SecProbe.io

CORRESP
 1
 filename1.htm

 Adam Godderz
 General Counsel & Corp. Sect.
 Euronet Worldwide, Inc.
 agodderz@euronetworldwide.com
 913-327-4104

 September 17, 2025

 VIA EDGAR
 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Finance
 100 F Street, N.E.
 Washington, D.C. 20549

 Attention: Tonya Aldave

 Re:

 Euronet Worldwide, Inc.
 Registration Statement on Form S-4
 Filed September 5, 2025, as amended September 17, 2025
 File No. 333-290057

 Ladies and Gentlemen:

 Euronet Worldwide, Inc., a Delaware corporation (the “Company”), hereby requests acceleration of the effective date of its Registration Statement on Form S-4 (File No. 333-290057), originally filed by the Company with the United States
 Securities and Exchange Commission on September 5, 2025 (the “Registration Statement”), to 2:00 p.m., Eastern time, on Friday, September 19, 2025, or as soon thereafter as practicable.

 Please contact Patrick Respeliers of Stinson LLP, counsel to the Company, at (816) 691-2411 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 EURONET WOLDWIDE, INC.

 /s/ Adam J. Godderz
 Adam J. Godderz
 General Counsel and Corporate Secretary

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 11, 2025

Michael J. Brown
Chief Executive Officer
Euronet Worldwide, Inc.
11400 Tomahawk Creek Parkway, Suite 300
Leawood, Kansas 66211

 Re: Euronet Worldwide, Inc.
 Registration Statement on Form S-4
 Filed September 5, 2025
 File No. 333-290057
Dear Michael J. Brown:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Tonya Aldave at 202-551-3601 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Scott Gootee, Esq.
</TEXT>
</DOCUMENT>

Mail Stop 4720

October 17, 2016

Mr. Rick L. Weller
Chief Financial Officer
Euronet Worldwide, Inc.
3500 College Boulevard
Leawood, Kansas 66211

Re: Euronet Worldwide, Inc.
Form 8 -K
Filed April 27, 2016
File No. 001 -31648

Dear Mr. Weller :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ H. Stephen Kim

 H. Stephen Kim
Assistant Chief Accountant
Office of Financial Services

CORRESP
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		Document

Via EDGAR Transmission

October 7, 2016

H. Stephen Kim

Assistant Chief Accountant

Office of Financial Services

Division of Corporation Finance

100 F Street NE

Washington, D.C.  20549

Re:

 Euronet Worldwide, Inc.

Form 8-K

Filed April 27, 2016

File No. 001-31648

Dear Mr. Kim:

Set forth below is the response of Euronet Worldwide, Inc. (“Euronet” or the “Company”), to the comment letter, dated September 23, 2016 (the “Comment Letter”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Current Report on Form 8-K filed by the Company on April 27, 2016 (the Form 8-K”).

Below is the Company’s response.  For the convenience of the Staff, we have repeated the Staff’s comment before our corresponding response.

Form 8-K Filed on April 27, 2016

Exhibit 99.1 - Press Release

1. We have reviewed your response to our comment and believe it would be appropriate to use more descriptive titles to describe the non-GAAP financial measures, Adjusted Cash Earnings per Share and Adjusted Cash Earnings, perhaps by eliminating the use of the word "cash" in the title. Please revise future filings accordingly.

RESPONSE:

The Company will revise in future quarterly filings and retitle the non-GAAP measure as “Adjusted Earnings per Share” and “Adjusted Earnings.”

* * * * * * * * *

Euronet acknowledges that:

•

 Euronet 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

•

 Euronet may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact me at (913) 327-4227 or Jeffrey B. Newman, our Executive Vice President and General Counsel, at (562) 345-2664, if you have any questions regarding this submission.

Very truly yours,

EURONET WORLDWIDE, INC.

/s/ Rick L. Weller

Rick L. Weller

Chief Financial Officer

cc:    Chris Harley

Division of Corporation Finance

Mail Stop 4720

September 23, 2016

Mr. Rick L. Weller
Chief Financial Officer
Euronet Worldwide, Inc.
3500 College Boulevard
Leawood, Kansas 66211

Re: Euronet Worldwide, Inc.
 Form 8-K Filed April 27, 2016
 Response Dated August 3, 2016
File No. 001 -31648

Dear Mr. Weller :

We have reviewed  your August 3, 2016  response to our comment  letter  and have the
following comment .  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment applies  to your facts and c ircumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our June 30,
2016  letter .

Form 8 -K Filed on April 27, 2016

Exhibit 99.1 – Press Release

1. We have reviewed your response to our comment and believe it would be appropriate to
use more descriptive titles to describe the non -GAAP financial measures, Adjusted Cash
Earnings per Share and Adjuste d Cash Earnings, perhaps by eliminating the use of the
word "cash" in the title.   Please revise future filings accordingly.

Rick L. Weller
Euronet Worldwide, Inc.
September 23, 2016
Page 2

 You may contact Chris Harley  at (202) 551 -3695  or me at (202) 551 -3291  if you have
questions .

Sincerely,

 /s/ H. Stephen Kim

H. Stephen Kim
Assistant Chief Accountant
Office of Financial Services

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		Document

Via EDGAR Transmission

August 3, 2016

H. Stephen Kim

Assistant Chief Accountant

Office of Financial Services

Division of Corporation Finance

100 F Street NE

Washington, D.C.  20549

Re:

 Euronet Worldwide, Inc.

Form 8-K

Filed April 27, 2016

File No. 001-31648

Dear Mr. Kim:

Euronet Worldwide, Inc. (“Euronet” or the “Company”), is submitting this letter in response to the comment letter, dated June 30, 2016 (the “Comment Letter”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Current Report on Form 8-K filed by the Company on April 27, 2016 (the Form 8-K”).

Below are the Company’s responses.  For the convenience of the Staff, we have repeated each of the Staff’s comments before our corresponding response.

Form 8-K Filed on April 27, 2016

Exhibit 99.1 - Press Release

1. You disclose Adjusted Cash Earnings per Share, a non-GAAP financial measure, which excludes certain expenses you characterize as non-operating or non-recurring items, and describe it as a performance measure. This may be inconsistent with the updated Compliance and Disclosure Interpretations issued on May 17, 2016. Please review this guidance when preparing your next earnings release. Please also tell us why you did not adjust Adjusted Cash Earnings per Share for depreciation expense and whether this measure can be used as a liquidity measure.

RESPONSE:

The Company respectfully advises the Staff that we have reviewed the Compliance and Disclosure Interpretations issued on May 17, 2016 and we believe our use of Adjusted Cash Earnings per Share (“Adjusted Cash EPS”) complies with these requirements. We believe our Form 8-K’s appropriately present and discuss the non-GAAP measure because we present the required reconciliation between the non-GAAP financial results and the most directly comparable GAAP financial results. Further, we believe our presentation does not place undue prominence on Adjusted Cash EPS, because equal, if not greater prominence is placed on the GAAP financial results through the order of GAAP and non-GAAP together with the fact that the reconciliation starts with the GAAP results and clearly labels the non-GAAP financial measure. Moreover, Adjusted Cash EPS is presented consistently between periods, management is consistent with items that are included in and excluded from the non-GAAP measure each period, particularly charges and gains. The adjusted items have been both gains and losses, demonstrating management has had no bias towards excluding losses. The criteria for deciding whether to exclude an item are based on the item’s recurring nature and necessity in regards to ongoing operations.

We believe Adjusted Cash EPS is a performance measure and is not intended to represent a liquidity measure. The Company presents the non-GAAP financial measure as a performance measure defined as diluted U.S. GAAP earnings per share excluding, to the extent incurred in the period, the tax-effected impacts of: a) foreign currency exchange gains or losses, b) goodwill impairment charges, c) gains or losses from the early retirement of debt, d) share-based compensation, e) acquired intangible asset amortization, f) non-cash interest accretion, g) non-cash income tax expense, and h) other non-operating or non-recurring items.

Our Adjusted Cash EPS financial measure excludes certain items that are non-recurring or do not reflect the economic earnings quality or trends in the business. Items are excluded because of their non-recurring nature and their disassociation with ongoing operations and not necessarily whether they are cash items or not. Management excludes items it does not consider indicative of future operating performance and are not used to assess our operating performance. We believe earnings presented with these adjustments best reflects our ongoing performance and business operations during the periods presented and is useful to investors for comparative and performance purposes. In addition, management uses the financial measure as a key metric in our budgeting and forecasting, to evaluate our operational results and trends, and as a performance measure in determining executive annual incentive and long-term compensation awards. The presentation of Adjusted Cash EPS on an ongoing basis is intended to supplement investors’ understanding of the Company’s performance and overall results of operations.

Management further notes that other non-cash items are included in Adjusted Cash EPS, including all operating accruals, deferred income tax expense/benefits and allocations of period costs, which we believe demonstrates that the measure is not a liquidity measure. We further note that Adjusted Cash EPS is not discussed in the Liquidity and Capital Resources section of the Management's Discussion and Analysis section of our quarterly and annual reports because we do not believe that it is appropriate to include it in reference to a liquidity measure when it is considered a performance measure. Therefore, we believe we have demonstrated that Adjusted Cash EPS represents a non-GAAP performance measure by virtue of the adjustments which eliminate the effect of items that are not representative of our ongoing operations.

The Company does not include depreciation expense with the other adjustments detailed above because depreciation expense represents a necessary expense related to core operations that management believes is required to understand the Company’s operating results.

Accordingly, we believe our Adjusted Cash EPS measure is consistent with the interpretations of the rules and regulations on non-GAAP financial measures published in the Compliance and Disclosure Interpretation issued on May 17, 2016.

* * * * * * * * *

Euronet acknowledges that:

•

 Euronet 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

•

 Euronet may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact me at (913) 327-4227 or Jeffrey B. Newman, our Executive Vice President and General Counsel, at (562) 345-2664, if you have any questions regarding this submission.

Very truly yours,

EURONET WORLDWIDE, INC.

/s/ Rick L. Weller

Rick L. Weller

Chief Financial Officer

cc:    Chris Harley

Division of Corporation Finance

Mail Stop 4720
June 30, 2016

Mr. Rick L. Weller
Chief Financial Officer
Euronet Worldwide, Inc.
3500 College Boulevard
Leawood, Kansas 66211

Re: Euronet Worldwide, Inc.
 Form 8-K
Filed April 27, 2016
File No. 001-31648

Dear Mr. Weller :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.   In our comment , we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.

Form 8 -K Filed on  April 2 7, 2016

Exhibit 99.1 – Press Release

1. You disclose Adjusted Cash Earnings per Share, a non -GAAP financial measure, which
excludes certain expenses you characterize as non -operating or non -recurring items, and
describe it as a performance measure.  This may be inconsistent with the updated
Compliance and Disclosure Interpretations issued on May 17, 2016.  Please review this
guidance when preparing your next earnings release.  Please also tell us why you did not
adjust Ad justed Cash Earnings per Share for depreciation expense and whether this
measure can be used as a liquidity measure.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Secu rities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Rick L. Weller
Euronet Worldwide, Inc.
June 30, 2016
Page 2

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they h ave made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

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

 staff comments or changes to disclosure in resp onse 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 securities l aws of the United States.

You may contact Chris Harley  at 202-551-3695 or me at 202-551-3291  if you have
questions .

Sincerely,

 /s/ H. Stephen Kim

H. Stephen Kim
Assistant Chief Accountant
Office of Financial Services

September 4, 2015

Mail Stop 4720

Via Email
Rick L. Weller
Chief Financial Officer
Euronet Worldwide, Inc.
3500 College Boulevard
Leawood, Kansas  66211

Re: Euronet Worldwide , Inc.
 Form 10 -K for Fis cal Year Ended December 31 , 2014
Filed February 27 , 2015
File No. 00 1-31648

Dear Mr. Weller :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the Unite d States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Marc Thomas

Marc Thomas
Reviewing Accountant
Office of Financial Services I

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Via EDGAR Transmission

August 21, 2015

Marc Thomas

Reviewing Accountant

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C.  20549

Re:

 Euronet Worldwide, Inc.

