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[Letterhead of Morgan, Lewis & Bockius LLP]

James W. McKenzie, Jr.

215-963-5134

jmckenzie@morganlewis.com

November 10, 2005

VIA EDGAR AND OVERNIGHT DELIVERY

Securities and Exchange Commission

450 Fifth Street, N.W., Mail Stop 0409

Washington, DC 20549

    Attention:

    Edward M. Kelly, Esq.

Senior Counsel

Division of Corporation Finance

    Re:

    Marlin Business Services Corp.

Registration Statement 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. Kelly:

On behalf of Marlin Business Services Corp. (“Marlin,” or the “Company”), we are responding to the
comments of the Staff of the Securities and Exchange Commission in your letter dated October 12,
2005, to George D. Pelose, Esq. with respect to Marlin’s Registration Statement on Form S-3 (File
No. 333-128329) (the “Resale Shelf Registration Statement”), Registration Statement on Form S-3
(File No. 333-128330) (the “Universal Shelf Registration Statement”), Annual Report on Form 10-K
for the fiscal year ended December 31, 2004 (the “Form 10-K”) and subsequent Quarterly Reports on
Form 10-Q for the quarterly periods ended March 31, 2005 and June 30, 2005, respectively (together,
the “Form 10-Q”).

In response to your letter, set forth below are your comments in bold followed by our responses to
your comments.

Where indicated below, we will include changes to the disclosure in the Universal Shelf
Registration Statement in a Pre-Effective Amendment No. 1 to the Universal Shelf Registration
Statement, which we will file after we receive confirmation from the
Staff that these proposed changes are acceptable.

We have sent to your attention courtesy copies of this
letter and the proposed draft of Pre-Effective Amendment No. 1 to the Universal Shelf Registration Statement, which
amendment includes exhibits and is blacklined to reflect changes against the initial Universal
Shelf Registration Statement. We have also included in that package proposed changes to the Form
10-K and Form 10-Q. After we receive confirmation from the Staff that these proposed changes are
acceptable, the

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Edward M. Kelly, Esq.

Securities and Exchange Commission

November 10, 2005

Page 2

Company will prepare the appropriate amendments to each of the Form 10-K and Form 10-Q and
amendments to each of the Resale Shelf Registration Statement and the Universal Shelf Registration
Statement to incorporate by reference the amendments to each of the Form 10-K and Form 10-Q.

General

    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.

    Response: We advise the Staff that the Company will state in its acceleration request
of the Resale Shelf Registration Statement and Universal Shelf Registration Statement,
respectively, that it has no present intent to make the first offering of securities promptly
and that it will be making the offering on a delayed basis rather than 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. 33-6714, footnote 47.

    Response: We advise the Staff that the Company will file appropriate opinion(s) of
counsel with every takedown from the Resale Shelf Registration Statement and the Universal Shelf
Registration Statement before such registration statements’ effectiveness. The opinions will be
filed under Rule 462(d) of Regulation C under the Securities Act or under cover of Form 8-K.

    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.

    Response: We understand that the Staff may have further comments on the Company’s
disclosure in prospectus supplement(s) where the offered securities involve the issuance of a
novel or complex security. However, at this time, the Company is not contemplating such an
offering.

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.

    Response: The Universal Shelf Registration Statement has been revised on the cover page
in accordance with the Staff’s comment.

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Edward M. Kelly, Esq.

Securities and Exchange Commission

November 10, 2005

Page 3

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.

    Response: The Universal Shelf Registration Statement has been revised on the
Prospectus’ outside front cover page and page 11 in accordance with the Staff’s comment.

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.

    Response: The Universal Shelf Registration Statement has been revised on pages 1 and 26
in accordance with the Staff’s comment.

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.

    Response: The Universal Shelf Registration Statement has been revised on page 11 in
accordance with the Staff’s comment.

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.

    Response: The Company will
file Exhibit 4.2, Form of Indenture, with Pre-Effective
Amendment No. 1 to the Universal Shelf Registration Statement. The Company has revised its
disclosure regarding the debt securities and a separate indenture for the senior debt securities
and subordinated debt securities is no longer necessary.

    9.

    We note the statement in this section’s 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.

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Edward M. Kelly, Esq.

Securities and Exchange Commission

November 10, 2005

Page 4

    Response: The Universal Shelf Registration Statement has been revised on page 14 in
accordance with the Staff’s comment.

    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.

    Response: We advise the Staff that the Company will 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 the Company. Otherwise, the Company
will 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 the
Company. We further advise the Staff that, in a prospectus supplement, the Company will address
the applicability of the covenants or provisions and the ability of the Company’s board of
directors or the trustees to waive the covenants or provisions. In addition, the Company will
also address in a prospectus supplement whether the covenants or provisions may have limited
applicability if there is a leveraged buyout initiated or supported by the Company, the
Company’s management, or any affiliate of the Company 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.

    Response: We advise the Staff that if a prospectus supplement relates to debt that
includes a term providing for redemption at the option of the holder, the Company will give
appropriate consideration to whether an offer to purchase under such a term will constitute an
issuer tender offer. If so, we further advise the Staff that the Company 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.

    Response: We advise the Staff that if a prospectus supplement relates to debt that
includes a term

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Edward M. Kelly, Esq.

Securities and Exchange Commission

November 10, 2005

Page 5

    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, the
Company will 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. We further advise the Staff that the
Company will disclose any other potential limitations of the Company’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.”

    Response: The Universal Shelf Registration Statement has been revised on page 17 in
accordance with the Staff’s comment.

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.

    Response: The Universal Shelf Registration Statement has been revised on page 21 in
accordance with the Staff’s comment.

    Similarly revise the first sentence of each of these sections:

    •  “Description of the Warrants to Purchase Debt Securities We May Offer” on page 23.

    Response: The Universal Shelf Registration Statement has been revised on page 22 in
accordance with the Staff’s comment.

     •  “Description of Depositary Shares We May Offer” on page 24.

    Response: The Universal Shelf Registration Statement has been revised on page 23 in
accordance with the Staff’s comment.

    •  “Description of Stock Purchase Contracts and Stock Purchase Units We May Offer” on page
24.

    Response: The Universal Shelf Registration Statement has been revised on page 23 in
accordance with the Staff’s comment.

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

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Edward M. Kelly, Esq.

Securities and Exchange Commission

November 10, 2005

Page 6

    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.

    Response: The Universal Shelf Registration Statement has been revised on page 23 in
accordance with the Staff’s comment. As a result of this revision, the contemplated issuance of
stock purchase contracts as a part of stock purchase units does not involve the offer and sale
of a separate security that is not being registered.

    16.

    Clarify 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.

    Response: The Universal Shelf Registration Statement has been r