SecProbe.io

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	Mail Room 4561
								September 19, 2005

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
		Filed on September 1, 2005
		File No. 333-128039

		Form 10-KSB for the year ended December 31, 2004
		Forms 10-QSB for the periods ended March 31 and June 30,
2005
		File No. 0-20660

Dear Mr. Cannavino:

      We have limited our review of the above-referenced Form SB-2
registration statement of Direct Insite Corp. to the disclosure
items
identified below and to the financial statements and disclosure
controls and procedures in the Form 10-KSB.  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 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.

General
1. We note that the shares being offered for resale by the selling
shareholders include shares of common stock issuable as interest
in
lieu of cash.  We note further that Section 1.1 of the Senior
Subordinated Secured Note, filed as Exhibit 4.1 to the Form 8-K
filed
March 31, 2005, provides the holders discretion to select the form
of
payment with respect to the interest payments.  As a general
matter,
it is inappropriate to register the resale of securities until
after
the private offering for those securities has been completed.
Please
provide us with your analysis as to why you believe that the offer
and sale of the interest shares was complete when you filed the
resale registration statement.  In your analysis, please discuss
whether the holders are irrevocably bound to receive the common
stock
issuable in lieu of cash and whether they are entitled to make
additional investment decisions with respect to the interest
payments.

Selling Securityholders
2. Please include the selling shareholder information required by
Item 507 of Regulation S-B.  Provide a detailed introductory
description of the transaction by which each of the selling
security
holders in the table acquired the convertible debentures and
include
a materially complete description of both the convertible notes
and
warrants.  Also include a materially complete description of any
material relationship the selling security holders have or had
with
Direct Insite or its predecessors or affiliates within the past
three
years.
3. Identify the natural person or persons who have voting or
investment control over each of the three selling shareholders.
See
interpretation 4S of the Regulation S-K portion of the March 1999
supplement to the publicly available telephone interpretation
manual,
as well as interpretation I.60 of the July 1997 version of the
telephone interpretation manual.  This information can be
disclosed
in footnotes to the selling shareholder table.

Plan of Distribution
4. We note your discussion regarding short sales.  Please
supplementally confirm that you are aware of Corporation Finance
Telephone Interp. A. 65 (July 1997) on this issue, which is
publicly
available on our website.

Exhibits
5. It appears that while you have filed several agreements
involving
the selling stockholders, you have not filed the agreement
governing
the July 12, 2005 purchase warrants issued to Tall Oaks Group.
Please file the agreement as an exhibit to the registration
statement.  See Item 601(b)(4) of Regulation S-B.
6. Please also file or incorporate by reference the Senior
Subordinated Secured Note and Common Stock Purchase Warrant issued
in
the March 29, 2005 transaction.
Signatures
7. Pursuant to Instruction 1 regarding signatures to the Form SB-
2,
please identify the person signing in the capacity of controller
or
principal accounting officer.

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

Item 6.  Management`s Discussion and Analysis or Plan of Operation

Critical Accounting Policies

8. We note that you did not disclose any information regarding
your
critical accounting policies.  Please explain to us how you
determined that you have not made any accounting estimates or
assumptions where 1) the nature of the estimates or assumptions is
material due to the levels of subjectivity and judgment necessary
to
account for highly uncertain matters or the susceptibility of such
matters to change; and 2) the impact of the estimates and
assumptions
on financial condition or operating performance is material.

Item 8A.  Controls and Procedures
9. We note your statement that, "Based on their evaluation of the
Company`s disclosure  controls and procedures which took place as
of
the date of filing of this report, the Chief Executive Officer and
the Chief Financial Officer believe that as is typical of small
companies, these procedures were not effective with respect to
timeliness..."  Similar language is included in the above-cited
Forms
10-QSB.  As you are not qualified to discuss the effectiveness of
other small companies` disclosure controls and procedures, please
confirm that you will delete the phrase "as is typical of small
companies" and similar phrases from your future filings.
Additionally, Rule13a-15(e) of the Exchange Act requires, among
other
matters, that the disclosure controls and procedures be designed
"to
ensure that information required to be disclosed by the issuer in
the
reports that it files or submits under the Act . . . is recorded,
processed, summarized and reported, within the time periods
specified
in the Commission`s rules and forms."  While you have stated the
result of your evaluation with respect to timeliness, please tell
us
whether your disclosure controls and procedures met the other
elements of the Rule.  We may have further comments upon review of
your response.