Form 10-K for Fiscal Year Ended December 31, 2014

Filed February 27, 2014

Form 10-Q for Fiscal Quarter Ended March 31, 2015

File No. 001-31648

Dear Mr. Thomas:

Set forth below are the responses of Euronet Worldwide, Inc. (“Euronet” or the “Company”), to the comment letter, dated July 9, 2015 (the “Comment Letter”), of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to Euronet's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (File No. 001-31648).

For the convenience of the Staff, we have set forth below the text of the Staff's comments from the Comment Letter in bold typeface followed by Euronet's responses thereto.

Form 10-K for Fiscal Year Ended December 31, 2014

Item 1. Business

2014 Developments, page 5

1. We note on page 5 that you have entered into an agreement with Walmart to offer money transfer services called Walmart-2-Walmart. In future filings, please revise your disclosure to summarize the material terms of any such collaboration agreement, including whether the agreement is exclusive, material payment obligations, the duration, and material early termination provisions. Please also file the agreement as an exhibit.

RESPONSE:

With respect to the Staff's comment that we file the agreement with Walmart as an exhibit, we did not file the agreement as an exhibit at the time we entered into it because we did not believe it met, nor do we currently believe it meets, the criteria of a material agreement as described by Item 601(b)(10) of Regulation S-K. In our analysis, we concluded, pursuant to Item 601(b)(10)(ii), that this agreement is such as ordinarily accompanies the kind of business conducted by Euronet, and thus is deemed to have been made in the ordinary course of business. We have been in the money transfer business for a number of years and we and our competitors routinely seek collaboration and similar arrangements with retailers and other third parties for the provision of money transfer services. Under Item 601(b)(10)(ii), because the agreement was made in the ordinary course of business, it need not be filed as an exhibit unless it falls within one of the categories specified in Item 601(b)(10)(ii)(A)-(D). The agreement does not fall within subsection (A) because none of the related parties listed in subsection (A) is a party to the agreement, the agreement does not fall within subsection (C) because it does not involve the acquisition or sale of any property, plant or equipment, and the agreement does not fall within subsection (D) because it is not a lease. With respect to subsection (B), we concluded that the agreement is not one "upon which [our] business is substantially dependent, as in the case of continuing contracts to sell the major part of [our] products or services..." To that point, the revenues earned from this agreement for 2014 were not disclosed in our Form 10-K for the fiscal year ended December 31, 2014 under the requirements of Item 101(c)(1)(vii) of Regulation S-K because they were less than 10% of our consolidated revenues for 2014, and we currently expect them to be less than 10% of our 2015 consolidated revenues. Consequently, we have concluded that our business is not substantially dependent upon the agreement and that sales under the agreement do not represent "the major part" of our products or services.

With respect to the Staff's comment that we disclose the material terms of the agreement with Walmart, we believe that we have disclosed all the terms of the agreement that are important to a reasonable investor given the limited impact of the agreement on our results of operations as described above. Since announcing the service in April 2014, we have continued to assess the materiality of the terms of the agreement and the proper level of disclosure to investors. Although we believe that we have provided sufficient disclosure of the terms of the agreement, in response to the Staff's comments, we will enhance our existing disclosure of the agreement in future filings to include additional terms of the agreement, including its exclusivity, the duration, and general service level obligations. The agreement does not include any material payment obligations or material termination provisions. However, we maintain our assessment that we are not substantially dependent on this agreement; therefore, it does not need to be filed as an exhibit. We believe adequate disclosures about the significant elements of the agreement can be made in our quarterly and annual filings without filing the agreement as an exhibit and potentially revealing sensitive commercial information.

Item 8.  Financial Statements and Supplemental Data

Notes to Consolidated Financial Statements

Note 14.  Valuation and Qualifying Account, page 96

2. Please tell us, and revise future filings, to include an analysis of the age of the recorded trade receivables at the end of the reporting period that are past due as required by ASC 310-10-50-7A. See guidance in ASC 310-10-55-9.

RESPONSE:

Our trade receivables arise from the sale of goods and services and substantially all have payment terms of less than one year. In accordance with ASC 310-10-50-7B, trade receivables which have both of those characteristics are not subject to the reporting guidance in ASC 310-10-50-7A. On rare occasions, certain of our subsidiaries may offer the sale of point-of-sale hardware on an installment basis which may have a contractual maturity which exceeds one year. However, these arrangements are infrequent and do not include explicit interest charges. The total balance of receivables under such arrangements at the end of any reporting period has been clearly immaterial in relation to our consolidated trade receivables balance at the end of the same reporting period. Therefore, we believe we are not required to provide an analysis of the age of the recorded trade receivables at the end of the reporting period that are considered past due.

Form 10-Q for the Fiscal Quarter Ended March 31, 2015

Notes to the Unaudited Consolidated Financial Statements

Note 10.  Income Taxes, page 15

3. Your effective income tax expense has fluctuated from 26.4% at March 31, 2014 to an effective tax rate of 49.5% at March 31, 2015. Please provide in future interim filings the income tax expense disclosures required by Item 4.08(h) of Regulation S-X. Show us what your disclosure will look like in your response.

RESPONSE:

We believe we have made disclosures in accordance with Item 10-01(5) of Regulation S-X which allows the detailed disclosures prescribed by Rule 4-08 of Regulation S-X to be omitted from interim financial statements as long as the interim information presented is not misleading. The disclosure in Note 10, Income Taxes on page 15 of our Form 10-Q for the fiscal quarter ended March 31, 2015 cites the significant influence of foreign currency exchange losses on the effective income tax rate for the three months ended March 31, 2015. Further, it explains that excluding that item from pre-tax income, as well as the related income tax effect, would result in an effective income tax rate for the three months ended March 31, 2015 that is comparable to the reported rate for the three months ended March 31, 2014. The adjusted effective income tax rate was 26.3% as disclosed in the Income Tax Expense section of our Management's Discussion and Analysis of Financial Condition and Results of Operations. These rates are also comparable to the 28.3% effective income tax rate for the year ended December 31, 2014 as disclosed in our Form 10-K for the fiscal year ended December 31, 2014. We believe this explanation provides the disclosure required to address the significant change to the effective income tax rate for the fiscal quarter ended March 31, 2015 from those for the fiscal year ended December 31, 2014 and the fiscal quarter ended March 31, 2014. In our future filings, we will continue to describe those items which cause significant changes to our effective income tax rate, but we believe a full rate reconciliation in the interim financial statements is not necessary to understand those changes.

* * * * * * * * *

Euronet acknowledges that:

•

 Euronet 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

•

 Euronet may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact me at (913) 327-4227 or Jeffrey B. Newman, our Executive Vice President and General Counsel, at (562) 345-2664, if you have any questions regarding this submission.

Very truly yours,

EURONET WORLDWIDE, INC.

/s/ Rick L. Weller

Rick L. Weller

Chief Financial Officer

cc:    David Irving

Division of Corporation Finance

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		Response Date - SEC Letter July 9, 2015

Via EDGAR Transmission

August 10, 2015

Marc Thomas

Reviewing Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street NE

Washington, D.C.  20549

Re:

 Euronet Worldwide, Inc.

Form 10-K for Fiscal Year Ended December 31, 2014

Filed February 27, 2015

Form 10-Q for Fiscal Quarter Ended March 31, 2015

Filed April 30, 2015

File No. 001-31648

Dear Mr. Thomas:

This letter is to acknowledge our receipt of the comment letter, dated July 9, 2015 (the “Comment Letter”), of the staff of the Securities and Exchange Commission with respect to Euronet's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (File No. 001-31648).

Unfortunately, we did not receive the Comment Letter timely, apparently due to our security filters intercepting it. We became aware of the Comment Letter when David Irving of your office called on August 7, 2015 to follow up on its status. Now that we are aware of the Comment Letter, we intend to honor the originally requested response period of ten business days and provide our response to you by August 21, 2015.

Very truly yours,

EURONET WORLDWIDE, INC.

/s/ Rick L. Weller

Rick L. Weller

Chief Financial Officer

cc:    David Irving

Division of Corporation Finance

July 9, 2015

Via Email
Rick L. Weller
Chief Financial Officer
Euronet Worldwide, Inc.
3500 College Boulevard
Leawood, Kansas  66211

Re: Euronet Worldwide , Inc.
 Form 10 -K for Fis cal Year Ended December 31 , 2014
Filed February 27 , 2015
Form 10 -Q for Fiscal Quarter Ended March 31, 2015
Filed April 30, 2015
File No. 00 1-31648

Dear Mr. Weller :

We have reviewed your filing an d have the following comment s.  In our comment s, we
may ask  you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   Where we have specifically requested a draft of your proposed disclosures in future
filings, please ensure that it clearly identifies new, revised or deleted disclosures, as appropriate.
If you do not believe our comment s apply  to your facts and circumstances or do not believe an
amendment is appropriate, pleas e tell us why in your response.

After reviewing any amendment to your filing and the informati on you provide in
response to th ese comment s, we may have additional comment s.

Form 10 -K for Fiscal Year Ended December 31 , 2014

Item 1. Business

2014 Developments, page 5

1. We note on page 5 that you have entered into an agreement with Walmart to offer money
transfer services called Walmart -2-Walmart.   In future filings, please  revise your disclosure
to summarize the material terms of any such collaboration agreement, including whether the
agreement is exclusive, material payment obligations, the duration, and material early
termination provisions.   Please also file the agreemen t as an exhibit.

Rick L. Weller
Euronet Worldwide , Inc.
July 9, 2015
Page 2

Item 8.  Financial Statements and Supplemental Data

Notes to Consolidated Financial Statements

Note 14.  Valuation and Qualifying Accounts, page 96

2. Please tell us, and revise future filings, to include an analysis of the age of the recorded trade
receivables at the end of the reporting period that are past due as required by ASC 310 -10-
50-7A.  See the guidance in ASC 310 -10-55-9.

Form 10 -Q for the Fiscal Quarter Ended March 31, 2015

Notes to the Unaudited Consolidated Financial Sta tements

Note 10.  Income Taxes, page 15

3. Your effective income tax expense has fluctuated from 26.4% at March 31, 2014 to an
effective tax rate of 49.5% at March 31, 2015.  Please provide in future interim filings the
income tax expense disclosures requir ed by Item 4.08(h) of Regulation S -X.  Show us what
your disclosure will look like in your response.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the informatio n the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosu res they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

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

 staff comments or changes to disclosur e 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 securities laws of the United States.

Rick L. Weller
Euronet Worldwide , Inc.
July 9, 2015
Page 3

 You may contact David Irving at (202) 551 -3321 or me at  (202) 55 1-3452 if you have
questions regarding comments on the financial statements and related matters .  Please contact
Matthew Jones at (202) 551 -3786 or Michael Clampitt at (202) 551 -3434 with any other
questions.

Sincerely,

 /s/ Marc Thomas

Marc Thomas
Reviewing Accountant

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

      DIVISION OF
CORPORATION FINANCE

January 8, 2015

Via E-mail
Rick L. Weller
Chief  Financial Officer
Euronet Worldwide, Inc.
3500 College Blvd.
Leawood, KS 66211

 Re: Euornet Worldwide , Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2013
  Filed February 27 , 2014
  File No. 1-31648

Dear M r. Weller :

We refer you to our comment letter dated December 22, 2014 regarding potential
business contacts with Sudan and Syria .  We have completed our review of this subject matter.
We remind you that our comments or changes to disclosure in response to our comments do not
foreclose the Commission from taking any action with respect to the company or the filing and
the company m ay not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.  We urge all
persons who are responsible for the accuracy and adequacy of the disclosure in the fi ling to be
certain that the filing includes the information the Securities Exchange Act of 1934 and all
applicable rules require .

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global S ecurity Risk

cc:  Jeffrey B. Newman
  Executive Vice President and General Counsel
  Euronet Worldwide, Inc.

  Todd Schiffman
  Assistant Director
 Division of Corporation Finance

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		Response - SEC Letter Dec 22, 2014

Via EDGAR Transmission

January 7, 2015

Cecilia D. Blye

Chief, Office of Global Security Risk

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street NE

Washington, D.C.  20549

Re:

 Euronet Worldwide, Inc.

Form 10-K for Fiscal Year Ended December 31, 2013

Filed February 27, 2014

File No. 1-31648

Dear Ms. Blye:

Set forth below are the responses of Euronet Worldwide, Inc. (“Euronet” or the “Company”), to the comment letter, dated December 22, 2014 (the “Comment Letter”), of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to Euronet's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (File No. 1-31648).

