SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 4720
June 30, 2009

By U.S. Mail and Facsimile to: (913) 327-1921

Rick L. Weller Chief Financial Officer Euronet Worldwide, Inc. 4601 College Boulevard, Suite 300  Leawood, Kansas 66211

Re: Euronet Worldwide, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 2, 2009
 File No. 001-31648

Dear Mr. Weller:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2008

Item 11.  Executive Compensation, page 98

Compensation Discussion and Analysis, page 27 of Definitive Proxy Statement on
Schedule 14A

Annual Bonus, page 30 of Definitive Proxy Statement on Schedule 14A
 1. Please tell us why you have not disclose d the performance targets utilized in

Rick L. Weller
Euronet Worldwide, Inc. June 30, 2009 Page 2

determining annual bonus and stock in centive compensation for your named
executive officers for the 2008 fiscal year .  For example, you have not disclosed
the specific threshold, target and maxi mum objectives for Cash EPS growth or
operating income growth that were used as bases for awarding annual bonuses to
your named executive officers.  You have also not disclosed the specific targets
for cumulative Cash EPS or operating inco me growth that are tied to the vesting
of the stock incentive awards made to your named executive officers in the 2008 fiscal year.  To the extent you believe that  disclosure of the pe rformance targets is
not required because it would result in competitive harm such that the targets
could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please
provide a detailed supplemental anal ysis supporting your conclusion.  In
particular, your competitive harm anal ysis should clearly explain the nexus
between disclosure of the performance objectives and the competitive harm that is likely to result from disclosure.  Refer to Item 402(b)(2)(v) of Regulation S-K and Regulation S-K Compliance and Disclosure Interpretation 118.04.
 Exhibits 31.1 and 31.2

 2. We note that Exhibits 31.1and 31.2 to the Fo rm 10-K contain modifications of the
exact form of certification as set forth in Item 601(b)(31) of Regulation S-K.  In
particular, you have included the titles of the certifying officers in the introductory sentence.  We note similar modifications in  Exhibits 31.1 and 31.2 to
the Form 10-Q for the quarterly period ended March 31, 2009.  In future filings,
please ensure that the certif ications are in the exact form as set forth in Item
601(b)(31) of Regulation S-K, except as  otherwise indica ted in Commission
statements or staff interpretations.

Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a cover letter with your response that
keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate  our review.  Please understand that we may have additional
comments after reviewing your responses to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

Rick L. Weller
Euronet Worldwide, Inc. June 30, 2009 Page 3

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     Please contact Justin Dobbie at (202)  551-3469 or me at (202) 551-3418 with any
questions.
Sincerely,

William Friar Senior Financial Analyst