SecProbe.io

CORRESP
1
filename1.htm

August 8, 2005

Securities and Exchange
Commission

100 F Street, N.E.

Washington, D.C. 20549

  RE:

  Heartland
  Payment Systems, Inc.

  Common Stock

  Registration
  Statement on Form S-1 (File No. 333-118073)

Dear Sirs and Mesdames:

In
connection with the proposed offering of the above-captioned securities, we
wish to advise you that we, as a representative of the several underwriters,
hereby join with Heartland Payment Systems, Inc.’s request that the
effective date of the above-captioned Registration Statement be accelerated so
that the same will become effective on August 10, 2005 at 2:00 p.m.
or as soon as practicable thereafter.

The following is
supplemental information supplied under Rule 418(a)(7) and Rule 460
under the Securities Act of 1933:

  (i)

  Date of
  preliminary prospectus:  July 27,
  2005.

  (ii)

  Dates of
  distribution:  July 27, 2005 – August 8,
  2005

  (iii)

  Number of
  prospective underwriters to whom the preliminary prospectus was
  furnished:  6

  (iv)

  Number of
  prospectuses so distributed:  approximately
  23,525

  (v)

  Compliance with Rule 15c2-8
  under the Securities Exchange Act of 1934: Included in Master Agreement Among
  Underwriters of Salomon Smith Barney Inc. (now known as Citigroup Global
  Markets Inc.).

Very truly yours,

Citigroup Global Markets
Inc.

/s/ David M.
Mastrangelo

David
M. Mastrangelo

Managing
Director

HEARTLAND PAYMENT SYSTEMS, INC.

47 Hulfish Street, Suite 400

Princeton, New Jersey 08542

August 8, 2005

Via Facsimile and
EDGARLink Transmission

Securities and Exchange
Commission

Division of Corporation
Finance

450 Fifth Street, N.W.

Mail Stop 4-6

Washington, D.C. 20549

  Attn:

  Ms. Peggy
  Kim and

  Mr. Geoffrey
  Ossias

  Re:

  Heartland
  Payment Systems, Inc. – Registration Statement on Form S-1

  (Commission File No. 333-118073)

  Acceleration
  Request

  Requested
  Date:

  August 10,
  2005

  Requested
  Time:

  2:00 p.m.

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as
amended, Heartland Payment Systems, Inc. (the “Registrant”) hereby
requests that the Securities and Exchange Commission (the “Commission”) take
appropriate action to declare the above-referenced Registration Statement on Form S-1
(File No. 333-118073) originally filed with the Commission on August 10,
2004, as amended to date, and the Registrant’s Registration Statement on Form 8-A
(File No. 001-32594), effective at the Requested Date and Requested Time
set forth above or as soon thereafter as practicable.

  Very truly
  yours,

  HEARTLAND PAYMENT
  SYSTEMS, INC.

  By:

     /s/
  Robert H.B. Baldwin, Jr.

  Robert H.B. Baldwin, Jr.

  Chief Financial Officer