For the convenience of the Staff, we have set forth below the text of the Staff's comments from the Comment Letter in bold typeface followed by Euronet's responses thereto.

General

1. In your letter to us dated December 22, 2011, you discussed contacts with Sudan, and customers who have contacts with Syria and Sudan. As you are aware, Sudan and Syria are designated by the State Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. You do not provide disclosure about these countries in the Form 10-K. Please describe to us the nature and extent of your past, current, and anticipated contacts with Sudan and Syria since your 2011 letter, whether through subsidiaries, affiliates, customers, or other direct or indirect arrangements. For instance, we are aware of a 2014 news article reporting that you provide services to Standard Chartered Bank and UniCredit Group. Recent news articles report that these companies may have or have had contacts with Sudan and Syria. You should describe any products, services or technology provided to or with respect to Sudan and Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts with the governments of those countries or entities they control.

RESPONSE:

We will first respond to the specific questions raised in this comment, then provide additional information to update certain of the information provided to the Staff in our letter to you of December 22, 2011.

Neither Euronet nor any of its subsidiaries or controlled affiliates has in place any agreements or commercial arrangements to provide products, technology, equipment or services to Syria or Sudan, or has any business contacts with any entity in Sudan or Syria, including the governments of those countries or entities controlled by them.  Neither Euronet nor any of its subsidiaries or controlled affiliates has any plans to enter into any such arrangements or contacts in the future.

The arrangements described in our letter of December 22, 2011 under which our Money Transfer Division forwarded non-commercial, personal remittances to Sudan were suspended on December 1, 2011 then subsequently terminated.  We have not forwarded any remittances to Sudan for payment since December 1, 2011.

You are correct in noting that our EFT Division has contracts for the supply of ATM and other transaction processing services to Standard Charter Bank and UniCredit Group, but those services are provided to support business in countries other than Syria and Sudan.  In particular, our contracts with Standard Charter Bank cover territories in Asia and the Pacific (India, Vietnam, Philippines, Malaysia, Singapore and Thailand) and the Middle East other than Syria (UAE, Bahrain, Oman and Brunei) and our contracts with UniCredit Group cover only European territories.

We indicated in our letter of December 22, 2011 that we had signed an agreement to increase our ownership in Euronet Middle East ("ENME") from 49% to 100%.  That transaction closed in the first quarter of 2012.  As noted in that letter, we prohibit any direct or indirect conduct of business by ENME in any country or with any customer where such conduct of business is prohibited by the laws of the United States, and ENME provides no products, technology, equipment or services to Syria or Sudan.

2. Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. As you know, various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

RESPONSE:

As noted in our response to the Staff's first comment, neither the Company nor any of its subsidiaries or controlled affiliates has any contracts or contacts with Syria or Sudan.

* * * * * * * * *

Euronet acknowledges that:

•

 Euronet 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

•

 Euronet may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact Jeffrey B. Newman, our Executive Vice President and General Counsel, at (562) 345-2664, if you have any questions regarding this submission.

Very truly yours,

EURONET WORLDWIDE, INC.

/s/ Rick L. Weller

Rick L. Weller

Chief Financial Officer

cc:    Todd Schiffman

Assistant Director

Division of Corporation Finance

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

      DIVISION OF
CORPORATION FINANCE

December 22, 2014

Via E-mail
Rick L. Weller
Chief  Financial Officer
Euronet Worldwide, Inc.
3500 College Blvd.
Leawood, KS 66211

 Re: Euornet Worldwide , Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2013
  Filed February 27 , 2014
  File No. 1-31648

Dear M r. Weller :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments, we ask  you to provide us with information so we may better
understand your discl osure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please tell us  why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

General

1. In your letter to us dated December 22, 2011, you discussed contacts with Sudan, and
customers who have contacts  with Syria and Sudan.  As you are aware, Sudan and
Syria are designated by the State Department as state sponsors of terrorism, and are
subject to U.S. economic sanctions and export controls.  You do not provide
disclosure about these countries in the For m 10 -K.  Please describe to us the nature
and extent of your past, current, and anticipated contacts with Sudan and Syria since
your 2011 letter, whether through subsidiaries, affiliates, customers, or other direct or
indirect arrangements.  For instance , we are aware of a 2014 news article reporting
that you provide services to Standard Chartered Bank and UniCredit Group.  Recent
news articles report that these companies may have or have had contacts with Sudan
and Syria.  You should describe any products, services or technology provided to or

Rick L. Weller
Euronet Worldwide, Inc.
December 22, 2014
Page 2

 with respect to Sudan and Syria, directly or indirectly, and any agreements,
commercial arrangements, or other contacts with the governments of those countries
or entities they control.

2. Please discuss the materiality  of any contacts with Sudan and Syria you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in
quantitative terms, including the approximate dollar amounts of any associated
revenues, assets, and liabilities for the last three fiscal years and the subsequent
interim period .  Also, address materiality in terms of qua litative factors that a
reasonable investor would deem important in making an investment decision,
including the potential impact of corporate activities upon a company’s reputation
and share value.  As you know, various state and municipal governments,
universities, and other investors have proposed or adopted divestment or similar
initiatives regarding investment in companies that do business with U.S. -designated
state sponsors of terrorism.  You should address the potential impact of the investor
sentime nt evidenced by such actions directed toward companies that have operations
associated with Sudan and Syria.

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the i nformation the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of t he disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 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 securities laws of the United States.

Rick L. Weller
Euronet Worldwide, Inc.
December 22, 2014
Page 3

Please contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global Security Risk

cc:  Jeffrey B. Newman
  Executive Vice President and General Counsel
  Euronet Worldwide, Inc.

  Todd Schiffman
  Assistant Director
 Division of Corporation Finance

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE

January 6, 2012
Via E-Mail
Michael J. Brown
Chairman and Chief Executive Officer Euronet Worldwide, Inc. 3500 College Boulevard Leawood, KS 66211

 Re: Euronet Worldwide, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2010   Filed February 25, 2011   File No. 1-31648
Dear Mr. Brown:

We refer you to our comment letter dated December 13, 2011 regarding business
contacts with Iran, Syria and Sudan.  We ha ve completed our review of this subject
matter.  We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from  taking any action with respect to the
company or the filing and the co mpany may not assert staff co mments as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of
the United States.  We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of  1934 and all applicable rules require.

        S i n c e r e l y ,

        /s/ Cecilia Blye          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk    cc:  Todd Schiffman   Assistant Director  Division of Cor poration Finance

CORRESP
1
filename1.htm

		Response - SEC Letter Dec 13, 2011

Via EDGAR Transmission

and Federal Express

December 22, 2011

Cecilia D. Blye

Chief, Office of Global Security Risk

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street NE

Washington, D.C.  20549

Re:

 Euronet Worldwide, Inc.

Form 10-K for Fiscal Year Ended December 31, 2010

Filed February 25, 2011

File No. 1-31648

Dear Ms. Blye:

Set forth below are the responses of Euronet Worldwide, Inc. (“Euronet” or the “Company”), to the comment letter, dated December 13, 2011 (the “Comment Letter”), of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to Euronet's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (File No. 1-31648).

For the convenience of the Staff, we have set forth below the text of the Staff's comment from the Comment Letter in bold typeface followed by Euronet's response thereto.

General

Please update us on any contacts with Iran, Syria and Sudan since your letter to us of October 9, 2008, including any indirect contacts through services provided by Al Salam Bank.  As you know, Iran, Syria and Sudan are identified by the State Department as a state sponsor of terrorism and are subject to U.S. economic sanctions and export controls.

Please describe to us the nature and extent of any past, current, and anticipated contacts with Iran, Syria and Sudan whether through affiliates, subsidiaries, or other direct or indirect arrangements. In this regard, we note a 2007 news article reporting that Euronet Middle East has a multiyear agreement with Arab Banking Corporation to drive its ATMs and debit cards management in all countries where it has retail operations. According to Arab Banking Corporation's website, it has a representative office in Iran and it has clients in Iran; and according to public websites and news articles, Arab Banking Corp. conducts business in Syria and Sudan.

RESPONSE:

With respect to your request for updates on contacts with Iran, Syria or Sudan, except as described below with respect to money transmittal services to Sudan, the Company confirms that none of Euronet Middle-East (“ENME”), Euronet or the subsidiaries or controlled affiliates of Euronet have entered into any agreements or commercial arrangements to provide products, technology, equipment or services or had any business contacts with any entity in Iran, Syria or Sudan, including the governments or entities controlled by the governments of Iran, Syria or Sudan.

As described to you in our letter of October 9, 2008, Euronet has owned 49% of the shares of ENME since its formation in 2005 and the investment has been accounted for as an equity method investment.  The investment is reflected in “other assets” on the consolidated balance sheets of Euronet and Euronet's 49% share of ENME's results are recorded in “income from unconsolidated affiliates” on the consolidated statements of operations of Euronet.  Subsequent to October 2008, the Company has recently agreed to acquire the remaining 51% of the shares of ENME from Arab Financial Services Company B.S.C., subject to certain closing conditions.  If the acquisition is completed, which is expected to occur during the first quarter 2012, the operations and financial position of ENME will be consolidated as required by U.S. generally accepted accounting principles from the date of the acquisition.  Upon completion of the acquisition, the Company will continue to prohibit the direct or indirect conduct of business by ENME in any country or with any customer if the laws of the United States at any time prohibit such conduct of business in such country or with such customer.

Commencing in 2011, Euronet initiated money transfer services for the forwarding of non-commercial, personal remittances to Sudan through entities that are neither government-controlled nor subject to blocking.  The remittances were conducted in full compliance with the provisions of the general license authorization for U.S. registered money transmitters as provided under the Sudanese Sanctions Regulations.  Through the date of this letter, 72 money transfers for a total value of $34,655 have been sent to Sudan.  The Company's Money Transfer Segment has compliance policies and procedures in place to ensure transactions do not involve blocked parties subject to U.S. sanctions as mandated by the Office of Foreign Assets Control.  Further, all of the transactions were thoroughly screened for evidence of possible money laundering and terrorist financing prior to transfer of the funds consistent with the rules and regulations as administered by the Financial Crimes Enforcement Network.

With respect to Al Salam Bank referenced in your comment, ENME is a party to an agreement with Al Salam Bank-Bahrain to provide services in Bahrain that was originally entered into in November 2006.  The services provided to Al Salam Bank-Bahrain under this agreement consist of processing transactions from three ATMs in Bahrain, debit card management services for cards the bank issues in Bahrain for approximately 3,000 to 4,000 cards and certain gateway services by which transactions on its bank cards are routed through ENME's processing center to Visa International for authorization.  ENME does not provide any direct or indirect services under this contract with Al Salam Bank-Bahrain in Iran, Syria or Sudan.

According to information provided by Al Salam Bank-Bahrain, Al Salam Bank-Bahrain is a public company and the share of its capital owned by Al Salam Bank-Sudan is 1.4%.  Al Salam Bank-Sudan also appears to be a public company and is not controlled by the government of Sudan.  Neither Al Salam Bank-Bahrain nor Al Salam Bank-Sudan is on the Office of Foreign Assets Control list of Specially Designated Individuals or Blocked Persons.

Revenues earned by ENME for services provided under its contract with Al Salam Bank-Bahrain represent 4% and 5% of the total revenues recorded by ENME for the years ended December 31, 2009 and 2010, respectively, and are expected to represent approximately 4% of expected revenues recorded by

ENME for 2011 and would represent approximately 0.01% of Euronet's consolidated revenues for the years ended December 31, 2009, 2010 and 2011.

With respect to the news article referenced in your comment, ENME is a party to a master services agreement with Bahrain-based Arab Banking Corporation (“ABC”) that allows the Company to enter into affiliate agreements with ABC in all countries where it has retail operations.  To date, ENME has only entered into affiliate agreements to provide processing services for a total of 110 ATMs, debit card management services for approximately 90,000 cards and certain gateway services for routing of transactions to Visa International for authorization for ABC affiliates in Egypt, Jordan and Algeria only.  ENME has not provided, and does not anticipate providing, services to ABC affiliates in Iran, Syria or Sudan.

Euronet's Code of Business Conduct and Ethics, as well as the joint venture agreement creating ENME, expressly prohibits the conduct of business in any country or with any customer if the laws of the United States at any time prohibit such conduct of business in such country or with such customer.

