporation and wholly owned subsidiary of Intuit Inc. (“Elan”), to terminate the Agreement and Plan of Merger entered into among the parties on December 14, 2006 (the “Merger Agreement”). The parties determined that it was in the mutual best interest of each party to terminate the proposed agreement.

In connection with the termination, the Registrant, Intuit Inc. and Elan agreed to release each other from all claims arising under or related to the terminated merger agreement. The Registrant also cancelled its previously adjourned special stockholders’ meeting relating to the proposed acquisition, which was scheduled to reconvene on March 27, 2007.

Pursuant to the terms of the Merger Agreement and subject to the conditions thereof, Intuit Inc. was to acquire all of the outstanding shares of the Registrant’s Common Stock for a cash amount of $18.75 per share, including shares issuable upon exercise of options, for a total aggregate purchase price of approximately $142 million on a fully-diluted basis.

The description contained in this Item 1.02 of the terms of the Merger Agreement and the transactions previously contemplated by the Merger Agreement is qualified in its entirety by reference to the description of the Merger Agreement set forth in the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 14, 2006, and the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to such Current Report on Form 8-K.

The Registrant had no material relationship with Intuit Inc. or Elan prior to the execution of the Merger Agreement.

Item 7.01 Regulation FD Disclosure

On March 27, 2007, the Registrant issued a press release announcing the termination of the Merger Agreement with Intuit Inc. and Elan, and the execution of the Non-Prosecution Agreement with the US Attorney’s Office. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)  Exhibits  The following documents are filed as exhibits to this report.

99.1 Press release issued by Electronic Clearing House, Inc. on March 27, 2007.

SIGNATURES

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.

ELECTRONIC CLEARING HOUSE, INC.
(Registrant)
By:	\s\ Alice Cheung
Alice L. Cheung, Treasurer and
Chief Financial Officer

Dated: March 27, 2007

EXHIBIT INDEX

Exhibit
Number	Description of Document
99.1	Press release issued by Electronic Clearing House, Inc. on March 27, 2007.

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Electronic Clearing House Announces Termination of Intuit Merger Agreement

Company is Cooperating in Federal Investigation and

Disgorging $2.3 Million in Profits

CAMARILLO, Calif.- March 27, 2007 - Electronic Clearing House Inc. (Nasdaq: ECHO), a leading provider of electronic payment and transaction processing services, announced today that it has mutually agreed with Intuit Inc. to terminate the merger agreement entered into by the companies on December 14, 2006.

In connection with the termination, ECHO and Intuit agreed to release each other from all claims arising under or related to the terminated merger agreement. ECHO also cancelled its previously adjourned special stockholders’ meeting relating to the proposed acquisition, which was scheduled to reconvene on March 27, 2007.

Additionally, ECHO today announced that it has been cooperating as a witness in a federal investigation relating to its Internet wallet customers that provided services to online gaming websites. Pursuant to a non-prosecution agreement expected to be executed shortly, the government will assure ECHO that it will not pursue any action against the company. ECHO has in turn agreed to disgorge $2.3 million, which represents management’s estimate of the company’s profits from processing and collection services provided to its Internet wallet customers since 2001, and to continue cooperating as a witness in that investigation. The company expects to incur additional legal expenses related to the federal investigation. Earlier this year, ECHO ceased all processing and collection services for its remaining Internet wallet customers.

“We are disappointed that we could not conclude the transaction with Intuit,” said Joel M. Barry, Chairman and Chief Executive Officer of ECHO. “We incurred a substantial amount of expenses in connection with the proposed transaction. These expenses, combined with the amount we agreed to disgorge to the government and additional expenses we expect to incur in connection with the federal investigation, will negatively impact our near-term financial results. That said, with cash and cash equivalents of $11.9 million and working capital of $13.3 million at December 31, 2006, we believe we have the resources we need. Additionally the fundamentals of our business are sound and our long-term opportunity remains solid.”

Conference Call

ECHO will host a conference call today at 8:00 a.m. PDT (11:00 a.m. EDT).

To participate in the conference call, investors should dial (800) 257-2101 ten minutes prior to the scheduled start time. International callers should dial (303) 262-2205. There is no pass code required for this call. If you are unable to participate in the live conference call, a replay will be available beginning Tuesday, March 27, 2007 at 10:00 a.m. PDT, through midnight PDT on March 27, 2008. To access the replay, dial (800) 405-2236 (passcode: 11087354#). International callers should dial (303) 590-3000 (passcode: 11087354#).

This conference call will be open to all interested investors through a live audio Web broadcast and can be accessed by all parties on the Investor Relations section of ECHO’s website at www.echo-inc.com. To listen to the live call, please go to the Investor Relations section of ECHO’s website at least fifteen minutes prior to the start of the call to register, download, and install any necessary audio software. For those who are not available to listen to the live broadcast, a replay will be available two hours after the call on ECHO’s website for one year.

About Electronic Clearing House Inc.

ECHO (www.echo-inc.com) provides a complete solution for the payment processing needs of merchants, banks, technology companies and collection agencies. ECHO’s services include debit and credit card processing, check guarantee, check verification, check conversion, check re-presentment and check collection.

Forward-looking Statements

This news release includes forward-looking statements, including those regarding the business of ECHO. These statements are based on certain assumptions and reflect our current expectations. Statements including words such as "anticipate," "propose," "estimate," "believe" or "expect" and statements in the future tense are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements to differ materially from any future results, performance, or achievements discussed or implied by such forward-looking statements. Some of the factors that could cause results to differ materially from the expectations expressed in these forward-looking statements include the risks discussed in ECHO's reports filed with the Securities and Exchange Commission (the "SEC"), including, without limitation, ECHO's Form 10-K for the fiscal year ended September 30, 2006 and ECHO's Definitive Proxy Statement on Schedule 14A filed with respect to the proposed transaction with Intuit Inc. Copies of ECHO's filings with the SEC can be obtained on its website, or at the SEC's website at www.sec.gov. Any forward-looking statement is qualified by reference to these risks, uncertainties and factors. Forward-looking statements speak only as of the date of the document in which they are made. These risks, uncertainties and factors are not exclusive, and ECHO undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this release.

Contact:
Moira Conlon	Donna Rehman
The Abernathy MacGregor Group, Inc.	Electronic Clearing House, Inc.
(213) 630-6550	(805) 419-8533
E-mail: MHC@abmac.com	E-mail: drehman@echo-inc.com

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