Mail Room 4561
	January 3, 2006

James A. Cannavino
Chairman and Chief Executive Officer
Direct Insite Corp.
80 Orville Drive
Bohemia, New York 11716

	Re:   Direct Insite Corp.
		Registration Statement on Form SB-2
		Amendment No. 1 filed on December 8, 2005
		File No. 333-128039

Dear Mr. Cannavino:

      We have limited our review of the above-referenced Form SB-2
and of your periodic reports to the disclosure items identified
below.  Where indicated, we think you should revise your documents
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 welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.

Form SB-2
1. We note your response to prior comment number one and reissue
that
comment.  Notwithstanding the selling securityholders` "desire" to
receive any accruable interest in the form of shares of common
stock
in lieu of cash, it does not appear that the selling
securityholders
are irrevocably bound to receive common stock.  Because the
interest
on the Senior Subordinated Secured Notes has not yet accrued and
because the selling securityholders are not irrevocably bound to
receive the common stock issuable in lieu of cash, the selling
security holders will have an investment decision to make in the
future and the private placement of this common stock has not yet
been completed.  As such, it is inappropriate to register these
shares of common stock for "resale" at this time.   If you wish to
continue to include these shares in this resale registration
statement, please provide us with an analysis of the exemption
relied
upon to issue these shares to the selling security holders upon
their
accrual as interest.  In your analysis, please address the impact
of
the current registration of these shares, which is a public
offering
from the company to the selling security holders rather than a
private placement.

Form 10-KSB for the Fiscal Year Ended December 31, 2004

Item 8A.  Controls and Procedures, page 18

2. We have read your response to prior comment number 13.  Please
revise your disclosure to clearly differentiate this conclusion
from
any disclosures required under Items 307 and 308 of Regulation S-
B.
Your revised disclosures should include:

* A description of the procedures performed in arriving at this
conclusion;
* An explanation of how those procedures differed from those
performed by management in providing disclosures in accordance
with
Items 307 and 308 of Regulation S-B;
* Management`s reasons for providing this conclusion and
expectations
as to how readers should interpret the information; and
* Reference to any specific guidance that relates to the
procedures
performed and/or the content of the disclosure.
Notes to Consolidated Financial Statements

Note 2 - Significant Accounting Policies

Revenue Recognition, page F-9

3. It is unclear to us why you account for your customization
services "using the guidance in SOP 81-1 as provided in SOP 97-2."
In this regard, we note your response to prior comment number 16
indicates that your service offering is "excluded" from SOP 97-2.
In
addition, your response to prior comment number 17 indicates that
your arrangements are not "service arrangements as defined in SOP
81-
1."  Please clarify for us how you have concluded that these
arrangements are within the scope of SOP 81-1 and support that
conclusion.

Form 10-Q for the Fiscal Quarter Ended September 30, 2005

4. As noted in prior comment number 11, Item 308 (c) of Regulation
S-
B requires disclosure of any change that materially affected, or
is
reasonably likely to materially affect, your internal control over
financial reporting.  Please revise your disclosures to comply
with
this guidance.

*	*	*	*	*

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* 	  should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to
the
filing;

*	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* 	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rule 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 Christine Davis at (202) 551-3408 if you have
questions regarding our comments on the financial statements and
related matters.  Please contact Maryse Mills-Apenteng at (202)
551-
3457, Anne Nguyen at (202) 551-3611, or me at (202) 551-3730 with
any
other questions.

								Sincerely,



      			Barbara C. Jacobs
      			Assistant Director


cc:  	Via facsimile:  516-433-5858
      David H. Lieberman, Esq.
      Beckman, Lieberman & Barandes, LLP


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James A. Cannavino
Direct Insite Corp.
January 3, 2006
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