The Company believes that the disclosures contained in Euronet's filings with the Commission are sufficient to ensure that stockholders are aware of the Company's global operations, including operations in the Middle-East.  Euronet believes that amounts earned by Euronet and ENME from the matters described above are inconsequential to ENME and to Euronet's consolidated financial statements.

* * * * * * * * *

1.

 Euronet acknowledges that:

•

 Euronet 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

•

 Euronet may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact Jeffrey B. Newman, our Executive Vice President and General Counsel, at (562) 345-2664, if you have any questions regarding this submission.

Very truly yours,

EURONET WORLDWIDE, INC.

/s/ Michael J. Brown

Michael J. Brown

Chairman of the Board and Chief Executive Officer

cc:    Todd Schiffman

Assistant Director

Division of Corporation Finance

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE

December 13, 2011
Via E-Mail
Michael J. Brown
Chairman and Chief Executive Officer Euronet Worldwide, Inc. 3500 College Boulevard Leawood, KS 66211

 Re: Euronet Worldwide, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2010   Filed February 25, 2011   File No. 1-31648
Dear Mr. Brown:

We have limited our review of your filing to your contacts with countries that
have been identified as state sponsors of terrorism and we have the following
comments.  Our review with respect to this  issue does not precl ude further review by
the Assistant Director group w ith respect to other issues.   At this juncture, we are
asking you to provide us with informa tion so we may better understand your
disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comment applie s to your facts and circumstances, please tell us why in
your response.
 After reviewing the information you provide in response to this comment, we may
have additional comments.  General

1. Please update us on any contacts with Iran, Syria and Sudan since your letter to us
of October 9, 2008, including any indirect  contacts through services provided by
Al Salam Bank.  As you know, Iran, Syria and Sudan are iden tified by the State
Department as a state sponsor of terr orism and are subject to U.S. economic
sanctions and export controls.
Please describe to us the nature and exte nt of any past, current, and anticipated
contacts with Iran, Syria and Sudan whether through affiliates, subsidiaries, or other direct or indi rect arrangements.  In this re gard, we note a 2007 news article

Michael J. Brown
Euronet Worldwide, Inc. December 13, 2011 Page 2
 reporting that Euronet Middle East has a multiyear agreement with Arab Banking
Corporation to drive its ATMs and debit ca rds management in all countries where
it has retail operations.   According to Arab Banking Corporation’s website, it has
a representative office in Iran and it has cl ients in Iran; and according to public
websites and news articles, Arab Banki ng Corp. conducts business in Syria and
Sudan.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all facts relating to the company’s disclosure,
they are responsible for the accuracy and adequa cy of the disclosures they have made.
 In responding to our comment, please provide a written statement from the
company acknowledging that:

 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Please contact Jennifer Hardy, Special C ounsel, at (202) 551- 3767 or me at (202)
551-3470 if you have any questions about  the comment or our review.

        S i n c e r e l y ,

        /s/ Cecilia Blye          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Todd Schiffman   Assistant Director  Division of Cor poration Finance

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 4720
        September 2, 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 completed our review of your Form 10-K and have no further comments at this
time.

Sincerely,

William Friar Senior Financial Analyst

CORRESP
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Secure Financial Transactions — Any Time, Any Place

August 20, 2009

VIA EDGAR AND FACSIMILE

Mr. Justin Dobbie

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

Euronet Worldwide, Inc.

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

File No. 001-31648

Dear Mr. Dobbie:

We have reviewed your comment letter dated July 23, 2009 regarding our response filed July 14, 2009 concerning your review of the Form 10-K for the year ended December 31, 2008 filed by Euronet Worldwide, Inc. (the “Company”, “Euronet”, “we” or “us”).  Our response to your comment follows.  For your convenience, we have set forth below the Staff’s comment in bold typeface followed by our response thereto.

Commission Comment 1 relating to Compensation Discussion and Analysis, page 27 of Definitive Proxy Statement on Schedule 14A and Annual Bonus, page 30 of Definitive Proxy Statement on Schedule 14A:

We note your July 14, 2009 response to comment 1 in our letter dated June 30, 2009.  We are not persuaded by your arguments not to provide the information in next year’s proxy statement, and we continue to believe that shareholders should be provided with performance target information.  Please provide us with proposed revised disclosure that includes the performance targets for 2008 and confirm that the company will disclose similar performance targets in future filings.

4601 College Boulevard, Suite 300 • Leawood, KS 66211 USA

Tel: +1-913-327-4200 • Fax: +1-913-327-1921

1

Company Response:

The Company continues to believe that the reasons for non-disclosure of performance targets outlined to the Staff in our letter dated July 14, 2009 have merit.  Nevertheless, we have provided below proposed revised disclosure that includes the performance targets for compensation awarded to or earned by named executive officers in 2008. We confirm that we will disclose similar performance targets in future filings in accordance with Item 402(b) of Regulation S-K and Regulation S-K Compliance and Disclosure Interpretation 118.04.

Elements of Compensation

Annual Bonus

In determining annual bonuses, the Compensation Committee considers the overall performance of Euronet and individual performance of each executive officer. In measuring individual performance, the Compensation Committee measures the level of responsibility of an executive officer against his base salary and other elements of compensation in order to determine whether overall compensation is sufficient to retain and motivate highly qualified individuals.

The Executive Annual Incentive Plan, which was approved by Stockholders in 2006, covers officers holding the office of Vice President and above. Bonuses to executive officers are closely correlated to Euronet’s financial performance.  In March 2008, the Compensation Committee established 2008 incentive targets for Messrs. Brown and Weller that were based on the growth in Cash EPS as compared to 2007. For Messrs. Gumbley, Bianchi and Heinz, 2008 incentive targets consisted of growth in operating unit performance compared to 2007.

For 2008, Messrs. Brown and Weller were entitled to receive annual bonuses based on the achievement of a predetermined threshold, target and maximum Cash EPS growth objectives. Cash EPS growth of 8%, 12% or 16% would result in a payout as a percent of base salary of 50%, 100% or 200%, respectively, for Mr. Brown and 30%, 60% or 120%, respectively, for Mr. Weller. If the threshold growth objectives were not met, Messrs. Brown and Weller were eligible for a portion of the bonuses based on the achievement of personal and strategic goals. The percentage of respective base salary each was eligible to receive was 17.5% for Mr. Brown and 10.5% for Mr. Weller. Growth in Cash EPS for 2008 was less than the predetermined threshold; therefore, Messrs. Brown and Weller were only eligible for the personal and strategic portion of the bonuses and were paid $87,500 and $34,125, respectively, for achieving those goals.

Messrs. Gumbley, Bianchi and Heinz were entitled to receive annual bonuses based on the achievement of a predetermined threshold, target and maximum growth in operating income of their respective operating units. Mr. Gumbley’s annual bonus was based upon predetermined objectives for both the Prepaid Processing Segment and e-pay Australia. Operating income growth for the Prepaid Processing Segment of 12%, 14% or 16% would result in a payout as a percent of base salary of 17%, 33% or 50%, respectively.  Operating income growth for e-pay Australia of 1%, 6% or 10% would result in a payout as a percent of base salary of 17%, 33% or 50%, respectively. Growth in operating income for both the Prepaid Processing Segment and e-pay Australia exceeded the maximum objective and, therefore, Mr. Gumbley was paid $248,523. For Mr. Bianchi, operating income growth for the Money Transfer Division of 100%, 115% or 130%
would result in a payout as a percent of base salary of 30%, 60% or 120%, respectively.  Operating income growth for the Money Transfer Segment exceeded the target objective and, therefore, Mr. Bianchi was paid $270,000. For Mr. Heinz, operating income growth for the Europe, Middle East and Africa (“EMEA”) EFT Processing division of 4%, 21% or 37% would result in a payout as a percent of base salary of 33%, 100% or 200%, respectively. Operating income growth for the EMEA EFT Processing division exceeded the threshold objective and, therefore, Mr. Heinz was paid $172,000.

2

The following are the proposed revised footnotes to the table of Grants of Plan-Based Awards for 2008 for equity incentive plan awards made to Named Executive Officers during the fiscal year ended December 31, 2008, with changes underlined:

(2)

Award vests on achieving cumulative Cash EPS of $4.14 for the years 2009 through 2011, contingent upon the executive officer’s continued employment on the vesting date.

(6)

The shares under this award will be earned and eligible for time-based vesting if the Prepaid Processing Segment and e-pay Australia achieve pre-determined operating income growth targets for 2008 over 2007, after eliminating the impact of changes in foreign currency exchange rates. Growth of 12% or 14%
results in an aggregate 11,500 or 20,000 shares earned, respectively.  Of shares earned, 50% vest immediately and 50% vest after one year. If the target is not met, the entire grant is forfeited by Mr. Gumbley. Vesting is also contingent upon Mr. Gumbley’s continued employment on each vesting date.

(7)

The shares under this award will be earned and eligible for time-based vesting if the Prepaid Processing Segment achieves pre-determined operating income growth targets for 2009 compared to 2008, after eliminating the impact of changes in foreign currency exchange rates.  Growth of 12%, 14% or 16% results in
an aggregate 5,000, 11,500 or 20,000 shares earned, respectively.  Of shares earned, 50% vest immediately and 50% vest after one year.  If the target is not met, the entire grant is forfeited by Mr. Gumbley.  Vesting is also contingent upon Mr. Gumbley’s continued employment on each vesting date.

(8)

The shares under this award will be earned and eligible for time-based vesting if the Prepaid Processing Segment achieves pre-determined operating income growth targets for 2010 compared to 2009, after eliminating the impact of changes in foreign currency exchange rates.  Growth of 12%, 14% or 16% results in
an aggregate 5,000, 11,500 or 20,000 shares earned, respectively.  Of shares earned, 50% vest immediately and 50% vest after one year.  If the target is not met, the entire grant is forfeited by Mr. Gumbley.  Vesting is also contingent upon Mr. Gumbley’s continued employment on each vesting date.

(9)

The shares under this award will be earned and eligible for time-based vesting if the EMEA EFT Processing division achieves pre-determined operating income growth targets for 2008 compared to 2007, after eliminating the impact of changes in foreign currency exchange rates. Growth of 15%, 20% or 25% results in
an aggregate 5,000, 11,500 or 20,000 shares earned, respectively.  Of shares earned, 20% vest immediately and 20% vest each of the next four years. If the target is not met, the entire grant is forfeited by Mr. Heinz. Vesting is also contingent upon Mr. Heinz’s continued employment on each vesting date.

(10)

The shares under this award will be earned and eligible for time-based vesting if the EMEA EFT Processing division achieves pre-determined operating income growth targets for 2009 compared to 2008, after eliminating the impact of changes in foreign currency exchange rates. Growth of 15%, 20% or 25% results
in an aggregate 5,000, 11,500 or 20,000 shares earned, respectively.  Of shares earned, 20% vest immediately and 20% vest each of the next four years. If the target is not met, the entire grant is forfeited by Mr. Heinz. Vesting is also contingent upon Mr. Heinz’s continued employment on each vesting date.

(11)

The shares under this award will be earned and eligible for time-based vesting if the EMEA EFT Processing division achieves pre-determined operating income growth targets for 2010 compared to 2009, after eliminating the impact of changes in foreign currency exchange rates. Growth of 15%, 20% or 25% results
in an aggregate 5,000, 11,500 or 20,000 shares earned, respectively.  Of shares earned, 20% vest immediately and 20% vest each of the next four years. If the target is not met, the

3

entire grant is forfeited by Mr. Heinz. Vesting is also contingent upon Mr. Heinz’s continued employment on each vesting date.

We believe the proposed revised disclosures above provide the performance target disclosures requested by the Staff and we confirm that we will provide similar disclosures in future filings in accordance with Item 402(b) of Regulation S-K and Regulation S-K Compliance and Disclosure Interpretation 118.04.

The Company also acknowledges that 1) it is responsible for the adequacy and accuracy of the disclosure in its filing; 2) 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 3) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions concerning this letter or if you would like any additional information, please do not hesitate to call me at (913) 327-4200.

Sincerely,

/s/ Rick L. Weller

Rick L. Weller

Executive Vice President and

Chief Financial Officer

cc: William Friar, Senior Financial Analyst

4

CORRESP
1
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 Secure Financial Transactions — Any Time, Any Place

August 5, 2009

VIA EDGAR AND FACSIMILE

Mr. Justin Dobbie

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

Euronet Worldwide, Inc.