10. We note that you refer to the evaluation of your disclosure
controls and procedures "as of the date of filing [the] report."
Please explain to us how this disclosure complies with Item 307 of
Regulation S-B, which requires that the conclusion be made "as of
the
end of the end of the period covered by the report.
11. We note that your disclosure regarding changes in internal
control over financial reporting states in relevant part that
there
were no "significant" changes "since the date of the most recent
evaluation" that could have "significantly affected" those
controls.
Please note that Item 308(c) of Regulation S-B requires that "any"
change should be described that occurred during the issuer`s "last
fiscal quarter" (or "fourth fiscal quarter" in the case of an
annual
report) that "has materially affected or is reasonably likely to
materially affect" the issuer`s internal control over financial
reporting.  Please confirm to us, if true, that there were no
changes
since the fourth fiscal quarter or revise the disclosure to
describe
any changes that materially affected or were reasonably likely to
materially affect your control over financial reporting.  Provide
similar representations for the above-cited Forms 10-QSB.

12. Please describe to us, in greater detail, the nature of the
reportable condition and material weakness you identified in your
disclosure.  Tell us the steps you have taken (or plan to take)
and
procedures you have implemented (or plan to implement) to correct
the
reportable condition and material weakness.  Indicate when each
corrective action was completed or is expected to be completed.

13. As part of your discussion regarding internal control over
financial reporting, you include a statement indicating that "the
Board of Directors has had confidence that there have been no
irregularities in the Company`s financial reporting or in the
protection of its assets."  Please explain to us how readers
should
interpret this information and indicate the specific guidance you
are
following in making these disclosures.  As part of your response,
address why you believe that readers will not confuse this
information with that required under Item 308(a) of Regulation S-
B.

14. You disclose that "management devoted additional resources to
resolving questions that arose during our year-end audit."  Please
provide us with the following:
* Describe to us any mitigating procedures performed by management
that served as the basis for your statement that "we are confident
that our financial statements for the year ended December 31, 2004
fairly present, in all material respects our financial condition
and
results of operation;" and
* Explain to us how your auditors considered the reportable
condition
and material weakness in determining the nature, extent and timing
of
their audit procedures.

Financial Statements

Consolidated Statement of Operations, page F-4

15. Please tell us how you have considered separately reporting
cost
of revenue and gross profit.  Explain why you believe that your
current presentation is more meaningful and useful to investors
than
a presentation that separately reports these amounts.  As part of
your response regarding the usefulness of your current
presentation,
compare and contrast your presentation with others within your
industry.

Notes to Consolidated Financial Statements

Note 2 - Significant Accounting Policies

Revenue Recognition, page F-9

16. Your revenue recognition policy indicates that you recognize
certain revenue in accordance with SOP 97-2.  Please describe to
us
your arrangements that involve software and explain how your
revenue
recognition policy complies with SOP 97-2.

17. We note that you recognize custom engineering services using
the
percentage-of-completion method.  Please describe these services
to
us and explain why you believe that contract accounting is
appropriate.  Note that recognizing revenue pursuant to SOP 81-1
is
not permitted for service arrangements.

Note 4 - Accounts Receivable and Short-term Revolving Loans

18. Please describe the material terms of your agreement with DIRI
Rec Fund LLC and explain to us the basis for your accounting
treatment.  Address how you concluded that consolidation was not
appropriate and refer to the authoritative literature that
supports
your accounting.

	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.

      Any questions should be directed to Maryse Mills-Apenteng at
(202) 551-3457.  If you need further assistance, you may contact
Anne
Nguyen, Special Counsel, at 202-551-3611 or me at (202) 551-3730.

								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.
September 19, 2005
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