SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Levin Michael

(Last)

(First)

(Middle)

METROPOLITAN VENTURE PARTNERS II, L.P.

257 PARK AVENUE SOUTH - 15TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/18/2005

3. Issuer Name and Ticker or Trading Symbol
DIRECT INSITE CORP [ DIRI.OB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/01/2005

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,000	D
Common Stock	29,067	I⁽¹⁾	Indirect⁽¹⁾
Series C Redeemable Preferred Stock	290	I⁽¹⁾	Indirect⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Purchase Warrant (Right to Buy)	03/30/2005	03/29/2012	Common Stock	100,000	$0.9	I	Indirect⁽¹⁾
Common Stock Warrant (Right to Buy)	03/15/2006	03/15/2009	Common Stock	135,502	$0.9225	I	Indirect⁽¹⁾
Common Stock Warrant (Right to Buy)	12/18/2005	12/18/2008	Common Stock	176,508	$0.9348	I	Indirect⁽¹⁾
Option to Purchase	12/01/2005	12/01/2008	Common Stock	250,000	$0.75	I	Indirect⁽¹⁾
2002 Stock Option Plan	12/01/2005	12/01/2008	Common Stock	31,000	$0.75	I	Indirect⁽¹⁾
2002 A Stock Option Plan	12/01/2005	12/01/2008	Common Stock	47,000	$0.75	I	Indirect⁽¹⁾
2003 Stock Option Plan	12/01/2005	12/01/2008	Common Stock	47,000	$0.75	I	Indirect⁽¹⁾
2003 A Stock Option Plan	12/01/2005	12/01/2008	Common Stock	25,000	$0.75	I	Indirect⁽¹⁾
2003 A Stock Option Plan	03/31/2005	04/01/2006	Common Stock	8,000	$1.26	I	Indirect⁽¹⁾
Series A Convertible Preferred Stock	06/03/2003	09/25/2008	Common Stock	178,570⁽²⁾	$1.4⁽²⁾	I	Indirect⁽¹⁾
2003 A Stock Option Plan	03/31/2005	04/01/2006	Common Stock	75,000	$1.4	I	Indirect⁽¹⁾
Common Stock Warrant (Right to Buy)	12/10/2005	12/10/2008	Common Stock	150,000	$2.125	I	Indirect⁽¹⁾
Series A Convertible Preferred Stock	01/02/2003	09/25/2008	Common Stock	233,650⁽²⁾	$2.14⁽²⁾	I	Indirect⁽¹⁾
2002 A Stock Option Plan	⁽³⁾	09/30/2007	Common Stock	30,000	$2	I	Indirect⁽¹⁾
Series A Convertible Preferred Stock	10/04/2002	09/25/2008	Common Stock	934,580⁽²⁾	$2.14⁽²⁾	I	Indirect⁽¹⁾

Explanation of Responses:

1. The securities are owned by Metropolitan Venture Partners II, L.P. ("MetVP"). The Reporting Person is a managing director of MetVP. In addition, the Reporting Person is a limited partner in Metropolitan Venture Partners ("Advisors"), L.P. ("MetVP Advisors"), which is the general partner of MetVP and is on the board of directors and is a shareholder of Metropolitan Venture Partners Corp. ("MetVP Corp."), which is the general partner of MetVP Advisors. As a result of the foregoing, the Reporting Person may be deemed to own beneficially and indirectly the securities. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

2. The reported number of shares of Common Stock underlying the Serries A Convertible Preferred Stock reflects the initial conversion rate of 1-for-10 pursuant to the terms of Series A Convertible Preferred Stock

3. Options vest at the rate of 10,000 options on June 30, 2003, 10,000 options on June 30, 2004 and 10,000 options on June 30, 2005

Remarks:

	/s/ Michael Levin	08/19/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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