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

File No. 001-31648

Dear Mr. Dobbie:

We have reviewed your comment letter dated July 23, 2009 regarding our response filed July 14, 2009 concerning your review of the Form 10-K for the year ended December 31, 2008 filed by Euronet Worldwide, Inc.  We respectfully request an extension of 10 business days to respond as our resources are currently dedicated to preparing and filing our Quarterly Report on Form 10-Q.  We will provide our response no later than August 20, 2009.  Thank you for your consideration.

If you have any questions concerning this request, please do not hesitate to call me at (913) 327-4200.

Sincerely,

/s/  Rick L. Weller

Executive Vice President and

Chief Financial Officer

cc: William Friar, Senior Financial Analyst

4601 College Boulevard, Suite 300 • Leawood, KS 66211 USA

Tel: +1-913-327-4200 • Fax: +1-913-327-1921

1

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 4720
July 23, 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 response filed with the Commission on July 14, 2009 and
have the following comment.  Where i ndicated, we think you should revise your
documents in response to this comment.  If you disagree, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explan ation.  In our comment, we may ask you to
provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
 Feel free to call us at th e telephone numbers listed at the end of th is 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. We note your July 14, 2009 response to co mment 1 in our letter dated June 30,
2009.  We are not persuaded by your arguments  not to provide the information in
next year’s proxy statement, and we contin ue to believe that shareholders should
be provided with performance target information.  Please provide us with
proposed revised disclosure that incl udes the performance targets for 2008 and

Rick L. Weller
Euronet Worldwide, Inc. July 23, 2009 Page 2

confirm that the company will disclose similar performance targets in future
filings.
 Closing Comments

   Please respond to this comment within 10 business days or tell us when you will provide us with a response.  Please furnish a cover letter that keys your response to our
comment and provides any requested information.  Detailed cover lette rs greatly facilitate
our review.  Please understand that we may have additional commen ts after reviewing
your response to our comment.   Please contact Justin Dobbie at (202)  551-3469 or me at (202) 551-3418 with any
questions.
Sincerely,

William Friar Senior Financial Analyst

CORRESP
1
filename1.htm

 Secure Financial Transactions — Any Time, Any Place

July 14, 2009

VIA EDGAR AND FACSIMILE

Mr. Justin Dobbie

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

Euronet Worldwide, Inc.

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

File No. 001-31648

Dear Mr. Dobbie:

We have reviewed your comment letter dated June 30, 2009 regarding the Form 10-K for the year ended December 31, 2008 filed by Euronet Worldwide, Inc. (the “Company”, “Euronet”, “we” or “us”).  Our responses to your comments follow.  For your convenience, we have set forth below the Staff’s comments in bold typeface followed by the Company’s response thereto.

Commission Comment 1 relating to Compensation Discussion and Analysis, page 27 of Definitive Proxy Statement on Schedule 14A and Annual Bonus, page 30 of Definitive Proxy Statement on Schedule 14A:

Please tell us why you have not disclosed the performance targets utilized in determining annual bonus and stock incentive compensation for your named executive officers for the 2008 fiscal year.  For example, you have not disclosed the specific threshold, target and maximum 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 income 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 performance 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 analysis
supporting your conclusion.  In particular, your competitive harm analysis 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.

4601 College Boulevard, Suite 300 • Leawood, KS 66211 USA

Tel: +1-913-327-4200 • Fax: +1-913-327-1921

1

Company Response:

To address the comment regarding the reasons for not disclosing performance targets utilized in determining annual bonus and stock incentive compensation for our named executive officers for 2008, we are dividing the named executive officers into two groups: named executive officers with company-wide responsibilities and named executive officers with divisional responsibilities.  Michael Brown, Chief Executive Officer and Rick Weller, Chief Financial Officer are the named executive officers who have company-wide responsibilities and Gareth Gumbley, Juan Bianchi and Roger Heinz are the named executive officers who have divisional responsibilities.  We generally have different reasons for not disclosing the specific performance targets applicable to each group.  The performance targets for executives with company-wide responsibilities were not disclosed primarily because they were not material to the
determination of their compensation.  The performance targets for divisional executives were not disclosed principally because such disclosure would result in competitive harm.  The discussion below addresses the reasons for non-disclosure of performance targets for bonuses and awards granted to each group and for awards granted to both.

Named Executive Officers – Company-wide Responsibilities

Regulation S-K Compliance and Disclosure Interpretation 118.04 states, “Whether performance targets are material is a facts and circumstances issue...”  The following discussion addresses the facts and circumstances leading to non-disclosure of the performance targets for Euronet’s named executive officers with company-wide responsibilities based on a lack of materiality.

Annual Bonus. As disclosed on page 31 of the Definitive Proxy Statement on Schedule 14A, the 2008 growth in Cash EPS was less than the predetermined threshold; therefore, Messrs. Brown and Weller were not awarded any bonuses for those performance targets.  Rather, they received bonuses of $87,500 and $34,125, respectively, based on their achievement of personal and strategic goals that were qualitative in nature.  These bonuses amounted to 17.5% and 10.5% of their respective base salaries.  Therefore, Messrs. Brown and Weller received no bonuses in 2008 based upon quantitative performance goals and relatively insignificant bonuses based on qualitative goals.  Given the failure to achieve the quantitative performance targets in 2008, we do not believe that such targets are material.

In addition, while the immaterial amounts paid to Messrs. Brown and Weller support not disclosing specific performance targets, they also provide qualitative information to stockholders.  By observing the relatively low payouts disclosed in the Definitive Proxy Statement on Schedule 14A and the Company’s performance disclosed in the Annual Report on Form 10-K and other communications, stockholders can clearly recognize that the Company’s incentive pay for these executives is aligned with performance; i.e., executives are not receiving significant payouts when the Company is not performing to expectations.  This point is further illustrated by the disclosure in footnote 5 to the Summary Compensation Table on page 34 of the Definitive Proxy Statement on Schedule 14A which discusses the reversal of share-based compensation expense in 2008 related to prior year restricted stock grants to Messrs. Brown
and Weller because it is not probable that the Adjusted EPS target will be achieved.  While not disclosing the specific Adjusted EPS target, the information allows stockholders to discern that the target was sufficiently rigorous so as to significantly reduce the likelihood of providing an award when the Company’s Adjusted EPS was not growing as expected.  Thus, the specific performance targets are not material to understanding the determination of these executives’ pay, but rather appreciating the correlation between executive incentive pay and Company performance is the fundamental information needed to understand their incentive awards.

March 2008 Stock Incentive Awards.  This correlation between executive incentive pay and Company performance as disclosed in the Company’s SEC filings can be observed over several years, demonstrating a consistency in granting executive compensation and setting demanding performance goals.  Therefore, not only are incentive compensation amounts earned by Messrs. Brown and Weller immaterial in 2008, but the

2

specific performance targets set for the future vesting of incentives awarded to them in 2008 are not critical to understanding that those targets are sufficiently rigorous in keeping with such targets set in the past.  For these awards, the Compensation Committee of the Board of Directors has generally required that the Company substantially improve its financial performance for awards to vest.  In future filings, we will provide further discussion of how difficult it is expected to be for Euronet to achieve the undisclosed performance targets.

Regarding the March 2008 stock incentive awards granted to Messrs. Brown and Weller, we disclose in footnote 1 to the award grant table on page 36 of the Definitive Proxy Statement on Schedule 14A that shares for those awards vest each year in proportion to the cumulative growth in Cash EPS with no minimum threshold such that all granted shares vest upon achievement within 10 years of 100% cumulative growth in Cash EPS with 2007 as the base year.  Accordingly, there is no specific target, rather, the shares vest in direct relationship to Cash EPS growth.  For example, if cumulative Cash EPS growth is 20%, then 20% of the awarded shares would vest.  The vesting of executives’ shares is directly linked to the same performance improvement stockholders realize through the growth in Cash EPS.  Thus, there are no undisclosed performance targets with respect to these awards.

Named Executive Officers – Divisional Responsibilities

Annual Bonus and July 2008 Stock Incentive Awards. We have not disclosed the performance targets relating to bonuses paid or the July 2008 stock incentive awards granted to Messrs. Gumbley, Bianchi and Heinz because we believe such disclosure could result in competitive harm to the Company. The bonuses paid and the vesting of stock incentive awards granted to these executives are based upon operating income growth in their respective operating units. The Company believes that such information could be used to its detriment by competitors, customers and counterparties as described below.

The primary competitive harm that would occur from disclosing the specific performance targets of our divisional executives is related to executive retention and recruitment.  Euronet operates in three distinct segments: Electronic Financial Transaction (“EFT”) Processing, Prepaid Processing and Money Transfer.  Each segment operates in multiple countries and approximately 75% of Euronet’s revenues are generated outside the U.S.  The Company’s strategy has primarily been to be the “first mover” in emerging markets outside the U.S. and operate with local leadership.  Euronet prefers to employ local divisional executives who are citizens of the division’s main geographic region and who also have an understanding of U.S. business practices.  The type of executive desired has a familiarity with the business practices of his or her home country and can navigate the economic,
regulatory, linguistic and cultural distinctions present in the other countries in which the division operates.  Further, the executive must be able to manage U.S. business practices and comply with U.S. regulations such as the Foreign Corrupt Practices Act and Sarbanes-Oxley Act.  Given that many of the primary markets in which Euronet operates are in the relatively small countries and economies of Eastern Europe, Latin America and the Middle and Far East, the pool of executives in those countries meeting the stated requirements is limited.  The size of the pool is further limited by the fact that many of these countries have only been functioning in a capitalistic society for a short time, which has not allowed for the development of numerous local business leaders who are proficient in Western business practices and have developed a mature framework of business ethics.  However, demand for such executives is high in these small but emerging economies.  Therefore, competition for
executive talent is intense.  Euronet executives, in particular, are coveted for a number of reasons: 1) Euronet has introduced several products and services which were new to many of its markets and our executives possess proven entrepreneurial skills because of those pioneering experiences; 2) our executives have demonstrated high ethical standards and an ability to provide a strong control environment because of the nature of the products and services offered as well as the need to comply with local and U.S. regulations; and 3) our executives possess the skills to work internationally which were developed from managing operations in multiple countries while reporting and communicating to Euronet’s U.S. headquarters.  The Company has invested significant time and resources in recruiting, hiring, developing and retaining its divisional management.

3

Disclosing specific performance targets of our divisional executives would provide competitors for executive talent with more information that could be used to lure away our existing executives or enable them to compete more effectively for any replacement candidates.  Such a situation clearly diminishes Euronet’s competitive position in retaining and recruiting executive talent and would cause us competitive harm given the significant competition for limited resources.

We could also incur competitive harm from disclosing divisional performance targets that would give competitors insight into our operating strategies that would allow them to more efficiently counter those strategies.  Providing divisional operating income growth targets would allow competitors to compare those targets with historical results and enable them to discern possible shifts in operating strategies or areas of emphasis.  A detected improvement in one of our division’s operating income targets may lead competitors to perceive a significant upcoming market action by us and lead them to more vigorously defend their market position.  Conversely, a detected deceleration in one of our division’s operating income targets could lead them to perceive us developing a market weakness and cause them to attempt to exploit the perceived weakness, including through raising doubts with customers about the
stability and prospects of the division as discussed below.

The same information described above could also lead customers and vendors to alter their relationships with us.  A detected strengthening of divisional operating income could lead customers and vendors to perceive that we anticipate robust operations and to then demand to share in that expanding profitability.  Conversely, a detected weakening of divisional operating income could lead customers and vendors to perceive in us a lack of stability and drive customers to seek our competitors for their processing solutions and vendors to impose less beneficial terms on us for the purchase of their products and services.  This is a particularly sensitive area for the Company as a major portion of its operations is set up to provide processing services for transactions conducted at third-party retail locations.  A portion of the fees charged to customers is provided to the retailers who are very aware of their share
of the fees.  The retailers are always keen to detect any change to customer fees or their commissions.  Therefore, disclosing divisional performance targets could cause retailers to perceive changes, real or imagined, which could lead to a significant number of retailer inquiries, challenges, demands and even terminations that would be harmful to our business.

