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September 9, 2004

Mail Stop 0409

Robert O. Carr
Chairman and Chief Executive Officer
Heartland Payment Systems, Inc.
47 Hulfish Street, Suite 400
Princeton, NJ  08542

Re:	Heartland Payment Systems, Inc.
	Form S-1 filed on August 10, 2004
	File No.  333-118073

Dear Mr. Carr:

We have reviewed your filing and have the following comments.  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 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.

General
1. We note that your CEO, Robert Carr, was recently interviewed by
the Princeton Business Journal.  See "From the heartland," dated June
29, 2004.  We note that in this interview, Mr. Carr offered specific
projections, including expanding your coverage into 1,500 new
territories, increasing market share and growing from a base of $20
billion to more than $100 billion in annual processing volume "in the
next few years."  Please supplementally tell us why you believe these
statements by your CEO would not inappropriately condition the market
for your initial public offering.  Refer to SEC Release No. 5180.

2. Please tell us whether KeyBanc Capital Markets constitutes a
"Qualified Independent Underwriter" pursuant to Section 2720 of the
By-Laws of the NASD.  Supplementally confirm that (1) the NASD has
been contacted regarding KeyBanc`s involvement, and (2) the NASD has
expressed no objection.  Please provide us with all correspondence
between the NASD and KeyBanc as it relates to this offering.
3. We note your use of "NM" throughout the prospectus.  Please revise
to include the relevant information.
4. Please fill in or provide supplementally all remaining uncompleted
information in the next amendment, other than pricing information
that you have omitted pursuant to Rule 430A. We may have further
comments based on the revised materials.  For example, we note the
blanks on page 14 and 15.
5. Please remove the reference to "sole book runner" from the back
page and page 83 of your prospectus.  The information is not material
to investors.
6. Please limit your use of the term "partner" to companies with
which you have an agreement in place to share profits and losses.
See, e.g., page 55.
7. Supplementally, please provide us with any gatefold information
such as pictures, graphics or artwork that will be used in the
prospectus.

Table of Contents, page i
8. Please revise to delete the disclaimer language in the last
sentence in the first paragraph.

Summary, page 1
9. We note that in the introductory paragraph you state that the
summary highlights "selected information."  Please revise to clarify
that the summary includes material information.
10. The Summary should provide investors with a clear, concise and
coherent "snapshot" description of the most significant aspects of
the offering.  We note that much of the information in the Summary,
including your discussion of competitive strengths and strategy, is
repeated in the body of the prospectus, particularly within your
Business section.  Please revise the prospectus to delete repetitive
disclosure and to provide a brief overview of only the most salient
aspects of the transaction.  Please see Item 503(a) of Regulation S-
K.

11. As appropriate, please apply comments to your summary to other
parts of your prospectus, especially the overview of your MD&A and
the first parts of your business section.

Our Business, page 1
12. We note your reliance, here and elsewhere, on information
contained in The Nilson Report.  Supplementally, please provide us
with a copy of this report and tell us whether the report was
prepared for or sponsored by you.  Please highlight the portions of
the report that you cite or refer to in the prospectus.
13. Where you refer to yourself as a "leading" provider of bank card
payment processing services, please revise to clarify how you are
measuring yourself.  If your statement is based on information
contained in The Nilson Report, please revise to state this.  If it
is based on some other source, please revise to disclose the source
and provide us with supporting materials on a supplemental basis.
14. We note that you disclose estimated 2004 processing volume and
actual 2003 transactions processed.  To avoid confusion and to
enhance comparability, please do not mix figures from different time
periods.  In addition, please revise to quantify your historical net
losses, as disclosed on page 14.
15. Please use a term other than "organic" to refer to your internal
growth.  Refer to Rule 421(d) of Reg. C.
16. We note that you maintain "high" standards of creditworthiness
for your merchants.  Please explain briefly what makes your standards
"high."
17. Please revise to quantify the multi-year contracts and minimum
volume commitments.
18. Please revise to identify the third parties on whom you rely.

