SecProbe.io

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October 12, 2005

By facsimile to (215) 963-5001 and U.S. Mail

George D. Pelose, Esq.
Senior Vice President and General Counsel
Marlin Business Services Corp.
300 Fellowship Road
Mt. Laurel, NY 08054

Re:	Marlin Business Services Corp.
	Registration Statements on Form S-3
	Filed September 15, 2005
File Nos. 333-128329 and 333-128330

Annual Report on Form 10-K for the fiscal year ended December 31`,
2004 and
Subsequent Quarterly Reports on Form 10-Q
File No. 0-50488

Dear Mr. Pelose:

	We reviewed the shelf registration statement only for
disclosures relating to unallocated shelf registration offering
issues and the annual report on Form 10-K for the fiscal year
ended
December 31, 2004 and subsequent quarterly reports on Form 10-Q
only
for disclosures relating to disclosure controls and procedures.
We
have the comments below.  No further review of the registration
statements has been or will be made.

	We urge all persons by statute responsible for the
registration
statement`s adequacy and accuracy to make certain that all
information required under the Securities Act has been included.
We
remind you to consider applicable requirements for the preliminary
prospectus` distribution.

	Where indicated, we think that you should revise the document
in
response to the comments.  If you disagree, we will consider your
explanation why a comment is inapplicable or a revision is
unnecessary.  Be as detailed as necessary in your explanation.  To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information.  We may raise additional
comments after reviewing this information.

	Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your document.  We look forward to working with you
to
achieve these objectives.  We welcome any questions that you may
have
about comments or any other aspect of our review.  You may call us
at
the telephone numbers listed at the end of this letter.

1. When you request acceleration of the shelf registration
statement,
you should state that Marlin Business Services Corp. or Marlin has
no
present intent to make the first offering of securities promptly
and
that Marlin will be making the offering on a delayed basis rather
than in reliance on Rule 430A.  Alternatively, file a pre-
effective
amendment to include all of the information about the securities
to
be offered, plan of distribution, a clean legality opinion, and,
if
applicable, an underwriting agreement for any securities to be
offered promptly in reliance on Rule 430A.

2. Give us a confirmation before the registration statement`s
effectiveness that Marlin will file appropriate opinion(s) of
counsel
with every takedown from the registration statement.  You may file
the opinion(s) under Rule 462(d) of Regulation C under the
Securities
Act or under cover of Form 8-K.  See Release No. 33-6174, footnote
47.

3. Where the offered securities involve the issuance of a novel or
complex security, we may have comments on the disclosure in the
prospectus supplement or supplements.  If Marlin is contemplating
such an offering and would prefer our review of the disclosure in
preliminary form rather than in the definitive prospectus
supplement,
submit the proposed prospectus supplement to us before the
intended
offering date.

Registration Fee Table

4. Clarify in footnote 7 that any shares issued under this
indeterminate amount will be counted against the $50 million of
securities that Marlin is registering.

Prospectus` Outside Front Cover Page

5. We note the statement:  "The prospectus supplements may also
add,
update or change information contained in this prospectus."  Since
a
prospectus supplement may supplement but may not contradict,
modify,
or replace information in the prospectus, revise.  Similarly,
revise
the second paragraph on page 1 and the third paragraph under
"Authorized and Outstanding Capital Stock" on page 11.

About This Prospectus, page 1

6. Move this section so that it follows the summary and risk
factors
sections.  See Items 502 and 503(c) of Regulation S-K.

Preferred Stock, page 11

7. Disclosure states that Marlin`s board of directors may issue
preferred stock with conversion rights.  Shares of preferred stock
may not be issued for other securities that have not been
registered
under the registration statement unless the shares convertible
into
the other securities are not legally exercisable immediately or
within one year of the date of sale of the preferred stock.  Also,
all of the underlying types of securities into which the preferred
stock may be converted must be identified with specificity in the
registration statement.  Please revise.

Description of the Debt Securities We May Offer, page 14

8. The Trust Indenture Act of 1939 does not permit the
qualification
of an indenture after the registration statement`s effectiveness.
Thus, file an indenture for the senior debt securities and an
indenture for the subordinated debt securities as exhibits to the
registration statement before its effectiveness.