The Company further believes that disclosing divisional performance targets that do not represent entire reporting segments would cause even deeper competitive harm than disclosing performance targets of reporting segments.  For example, part of Mr. Gumbley’s incentive awards includes performance targets of our prepaid operations in Australia.  Another example is that part of Mr. Heinz’s incentive awards includes performance targets of the Europe, Middle East and Africa EFT Processing division.  While the Company regularly discloses operating results of its reporting segments, it believes that disclosing performance targets and results of specific portions of our segments, which are not otherwise disclosed, would provide even more visibility into our operations and expectations of those markets which could be exploited by our competitors, customers and vendors.

All Named Executive Officers

December 2008 Stock Incentive Awards. The other awards granted in 2008 to the named executive officers which are based on quantitative goals are the stock incentive awards that vest on achieving a pre-determined level of cumulative Cash EPS for the years 2009 through 2011, contingent upon the executive officer’s continued employment on the vesting date.  We did not disclose the performance targets for these awards because we do not believe that these awards constitute a material part of the executives’ compensation or that the actual performance targets are material to an understanding of the executive compensation policies applicable to these executives.  As disclosed on page 36 of the Definitive Proxy Statement on Schedule 14A, the awards represe

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

CORRESP
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[EURONET LETTERHEAD]

VIA EDGAR TRANSMISSION

AND FEDERAL EXPRESS

October 9, 2008

Cecilia Blye

Office of Global Security Risk

U.S. Securities and Exchange Commission

100 F Street. N.E.

Washington, D.C.  20549

            Re:

            Euronet Worldwide, Inc.

Form 10-K for Fiscal Year Ended December 31, 2007

File No. 1-31648

Dear Ms. Blye:

Set forth below are the responses of Euronet Worldwide, Inc. (“Euronet”), to the comment letter, dated September 30, 2008 (the “Comment Letter”), of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to Euronet’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File No. 1-31648).

For the convenience of the Staff, we have set forth below the text of the Staff’s comments from the Comment Letter in bold typeface followed by Euronet’s responses thereto.

General

1.         We note the references in your 10-K to the Middle East.  We also note that there have been press stories reporting that Euronet Middle East entered into an agreement with Al Salam Bank-Bahrain.  We also note in those reports that Al Salam Bank-Bahrain is partially owned by Al Salam Bank-Sudan, a Sudanese company.  While your 10-K did not specifically mention Iran, Syria or Sudan, they are countries in that region and they have been identified as state sponsors of terrorism by the U.S. Department of State, and are subject to U.S. economic sanctions and export controls.  Please describe for us any past, current, and anticipated operations in, or other contact with, Iran, Syria or Sudan.  Your response should include descriptions of contacts through subsidiaries, joint ventures or
distributors, or other indirect arrangements, if any.  Describe in reasonable detail the nature and scope of any products, technologies, equipment, and services you have provided in each of the three countries, as well as any agreements, commercial arrangements or other contacts with the government, or entities controlled by the government, of any of the three countries.

RESPONSE:

Euronet Middle East (“ENME”) is a joint venture corporation in which we own 49% of the shares.  As disclosed in our Form 10-K for the fiscal year ended December 31, 2007, since the formation of the joint venture we have accounted for the investment as an equity method investment, whereby the investment is reflected in “other assets” on the Company’s consolidated balance sheet and our share of the results are recorded in “income from unconsolidated affiliates” on the consolidated statement of income.  Euronet has had past discussions and may have future discussions regarding the potential acquisition of the remaining 51% ownership in ENME.  Should our ownership exceed 50%, or should we obtain other indicators of control over the joint venture, Euronet will consolidate the operations of ENME as required by U.S. generally accepted accounting principles.

We believe that neither ENME nor any other member of the Euronet group has had in the past, currently has, or anticipates having in the future, operations or business contacts in Iran, Syria or Sudan. We believe that neither ENME nor any other member of the Euronet group has provided any products, technologies, equipment or services in Iran, Syria or Sudan or entered into any agreements or commercial arrangements or had any business contacts with any entity in Iran, Syria or Sudan, including the governments or entities controlled by the governments of Iran, Syria or Sudan.

With respect to the agreement referenced in your comment, ENME is a party to an agreement with Al Salam Bank-Bahrain to provide services in Bahrain that was entered into during November 2006.  The services provided to Al Salam Bank-Bahrain under this agreement consist of processing transactions from two automated teller machines in Bahrain, debit card management services for cards it issues in Bahrain (estimated to be 2000 cards) and certain gateway services by which transactions on its bank cards are routed through ENME’s processing center to Visa International for authorization.  ENME does not provide any services under this contract to Al Salam Bank-Bahrain in Iran, Syria or Sudan.

According to information available to us, Al Salam Bank-Bahrain is a public company and the share of its capital owned by Al Salam Bank-Sudan is 2%.  According to information available to us, it appears that Al Salam Bank-Sudan is also a public company and is not controlled by the government of Sudan.  Neither Al Salam Bank-Bahrain nor Al Salam Bank-Sudan is on the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Individuals or Blocked Persons.  Based on this, we do not believe Euronet can in any way be considered to have business contacts with a company or country identified as a state sponsor of terrorism.

We note, finally, that Euronet Code of Business Conduct and Ethics, as well as the joint venture agreement creating ENME, expressly prohibits the conduct of business in any country or with any customer if the laws of the United States at any time prohibit such conduct of business in such country or with such customer.

2.         Please discuss the materiality of any operations and other contacts described in response to the foregoing comment, and whether they would constitute a material investment risk for your security holders.  You should address materiality in quantitative

2

terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the past three fiscal years.  Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company's reputation and share value.  In this regard, we note that various state and municipal governments, universities, and other investors have proposed or adopted divestment or other initiatives regarding investment in companies that do business with state sponsors of terrorism.  Your materiality analysis should address the potential impact of investor sentiment directed toward companies that have business contacts with countries identified as state sponsors of terrorism.

RESPONSE:

We believe that neither Euronet nor ENME has ever recorded or realized any revenues or profits from operations in, or business with any entity formed or doing business in Iran, Syria or Sudan.  Therefore, we do not believe that our operations in this regard constitute a material investment risk for our security holders.  Additionally, based on disclosures contained in our filings with the Commission, we believe that our shareholders are aware of our global operations, including our operations in the Middle-East.

In response to your request for quantitative analysis, during the years ended December 31, 2006 and 2007, ENME recorded total revenues of $977,000 and $1,598,000, respectively, and net losses of $1,782,000 and $350,000, respectively.  As of December 31, 2006 and 2007, ENME had total assets of $3,209,000 and $3,592,000, respectively, and had an accumulated deficit of $1,782,000 and $2,132,000, respectively.  As discussed in our response to Comment No. 1 above, we have accounted for our investment in ENME using the equity method of accounting.  Since the formation of the joint venture, we have contributed a total of $1,470,000, representing our 49% share of total contributed capital.  As of December 31, 2007, our investment had been reduced to zero and Euronet has no obligation to provide additional debt or equity funding to ENME.

In consideration of its services under its contract with Al Salam Bank-Bahrain, ENME earned total revenues of $40,000 in 2006, the initial year of the contract, and $71,244 in 2007.  We expect to earn total revenues for these services of approximately $120,000 during 2008.  These revenues represent 4.1% and 4.5% of the total revenues recorded by ENME for the years ended December 31, 2006 and 2007, respectively, and are expected to represent approximately 6% of the revenues recorded by ENME for 2008.

In summary: i) we do not have any operations, do not generate revenues or profits and do not have assets related to activities in Iran, Syria or Sudan; ii) based on disclosures contained in our filings with the Commission, we believe that our shareholders are aware of our global operations, including our operations in the Middle-East; and iii) amounts earned by ENME from the contract with Al Salam Bank-Bahrain are immaterial to ENME and to Euronet’s consolidated financial statements.  Therefore, to the extent that this agreement would be of potential concern to investors, we believe that the Al Salam Bank-Bahrain agreement is immaterial in amount and significance and we would not expect any adverse investor sentiment to be directed at Euronet as a result of such agreement.

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* * * * * * * * *

Euronet acknowledges that:

            •

            Euronet is responsible for the adequacy and accuracy of the disclosure in the filings;

            •

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

            •

            Euronet may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact Jeffrey B. Newman, our Executive Vice President and General Counsel, at (562) 345-2664, if you have any questions regarding this submission.

Very truly yours,

EURONET WORLDWIDE, INC.

/s/ Michael J. Brown

Michael J. Brown

Chairman of the Board and Chief Executive Officer

4

September 30, 2008

 Mail-Stop 5546    Mr. Michael J. Brown
Chief Executive Officer
Euronet Worldwide, Inc.   4601 College Boulevard Suite 300 Leawood, Kansas 66211   Re: Euronet Worldwide, Inc.  Form 10-K for Fiscal Year Ended December 31, 2007  File No. 1-31648   Dear Mr. Brown:
 We have limited our review of your filing referenced above, to disclosure
relating to your contacts with  countries that have been identified as state sponsors of
terrorism, and we have the following comments.  Our review with respect to this issue does not preclude further review by the Di vision of Corporation Finance’s assistant
director group to whom your company is assigne d with respect to other issues.  At this
juncture, we are asking you to provide us with supplemental information, so that we
may better understand your disclosure.  Please be as detailed as necessary in your response. After reviewing this information, we may raise additional comments.
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 filings.  We look forward to working with you in th ese respects.  We welcome any questions you
may have about our comments or on any other as pect of our review.  Feel free to call us
at the telephone numbers listed at the end of this letter.

General

1. We note the references in your 10-K to the Middle East.  We also note that there
have been press stories reporting that Euronet Middle East entered into an
agreement with Al Salam Bank-Bahrain.  We also note in those reports that Al Salam Bank-Bahrain is partially owne d by Al Salam Bank-Sudan, a Sudanese

Mr. Michael J. Brown
Euronet Worldwide, Inc.
Page 2

2. company.  While your 10-K did not speci fically mention Iran, Syria or Sudan,
they are countries in that region and they ha ve been identified as state sponsors of
terrorism by the U.S. Department of St ate, and are subject to U.S. economic
sanctions and export controls.  Please de scribe for us any past, current, and
anticipated operations in, or other contacts with, Iran, Syria or Sudan.  Your
response should include descriptions of  contacts through subsidiaries, joint
ventures or distribut ors, or other indirect arrange ments, if any.  Describe in
reasonable detail the nature and scope of  any products, technologies, equipment,
and services you have provided in each of  the three countries, as well as any
agreements, commercial arrangements or other contacts with the government, or
entities controlled by the government , of any of the three countries .

3. Please discuss the materiality of any ope rations and other contacts described in
response to the foregoing comment, and wh ether they would constitute a material
investment risk for your security holde rs.  You should address materiality in
quantitative terms, including the approximate  dollar amounts of any associated
revenues, assets, and liabilities for the past three fis cal years.  Also, address
materiality in terms of qualitative factor s that a reasonable in vestor would deem
important in making an investment deci sion, including the potential impact of
corporate activities upon a company’s reputa tion and share value.  In this regard,
we note that various state and municipa l governments, universities, and other
investors have proposed or adopted divestment or ot her initiatives regarding
investment in companies that do business with state sponsors of terrorism.  Your
materiality analysis should address the potential impact of investor sentiment
directed toward companies that have busin ess contacts with countries identified as
state sponsors of terrorism.

 Closing Comments

  Please respond to these comments within  10 business days or tell us when you
will provide us with a re sponse.  Please submit your response letter on EDGAR.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filings include all information required under the Exchange Act of 1934 and that they  have provided all information investors
require for an informed investment decision.  Since the company and its management are
in possession of all facts rela ting to the company’s disclosure , they are responsible for the
accuracy and adequacy of the disclosures they have made.

Mr. Michael J. Brown
Euronet Worldwide, Inc.
Page 3

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comme nts 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 Enforcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.   Please understand that we may have addi tional comments after we review your
response to our comments.  Please contact William Friar (202) 551-3418 if you have any
questions about the comments or our review.  You may also contact me at (202) 551-3470.