Our Competitive Strengths, page 3
19. In order to present a fair and balanced picture of your business,
please include a section addressing your competitive weaknesses.
This section should address the key risks you face and your
competitive challenges and should be at least as detailed as the
discussion of your strengths.

20. Please revise your use of industry jargon or vague terms
including "systems," "distributed application architecture," and
"business procedures."

History, page 5
21. Please revise this section to include your merger with Uhle and
Associates, LLC.  See Exhibit 2.2.  Also, please disclose when you
acquired your interests in Heartland Payroll Company and Credit Card
Software Systems, Inc., and revise your disclosure to clarify whether
CCSS is a newly formed entity or acquired from a third party.  Refer
to Item 101(a) of Reg. S-K.

Risk Factors
22. Please eliminate all cross references from your risk factors.
See, e.g., pages 15-16.  Instead, include all material information in
the risk factors.
23. Where appropriate, please discuss the following risks or explain
supplementally why they are not material:
* risk related to merchant attrition.  See page 22;
* risk related to your reliance on an expanding market for electronic
payments and your own need to expand your share of this market;
* risk related to continued consolidation in the banking industry;
* risk related to collection of your monthly receivables.  If true,
please explain why they are higher than those of your competitors and
discuss any risk of collection due to system disruption;
* risk related to the geographic concentation of your merchants, as
disclosed on page 52; and

* risk related to future buyouts and your use of atypical accounting
estimates, including signup bonuses and accrued commission liability.
See pages 23-24.

Risks Relating to Our Business, page 9

The payment processing industry is highly competitive..., page 9
24. Please disclose the total purchase volume of all card acquirers.

25. Please revise to identify your major competitors.

We are subject to the business cycles and credit risk of our
merchants..., page 9
26. Please describe briefly your fixed and semi-fixed costs.  Please
discuss risk related to your reliance on any particular merchants or
classes of merchants.  We note, in this regard, that restaurants have
historically high failure rates.  Also, please revise to include a
direct reference to the risk related to a decrease in consumer
spending.

We have faced, and will in the future face, merchant fraud, which
could have an adverse effect on our operating results and financial
condition, page 10
27. Please describe your past experiences with merchant fraud.  For
example, we note your exposure to transactions originating from the
Internet, including, but not limited to, websites offering adult
entertainment.  For example, see "Porn in the USA," River Front
Times, dated November 29, 2000.

We rely on a bank sponsor..., page 10
28. Please describe briefly the key "requirements" imposed on you by
the bank card associations and disclose what might cause you or your
sponsor to fail to comply with them.
Current or future bank card..., page 11
29. Please describe in more detail how you compete with banks and
issuers who could influence your association status.

Our systems and our third party providers` systems..., page 11
30. Please disclose whether your merchants have the right to
terminate their agreements with you in the event of system
disruptions.

We rely on other payment processors..., page 11
31. Please describe in more detail how you compete with your service
providers.

If we lose key personnel..., page 12
32. Please identify your key personnel.

If we are unable to attract and retain qualified sales people...,
page 12
33. We note that you intend to "significantly" increase the size of
your commission-based sales force.  Please discuss, if applicable,
the risk of market saturation and any impact on your ability to
attract and retain qualified salespeople.  Also, discuss any other
reasons you might find it difficult to attract and retain qualified
salespeople.  For instance, is there a high demand for qualified
workers in your industry?

If we cannot pass increases in bank card association interchange
fees..., page 12
34. Please quantify increases in interchange and association fees
since you started your business.

We face uncertainty about additional financing..., page 14
35. Please explain briefly what portfolio equity purchases are and
what you mean by "competitive pressures."

Risks Relating to This Offering, page 14

36. Please revise to discuss the risk that your bank sponsor Key Bank
is affiliated with one of your underwriters.

Our executive officers, directors and principal stockholders..., page
14
37. Please revise the heading to state the conflict of interest and
describe the conflict in the risk factor.

Provisions in our charter..., page 15
38. Pease give examples of the kinds of rights preferred shares may
have that would impede a change in control, such as dividend or
supervoting rights.

Use of Proceeds, page 17
39. We note that you intend to use a portion of the proceeds to repay
debt.  Please identify the debt holder and revise to include the
information required by Instruction 4 to Item 504 of Regulation S-K.