9. We note the statement in this section`s second paragraph:  "We
urge you to read the indentures applicable to a particular series
of
debt securities because they, and not this description, define
your
rights as the holders of the debt securities."  Because the
statement
can be read to imply that investors do not have rights under the
United States federal securities laws about the debt securities`
description in the prospectus, please revise.

10. Provide a brief description in any prospectus supplement of
any
covenants or provisions in the governing indenture that may afford
a
debt holder protection if there is a highly leveraged transaction,
reorganization, restructuring, merger, or similar transaction
involving Marlin.  Otherwise, disclose prominently in any
prospectus
supplement that the provisions of the governing indenture do not
afford holders of the debt securities protection if there is a
highly
leveraged transaction, reorganization, restructuring, merger, or
similar transaction involving Marlin.  Address the applicability
of
the covenants or provisions and the ability of Marlin`s board of
directors or the trustee to waive the covenants or provisions.
Also
address whether the covenants or provisions may have limited
applicability if there is a leveraged buyout initiated or
supported
by Marlin, Marlin`s management, or any affiliate of Marlin or its
management.

11. If a prospectus supplement relates to debt that includes a
term
providing for redemption at the option of the holder, give
appropriate consideration to whether an offer to purchase under
such
a term will constitute an issuer tender offer.  If so, disclose
that
the offer will comply with any applicable regulations under the
United States federal securities laws, including Rule 14e-1 under
the
Exchange Act.

12. If a prospectus supplement relates to debt that includes a
term
providing for redemption at the option of the holder or repurchase
or
acceleration upon the occurrence of a triggering event or failure
to
maintain a particular financial ratio, provide adequate disclosure
of
any other liabilities that would have to be repaid and any
consents
or waivers that would have to be obtained before or concurrently
with
the triggered debt repurchase, repayment, or acceleration.
Disclose
any other potential limitations of Marlin`s financial ability to
comply with its obligations arising from such an occurrence.

Consolidation, Merger, Conveyance, Transfer or Lease, page 17

13. Refer to the third bullet point.  Give some examples of the
"certain other conditions."

Description of the Warrants to Purchase Common Stock and Preferred
Stock We May Offer, page 21

14. The disclosure in a registration statement must be complete at
the time of effectiveness except to the extent that information is
unknown or not reasonably available.  Thus, revise this section`s
first sentence to clarify that the summaries are adequate
descriptions of the common stock warrants and the preferred stock
warrants being registered.  Similarly, revise the first sentence
of
each of these sections:

* "Description of the Warrants to Purchase Debt Securities We May
Offer" on page 23.

* "Description of Depositary Shares We May Offer" on page 24.

* "Description of Stock Purchase Contracts and Stock Purchase
Units
We May Offer" on pager 24.

Description of Stock Purchase Contracts and Stock Purchase Units
We
May Offer, page 24

15. We note the disclosure that stock purchase contracts may be
issued as a part of stock purchase units, consisting of a stock
purchase contract and the debt obligations of "third parties" as
security.  It appears that such an issuance would involve the
offer
and sale of a separate security that is not being registered.
Give
us your analysis why such an issuance does not require
registration
of the separate security.

16. Clarify in this section`s fourth paragraph what you mean by
the
language "will not purport to be complete and will be qualified in
its entirety" because the prospectus supplement must describe with
specificity the material terms of any stock purchase contracts or
stock purchase units and, if applicable, prepaid stock purchase
contracts.

Plan of Distribution, page 25

17. Disclosures in this section refer to the remarketing of the
offered securities.  Depending upon the level of involvement by
the
issuer or its affiliates in the offered securities` remarketing,
any
offers or sales under such an arrangement may require registration
under the Securities Act.  If Marlin would prefer that we express
our
view on this issue now, provide us information about the
procedures
that will be used and the participants in the offered securities`
remarketing, including the role of Marlin or its affiliates, if
any.

Validity of Securities, page 27

18.  Clarify that counsel will opine on the enforceability of
Marlin`s obligations under any debt securities offered.

Exhibit 5.1

19. We note in the fifth paragraph that counsel assumes any
securities issuable upon conversion, exchange, or exercise of any
security will be duly authorized.  Since Marlin is registering
these
securities, counsel must opine that these securities, when sold,
will
be legally issued, fully paid and non-assessable.  Also, this
statement is confusing in light of the opinions provided in
paragraphs four and five.  Revise to clarify.

