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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
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                                    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):      May 11, 2004


                               DIRECT INSITE CORP.
             (Exact Name of Registrant as specified in its charter)




          Delaware                   0-20660                   11-2895590

(State or other jurisdiction     (Commission File             (IRS Employer
      of Incorporation)              Number)              Identification Number)



        80 Orville Drive, Bohemia, NY                            11716
   (Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code  (631) 244-1500





Item 5. Other Events

     Issuance of  Preferred  Stock for  $2,000,000.  The  Registrant  sold 2,000
shares  ("Preferred  Shares") of its Series C Redeemable  Preferred  Stock,  par
value $.0001 per share ("Series C Preferred  Stock"),  together with warrants to
purchase  1,990,780 shares of the Registrants common stock, par value $.0001 per
share  ("Common  Stock"),  in  consideration  of  $2,000,000  in cash to  twelve
accredited investors.  The sale of the Preferred Shares and warrants was made as
a private placement of such securities by the Registrant.

     The exercise  price of each  warrant was based on the closing  price of the
Common  Stock  on the  trading  day  immediately  prior to the  issuance  of the
warrant.

     The  holders  of the Series C  Preferred  Shares  are  entitled  to receive
dividends  at the rate of 9.5%  per  annum,  accruing  immediately  but  payable
quarterly commencing October 1, 2005.

     As set forth in a Certificate of Designation, Preferences and Rights of the
Preferred Stock (the "Certificate of  Designation"),  the Company has the option
to redeem the Preferred  Shares, in whole or in part at any time, for $1,000 per
share plus accrued and unpaid dividends.

Item 7. Financial Statements and Exhibits

(c)  Exhibits

     3.1  Certificate  of  Designation,  Preferences  and  Rights  of  Series  C
          Redeemable Preferred Stock filed December 16, 2003.






                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


May 26, 2004                    DIRECT INSITE CORP.

                                By:   /s/ Michael J. Beecher
                                      Chief Financial Officer