Selected Historical Conslidated Financial Information and Other Data,
page 20
40. We note from page 21 your inclusion of non-financial data
regarding number of active merchants and associated processing volume
for each period.  If the merchant number includes owned and managed
merchants, please clarify.  Also, please consider breaking out
information on merchants more than one year old to support your
calculation of "same store sales" on page 22.  Refer to Instruction 2
to Item 301 of Reg. S-K.  In the alternative, you may expand
discussion in your MD&A to include this information for each relevant
period.

Management`s Discussion and Analysis, page 22

Overview, page 22

41. Please describe the costs associated with opening new merchants
accounts (including the percentage of first-year gross margin that
goes to your salespeople in signup bonuses and commissions) and
disclose how long it takes you on average to recoup the cost of
opening a new account.
42. Please clarify what part of your merchant portfolio is "owned"
and "active" and discuss the key differences between owned-active
relationships, inactive relationships and those you manage for third
parties.  Also, please make it clear throughout your MD&A whether you
are referring to all merchants, just "active" ones, or "owned active"
ones.
43. We note that you intend to increase the size and productivity of
your salesforce.  Where relevant, please discuss how many salespeople
you intend to hire and in what time period.  Also, please discuss how
you measure productivity and, for each period, actual productivity
under these measures.
44. Please disclose to whom you sold your merchant contracts in 1999,
2000, 2001 and 2002 and whether you were affiliated with the
buyer(s).  Also, please revise to explain how the investment by
Greenhill Capital Partners, LP ("Greenhill"), allowed you to
"stabilize" your business.
45. Please revise to explain how your sales management structure
changed in 2002 and how these changes lead to accelerating growth of
your sales force.  Please also revise to clarify whether your sales
force works exclusively for you.
46. We note that you state that you provide "end-to-end electronic
payment processing services," but on page 34, you state that you are
developing a back-end processing system.  Please revise to reconcile
this discrepancy.

Critical Accounting Policies, page 23
47. It appears that accounting for stock-based compensation should be
considered a critical accounting policy.  Therefore, please disclose
you accounting policy as it relates to accounting for stock options.
In addition, please provide the following disclosures in relation to
your valuation of prior stock option grants:
a. A discussion of the significant factors, assumptions, and
methodologies used in determining the fair value.
b. A discussion of each significant factor contributing to the
difference between the fair value as of the date of each grant and
each subsequent valuation for all stock options issued within the
past twelve months.
c. The valuation alternative you selected and why you chose not to
obtain contemporaneous valuations by valuation specialists at the
grant dates.
Revenue, page 23
48. Please supplementally provide us with a more detailed analysis
than what is provided in the notes and in MD&A supporting your
conclusion that revenues should be accounted for on a gross basis.
Note that credit risk is only one criterion in EITF 99-19 and carries
less weight than many other criteria.  Specifically, tell us how you
analyzed paragraphs 7 through 13 of EITF 99-19 and how your
arrangements differ from your competitors to support different
accounting.  Please cite terms of your merchant agreements and other
agreements, as appropriate.

Capitalized Signing Bonuses, page 23
49. Please disclose the amount of capitalized signing bonus
outstanding at the end of each period that still may be subject to
adjustment within the first year of the contract.  In addition,
please quantify what historical adjustments have been in prior
periods.  Finally, disclose the amount of impairment losses
recognized in each period and identify where those amounts are
classified in the statements of operations.

Accrued Commission and Buyout Liability, page 24
50. Please describe the fixed buyout multiple under your 2001
commission structure.  Also, please revise to explain how long
commissions may be earned and how the buyout option works.
51. Please provide readers with a quantitative analysis to
demonstrate the sensitivity your estimate may have to changes in
assumptions similar to the analysis you have provided in the notes to
the financial statements.
52. Notwithstanding the Office of the Chief Accountant`s review of
your submission dated August 10, 2004 and the restatement discussed
in the letter, we have the following comments regarding the
measurement of your accrued commission and buyout liability and
related disclosures:
a. Please supplementally provide us with