      S i n c e r e l y ,           Cecilia Blye, Chief       Office of Global Security Risk    cc:  Todd Schiffman, SEC

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561

      December 13, 2005

Michael J. Brown
Chairman and Chief Executive Officer
4601 College Boulevard
Suite 300
Leawood, Kansas 66211

      Re:	Euronet Worldwide, Inc.
		Form 10-K for Fiscal Year Ended December 31, 2004
		File No. 001-31648

Dear Mr. Brown:

	We have completed our review of your Form 10-K and related
filings and have no further comments at this time.

   							Sincerely,

Donald Walker
Senior Assistant Chief Accountant

</TEXT>
</DOCUMENT>

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    Secure
Financial Transactions — Any Time, Any Place

December 9, 2005

VIA EDGAR AND FACSIMILE

Mr. Donald Walker

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Euronet Worldwide, Inc.

    Form 10-K for Fiscal Year Ended December 31, 2004

    File No. 001-31648

Dear Mr. Walker:

Pursuant to our November 23, 2005 conversation with Ms. Maloney of the SEC, this response letter is
being provided to supplement our response dated November 18, 2005 regarding Euronet’s Form 10-K for
the year ended December 31, 2004.

Supplemental Company Response:

We understand that you would like additional quantitative detail supporting our assertion that the
value to be assigned for generally accepted accounting principles to the contingent interest
feature embedded in our contingent convertible bonds is immaterial.

The concept of materiality is described in FASB Statement of Financial Accounting Concepts
No. 2, “Qualitative Characteristics of Accounting Information,” as “. . . the magnitude of an
omission or misstatement of accounting information that, in light of surrounding circumstances,
makes it probable that the judgment of a reasonable person relying on the information would have
been changed or influenced by the omission or misstatement.”

As outlined in our response dated November 18, 2005, we placed significant reliance on the opinion
of our investment bank, which has substantial experience in advising clients on the structuring,
selling or buying of similar instruments as well as consultations with purchasers. Our investment
bank concluded that, if they were asked to provide a bid for the contingent interest feature,
acting as a willing investor, at arms length and without a compulsion to buy or sell, they would
bid zero for the feature on a stand alone basis given the conditions that must be present before
the payment of any contingent interest. As well, they would expect the feature to have little to
no value through the expiration of the non-call period on December 20, 2009. In addition to their
evaluation of what they would pay for the contingent interest

4601 College Boulevard, Suite 300 Ÿ Leawood, KS 66211 USA

Tel: +1-913-327-4200 Ÿ Fax:+1-913-327-1921

1

feature as a stand-alone investment,
our investment bank considered pricing scenarios where the contingent interest feature was included
and excluded from the bond offering; again, they concluded that
investors would not pay any amount for
the contingent interest feature. As we stated in our previous response, we obtained confirmation
from investors in our bonds that they would also not pay anything for this feature. While we
believe, based on the work completed with our investment bank and investors, an investor would not
ascribe any independent value to the contingent interest feature, it is a necessary component of a
widely accepted debt instrument subject to U.S. federal income tax regulations governing contingent
payment debt instruments.

Additionally, with assistance from our investment bank, we considered the use of valuation
techniques as suggested by SFAS No. 107, “Disclosures About Fair Value of Financial Instruments.”
Neither we nor our investment bank could find a model available or currently utilized in the
marketplace to value a stand-alone feature such as contingent interest or a reasonably similar
contingent payment instrument. We considered other valuation techniques to determine the amount a
purchaser may be willing to pay for the contingent interest feature and we contemplated the
possible required inputs and variables. The primary inputs and variables, among others, that would
be considered by an investor in a valuation include, but are not necessarily limited to: a)
the likelihood of appreciation in the trading value of the debentures to levels that would result
in the payment of contingent interest, b) the likelihood that we would not call the debentures
before the contingent interest provision is triggered, which may be viewed by investors to depend
at least partly on our income tax position, c) the likelihood that we will be a taxpayer during the
relevant contingent interest measurement periods, d) the likelihood that security holders would not
exercise their conversion option before the contingent interest provision is triggered, e) the
likelihood that security holders would not exercise their put option, and f) the rate of return
that investors would expect for an investment with highly uncertain or unpredictable outcomes. The
first three variables represent conditions that are largely uncontrollable and unpredictable by the
investor and are discussed in more detail below.

Company Stock Price Appreciation – The contingent interest is not payable unless the
debentures are trading at 120% or more of the principal amount of the debentures during the five
trading day window ending on the second trading day before the end of the accrual period. It is
important to note that if the bond does not trade at above 120% during this five trading day
period, contingent interest for that period would not be paid during the following accrual period.
Because the debentures’ trading value is largely correlated to the underlying common stock that it
can be converted into, the trading price of our common stock would have to appreciate approximately
70% from its trading price when the debentures were issued before the
bonds would be valued at 120% or more of the principal amount of the
debentures. Additionally, the trading price of the
debentures will be influenced by the Company’s credit capacity, free cash flows, various leverage
ratios, debt service requirements and capabilities, as well as fluctuations in interest rate
markets. While we believe there are reasonable scenarios whereby it is possible the Company’s
performance and market conditions would result in such appreciation, the trading value of our stock
has had a high degree of volatility throughout its seven year history and, accordingly, an investor
would likely look for rates of return commensurate with high risk investments.

Likelihood of the Company Calling the Debentures – We have the right to call and settle the
debentures for cash or common stock, at our option, anytime after December 20, 2009, before any
contingent interest is payable. Assuming an investor could conclude that there was a strong
likelihood that the trading price of the debentures would reach a level which triggered the payment
of contingent interest, an investor would then have to conclude that we would not call the
debentures. To this end, one very important variable that investors would have to consider in
their analysis is our specific tax position.

Based on facts and circumstances specific to Euronet, we believe it would be extremely difficult
for an investor to reasonably predict, at the time of issuance, how the tax treatment of the
debentures and our projected tax position would influence our decision whether to call the
debentures on December 20, 2009,

2

or
thereafter. As of December 31, 2004, our U.S. federal net operating loss
carryforwards exceeded $50 million. As disclosed in our financial statements, we have recorded
a valuation allowance against our entire U.S. net deferred tax asset position because we do not
believe at this time that it is more likely than not the benefit attributable to the book net
operating losses will be realized. Moreover, more than 88% of our revenues are generated outside
the U.S. and our total U.S. operations currently generate net operating losses, and there are no
assurances that we will ever generate U.S.-based operating profits. Accordingly, an investor could
conclude that we would not be motivated by the tax treatment of the debentures and thus, more
likely to call them. Given our current U.S. federal income tax position and all of the variables
that could impact our tax position between the issuance date and the end of the non-call period, we
do not find it unusual that investors would place little to no value on the
contingent interest feature.

Likelihood of Euronet being a Taxpayer during Contingent Interest Periods – There is no
assurance that we will be a publicly traded company during the relevant measurement periods under
which contingent interest would be due, if any. Upon acquisition or other change of control of our
Company, the security holders have the option to put the bonds to us for repayment or conversion.
And, if such a change of control took place after the expiration of the non-call period on December
20, 2009, the acquiring company may decide to call the debentures. We, and companies like us, have
been widely rumored to be potential targets for acquisitions or mergers by larger companies with
similar operations wishing to expand their presence in markets where we operate. The likelihood of
a possible acquisition or other change of control event is highly unpredictable and would likewise
reduce the amount an investor would be willing to pay for the contingent interest feature.

Upon careful reflection on the uncertainties as described above, we do not find it unusual that a
willing buyer would find that there are too many uncertainties having a limited level of
predictability to warrant the payment of any amount for a contingent interest right. Accordingly,
we have concluded under the provisions of SFAS No. 133, “Accounting for Derivative Instruments and
Hedging Activities,” and SFAS No. 107, that for financial
reporting purposes, no value should be assigned for the feature as of December 15, 2004. In prior communications with you we had described the contingent
interest feature as having an immaterial value, recognizing the small likelihood that someone may
be willing to pay a very nominal value for a highly uncertain benefit.

Nonetheless, to provide ourselves an added level of satisfaction that an investor would not pay
anything for the contingent interest feature, we performed a reasonableness or “sanity” analysis.
We calculated what the present value of all contingent interest payments would be if the bond were
outstanding for the full 20 years to maturity and the bonds traded at 120% or more of the par value
in each of the 30 relevant measurement periods. Due to the uncertainties described above, we
believe an investor would use a large discount rate to value the potential future contingent
interest payments. We determined that venture capital investor return expectations
represented a reasonable proxy for speculative investments. While we did not find a definitive view
in the market as to what rates of return venture capital investors
expect, we noted that Mr. John
Cochrane, a Ph.D. in Economics and a widely published author, in a research article entitled “The
Risk and Return of Venture Capital” finds arithmetic returns of about 59% for venture capital
investments. However, due to the high risk involved, venture capital investors expect that most of
their return will be derived from a very small number of investments and most investments will
yield a small return or total loss. Accordingly, venture capital investors generally expect
returns on successful investments to well exceed the average.

We calculated the present value of the contingent interest payments using 59% as the return
expectation, along with 40% and 30% sensitivity analyses, applied to potential payments of 30 basis
points per annum calculated assuming a 10% compounded annualized growth rate (CAGR) of the
debenture through the 20

3

year maturity, and assuming a constant trading value of the debentures at
120% of par value through the 20 year maturity. The results are summarized in the table below:

Materiality Sensitivity Analysis

    Present Value at:

    Assumed rate of return

    59%

    40%

    30%

    10% CAGR value scenario

    $
    67,838

    $
    231,191

    $
    506,467

    120% constant value scenario

    $
    83,981

    $
    232,771

    $
    443,633

We emphasize that our investment bank and investors said they would not pay anything for the
contingent interest feature, as a stand-alone instrument or as an included feature of the
debentures. However, if the most conservative of calculations from the table above ($506,467) were
considered, the calculated amount would represent four tenths of one percent of the bond proceeds.
As of December 31, 2004, the amount would represent one tenth of one percent of our total assets
and four tenths of one percent of total stockholders’ equity. These amounts are clearly immaterial
to our financial statements. Additionally, none of the above numbers would be material, nor would
we expect the change in such value recorded in any given period to be material, to our recorded or
expected comprehensive income, which was $22.6 million for 2004. We emphasize that this form of
calculation has not been adopted by the investment community and is highly theoretical and should
not be viewed as an acceptable valuation model. Based on the results of this exercise, we found no
basis to question the input from our investment bank and investors.

In summary, through consultations with our investment bank and investors we concluded that a
sophisticated, willing investor would not pay for the contingent interest feature, as a stand alone
instrument or as part of the bond. Our reasonableness calculations confirm this position.
Accordingly, for financial statement reporting purposes, we have concluded that the contingent interest feature had little to no value as a freestanding financial
instrument at the issue date and through the date of this letter and thus we attached a zero value
to the feature in our financial statements. This conclusion will be reassessed
periodically and if circumstances change.

If you have any questions concerning this letter or if you would like any additional information,
please do not hesitate to call me at (913) 327-4200.

    Sincerely,

    /s/  Rick L. Weller

    Rick L. Weller

    Executive Vice President and

         Chief Financial Officer

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    Secure Financial Transactions — Any Time, Any Place

November 18, 2005

VIA EDGAR AND FACSIMILE

Mr. Donald Walker

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Euronet Worldwide, Inc.

Form 10-K for Fiscal Year Ended December 31, 2004

File No. 001-31648

Dear Mr. Walker:

We have reviewed your comment letter dated November 4, 2005 regarding Euronet’s Form 10-K for the
year ended December 31, 2004. Our response to your comment follows.

Commission Comment relating to Note 12 — Debt Obligations, page 78:

We note in your response to our prior comment 7, that you would consider the value of your
contingent interest feature to be insignificant. Please tell us how you valued the interest
feature related to your convertible debentures and quantify the amount. Specifically, tell us the
assumptions used and how you concluded that such feature is immaterial. Please cite authoritative
guidance used.

Company Response:

Our contingent convertible debentures contain provisions for the payment of contingent interest not
earlier than five years from the original issue date, and then re-evaluated every six months
thereafter (the “applicable interest period”) depending on whether certain contingent conditions
exist. We will pay contingent interest during the applicable interest period if the average
trading price of a debenture during a five trading-day measurement period preceding such applicable
interest period equals or exceeds 120% of the principal amount of the debentures; the amount of the
contingent interest payable if the contingent conditions exist will be equal to 0.30% per annum
multiplied by the debenture trading price during the measurement period.