20. We note the penultimate paragraph.  Counsel must opine on the
law
of the jurisdiction governing the indenture.  Please advise.

Exhibit 23.1

21. Marlin`s independent registered public accounting firm must
consent also to being named in the registration statement.  See
Rule
436 of Regulation C under the Securities Act, and revise the
exhibit
in both registration statements.

10-K

Item 9A.  Controls and Procedures

22. If applicable, comply also with these comments in the
quarterly
reports on Form 10-Q for the quarters ended March 31, 2005 and
June
30, 2005.

23. We note the disclosure that "The Company maintains disclosure
controls and procedures that are designed to ensure that
information
required to be disclosed...is recorded, processed, summarized and
reported..., and that such information is accumulated and
communicated to management...to allow timely decisions."  Revise
to
clarify, if true, that:

* Management, including your chief executive officer and chief
financial officer, concluded that your disclosure controls and
procedures are designed and are effective to give reasonable
assurance that the information required to be disclosed in reports
that that you file under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in our
rules and forms.

* Your officers concluded that your disclosure controls and
procedures are effective also to ensure that information required
to
be disclosed in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including your chief executive officer and chief financial
officer,
to allow timely decisions about required disclosure.

See Rule 13a-15(e) under the Exchange Act.

24. We note the disclosure that "management recognized that any
controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired
control objectives."  Revise to state clearly, if true, that your
disclosure controls and procedures are designed to provide
reasonable
assurance of achieving their objectives and that your principal
executive officer and principal financial officer concluded that
your
disclosure controls and procedures are effective at that
reasonable
assurance level.  Alternatively, remove the reference to the level
of
assurance of your disclosure controls and procedures.  See section
II.F.4. of Release No. 33-8238 that is available on our website at
http://www.sec.gov/rules/final/33-8238.

25. We note the disclosure that:

* "management concluded that a material weakness existed in the
Company`s controls over the selection and application of
accounting
policies at December 31, 2004."

* "the Company`s CEO and CFO concluded that the Company`s
disclosure
controls and procedures were not effective as of December 31,
2004."

Revise to disclose when the material weakness was identified, by
whom
it was identified, and when the material weakness first began.

26. Describe the additional review procedures that Marlin has
implemented.

27. Clarify whether as of the end of the period the material
weakness
still exists or whether it has been fully remediated.  Disclose
whether Marlin`s independent registered public accounting firm has
affirmed this.

28. Provide appropriate risk factor disclosure on the material
weakness and resulting restatement.  Discuss the resulting ability
of
investors to rely upon Marlin`s financial statements.

29. We note the disclosure in the 10-Qs that "There were no other
changes in the Company`s internal control over financial reporting
that occurred during the Company`s last fiscal quarter that have
materially affected, or are reasonably likely to materially
affect,
the Company`s internal control over financial reporting."  Revise
to
state clearly, if correct, that there were changes in your
internal
control over financial reporting that occurred during this quarter
that have materially affected, or are reasonably likely to
materially
affect, your internal control over financial reporting.

Closing

	File amendments to the S-3s, the 10-K, and the 10-Qs in
response
to the comments.  To expedite our review, Marlin may wish to
provide
us three marked courtesy copies of the amendments.  Include with
the
filings any supplemental information requested and a cover letter
tagged as correspondence that keys the responses to the comments.
If
Marlin thinks that compliance with any of the comments is
inappropriate, provide the basis in the letter.  We may have
additional comments after review of the amendments, the responses
to
the comments, and any supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statements reviewed by us to
ensure that they have provided all information investors require
for
an informed decision.  Since Marlin and its management are in
possession of all facts relating to the disclosure in the
registration statements, they are responsible for the adequacy and
accuracy of the disclosures that they have made.

      If Marlin requests acceleration of the registration
statements`
effectiveness, Marlin should furnish a letter at the time of the
request, acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statements effective, it does not
foreclose
the Commission from taking any action on the filings.

* The