As stated in our response to you dated October 17, 2005, as a result of our analysis of SFAS No.
133, “Accounting for Derivative Instruments and Hedging Activities,” paragraphs 6 through 13, we
concluded that the instrument’s contingent interest feature meets the definition of an embedded
derivative and is not specifically excluded from derivative treatment. Therefore, bifurcation from
the host contract and accounting as

4601 College Boulevard, Suite 300 • Leawood, KS 66211 USA

Tel: +1-913-327-4200 • Fax: +1-913-327-1921

1

a freestanding embedded derivative is required. We evaluated
this feature and concluded it had immaterial value because, among other matters, (1) contingent
interest cannot be triggered until the five year non-call period expires and (2) investors would
not currently pay a material sum for this feature if offered on a stand alone basis.

The authoritative guidance on this issue is provided by SFAS No. 133 which carries forward the
definition of fair value from SFAS No. 107, “Disclosures About Fair Value of Financial
Instruments,” as the “. . . amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale.”

For the purposes of determining the amount (at which the right to receive contingent interest could
be exchanged in a current transaction between willing parties) we first looked to quoted market
prices as SFAS No. 133, paragraph 540 would suggest. We found none.

In the absence of quoted market prices, SFAS 107, paragraph 11, states management’s best estimate
of fair value may be based on quoted prices of similar financial rights or on valuation techniques
(such as models). Moreover, paragraph 26 suggests that if valuation models are not available,
valuations may be obtained from specialist firms.

We then sought valuations for similar rights to receive contingent payments, but found none. While
a significant number of contingent convertible bonds with contingent interest features have been in
the market for several years, there exists no market for trading stand-alone rights to receive
contingent payments or remotely similar instruments.

Having found no quoted values for the same or similar rights, we next turned to the view of our
investment bank and certain investors. Specifically, we solicited views and estimates from our
investment bank and from a few purchasers of the related contingent convertible bonds. Both
parties have significant experience in advising, structuring, selling or buying the exact, similar
or other debt instruments.

Our investment bank was of the view that a willing buyer, acting at arms length and without a
compulsion to buy or sell, would not pay a material amount for such a feature on a stand alone
basis. Further, our investment bank considered pricing scenarios where the contingent interest
feature was included and excluded from the offering; again, they concluded that investors would not
pay a material amount for the feature.

We also solicited confidential views on the stand alone value of the contingent interest feature
from a random selection of purchasers of the bonds. With regard to the value of the contingent
interest feature, the responses we received expressed views consistent with those of our investment
bank.

Finally, we explored the use of valuation techniques as suggested by SFAS 107. We could not, nor
could our investment bank, find a model available or currently utilized in the marketplace to value
a stand-alone feature such as contingent interest or a reasonably similar instrument. We
considered other valuation techniques to determine the amount a purchaser may be willing to pay for
the contingent interest feature and we contemplated the possible required inputs and variables.
These included, but were not limited to, the following:

    •

    Present value of contingent interest payments, if made beginning five years from issuance;

    •

    The probability we would exercise the call option;

    •

    The probability our investors would exercise the put option;

    •

    The likelihood of appreciation in our stock price sufficient to impact the put or call
options or the contingent interest feature;

    •

    The likelihood that we utilize our significant U.S. net operating losses; and

    •

    The likelihood that we will be a taxpayer after December 20, 2009.

2

Given the range of probabilities on these and other potentially relevant variables, it is our
opinion, and supported by our investment bank, a potential purchaser cannot predict with sufficient
reliability the likelihood that contingent interest will be paid to warrant the payment of a
material amount for the contingent interest feature.

SFAS 107, paragraph 15, contemplated that there would be investments where a quoted market price is
not available because it has not obtained or developed the valuation model necessary to make the
estimate, and it may not be practical if the cost of obtaining an independent valuation appears
excessive when considering the materiality of the instrument to the entity. Accordingly, we
determined that we did not need to utilize a predictive model, but rather rely on, as SFAS 107,
paragraph 26 suggests, “... services offered by various specialist firms or from other sources.” In
our specific case, we looked to the opinions of our investment bank and certain investors.

In summary, through consultations with an investment bank and input from investors, together with
consideration of guidance provided by the SEC Staff, the FASB and others on the subject of
materiality, we concluded that the amount to be paid by a willing buyer for the contingent interest
feature is not material. For financial statement reporting purposes we concluded the contingent
feature had immaterial value as a freestanding financial instrument at the issue date and through
the date of this letter. Because the amount was not material, and is not meaningful in our view to
an investor, we did not assign any value to the contingent interest feature.

If you have any questions concerning this letter or if you would like any additional information,
please do not hesitate to call me at (913) 327-4200.

Sincerely,

/s/ Rick L. Weller

Rick L. Weller

Executive Vice President and

Chief Financial Officer

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    Secure Financial Transactions — Any Time, Any Place

October 17, 2005

VIA EDGAR AND FACSIMILE

Mr. Donald Walker

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Euronet Worldwide, Inc.

    Form 10-K for Fiscal Year Ended December 31, 2004

    File No. 001-31648

Dear Mr. Walker:

We have reviewed your comment letter dated September 27, 2005 regarding Euronet’s Form 10-K for the
year ended December 31, 2004. Please note that our response to you is within the 15 business days
we agreed to in a telephone conversation on Monday, October 3, 2005. Our responses to your
comments follow.

Commission Comment 1 relating to Note 3(n) — Summary of Significant Accounting Policies and
Practices, stock-based compensation, page 66:

Please tell us whether your options which have accelerated vesting are fixed or variable.

Company Response:

The options with accelerated vesting are accounted for as “fixed.” The disclosure in Note 3(n) to
our 2004 Consolidated Financial Statements relates to Time Accelerated Restricted Stock Award Plan
(TARSAP) grants. TARSAP grants are awards under which restricted common stock or options to
purchase common stock vest based on an employee’s completion of a requisite service period. The
grants also provide that the awards may vest prior to the end of the requisite service period if
certain performance criteria are achieved. The requisite service period of various grants is
consistent with awards having no acceleration features — such periods are generally five years, but
not more than seven years. The performance criteria are generally based on the achievement of
predetermined operating profit goals as approved by the Compensation Committee of the Board of
Directors. The performance criteria for vesting of grants are established with an objective of
creating an incentive to deliver performance results that are materially better than shareholder
return expectations. TARSAP grants are accounted for as “fixed awards” under the provisions of FASB
Interpretation No. 44, “Accounting for Certain Transactions Involving Stock Compensation (an
interpretation of Opinion No. 25).”

4601 College Boulevard, Suite 300 • Leawood, KS 66211 USA

Tel: +1-913-327-4200 • Fax: +1-913-327-1921

1

In assessing the proper accounting for these awards, we considered whether the terms of the award
were within acceptable parameters of the following generally recognized guidelines:

    1)

    the fixed vesting schedule does not exceed ten years,

    2)

    the fixed vesting schedule does not substantially exceed vesting periods in other plans
of the company,

    3)

    the performance goals are not front-loaded and, in the absence of attaining those
goals, it is more likely than not that the employee will remain with the company to the end
of the plan term, and

    4)

    the term of an employment contract for the employee is not less than the vesting
period.

FASB Interpretation No. 44, paragraph 37, further clarifies the accounting treatment and states
that “If vesting is accelerated based on the occurrence of a specific event or condition in
accordance with the original terms of the award, a modification has not been made and, therefore,
no new measurement of compensation cost is required.”

After consideration of these factors, we concluded that these awards are required to be accounted
for as “fixed.”

Commission Comment 2 relating to Note 4 — Acquisitions, page 67:

You have made several acquisitions during 2003 and 2004 which involve the future release of common
stock subject to certain performance criteria. Please tell us for each of your acquisitions what
the performance criterion is and whether it is based on earnings, security prices or both.
Specifically address your acquisitions of Precept, EPS, CPI and AIM.

Company Response:

The purchase agreements for Precept, EPS, CPI and AIM included certain representations, warranties
and covenants related to the businesses acquired that are customary for transactions of these
types. These representations, warranties and covenants related to commitments, the occurrence or
non occurrence of certain contingencies, proper provision for tax liabilities, the outcome of legal
proceedings, etc. To provide a ready source of assets to cover indemnification obligations under
the acquisition agreements for a breach of these representations, warranties and covenants, we
required that an escrow be established that included a portion of the shares we issued as the
primary source of acquisition consideration. These shares were permitted to be released from the
escrow at the end of the survival period for claims based upon the representations, warranties and
covenants to the extent that a claim for indemnification for breach thereof had not been submitted
by us. Except as described below, the release of shares from escrow were not subject to the
performance of the acquired businesses, of the sellers or of the Euronet stock price.

Consistent with the discussion in Appendix B, paragraph 176(b) of SFAS No. 141, “Business
Combination,” we included the consideration placed in escrow for each of the acquisitions because
the only uncertainty relating to the security escrow was the identity of the payee, not the total
amount to be paid.

Paragraph 176(b) states that “If the contingent consideration represents payment of amounts
withheld to insure against the existence of contingencies, neither the payment of the contingent
consideration nor the payment of a liability that results from the contingency with the funds
withheld affects the acquiring enterprise’s accounting for the business combination. The escrow is
a way of protecting the buyer against risk. The buyer has agreed to pay the amount either to the
seller or to a third-party claimant; and thus, the only uncertainty to the buyer is the identity of
the payee. The amount of the agreed upon consideration that is withheld would be recorded as part
of the purchase price in the original allocation. . . .”

2

Additionally, the acquisitions of Precept and EPS included provisions for reductions in the
respective purchase prices if the 2004 earnings streams of these businesses decreased from
historical levels. The escrow discussed above, if not used for a breach of representations,
warranties and covenants, was available to cover any possible purchase price reduction
requirements. To determine the appropriate accounting for this contingent consideration, we
followed the guidance contained in paragraphs 25 through 28 of SFAS No. 141. This guidance
required that we assess the probability of the contingent consideration being paid and, if it is
considered “determinable beyond a reasonable doubt,” record the contingent consideration as a
component of the purchase price. In these two cases, we concluded that the amount of contingent
consideration (and the related performance criteria) was determinable beyond a reasonable doubt,
based on conclusions we reached upon completion of our pre-acquisition due diligence findings.
Moreover, within the reporting period, our conclusion used to determine the purchase price was
confirmed at the conclusion of 2004. There was no decline in the earnings stream of either Precept
or EPS after closing that required further evaluation.

In the case of AIM, in addition to the shares held in escrow as discussed above, 57,954 shares of
Euronet Common Stock issued to the sellers in September 2004, in settlement of the earn-out
arrangement of the original acquisition, were placed in escrow and will be released in December
2006. This release is subject to AIM’s installation of a defined number of transaction processing
terminals and future earnings performance of the acquired business. These additional shares were
valued at $1.1 million at the date of issuance. Upon issuance of these shares, we concluded beyond
a reasonable doubt that the terminal growth and earnings goals were achievable, given the
performance of the acquired business over the first twelve months of ownership since the September
2003 acquisition date. As we were highly confident in the achievement of the performance
objectives established for the relatively minor amount of the remaining escrow, we recorded the
full issuance of these shares as an adjustment to the purchase price of AIM during September 2004.

The agreement relating to the acquisition of CPI contained no provisions for reductions in the
purchase price based on earnings, but does provide for the issuance of additional shares if the
market price of Euronet Common Stock is below $22.66 on the date that shares are released from
escrow. Should we be required to issue additional shares as a result of this provision, in
accordance with SFAS No. 141, paragraph 30, we will not record any additional purchase price.
Paragraph 30 states that “The issuance of additional securities or distribution of other
consideration upon resolution of a contingency based on security prices shall not affect the cost
of the acquired entity. . . .”

See also our response to comment 3.

Commission Comment 3 relating to Note 4 — Acquisitions, page 67:

Please tell us whether the amounts of contingent consideration (shares of common stock) were
determinable at the date of acquisition. Specifically address your acquisitions of Precept, EPS,
CPI and AIM.

Company Response:

As stated in the response to comment 2 above, in the cases of Precept and EPS we viewed the
possible purchase price reductions as contingent consideration in accordance with paragraphs 25
through 28 of SFAS No. 141. However, at the acquisition date we determined beyond a reasonable
doubt that the historical earnings stream would continue through the remaining months of 2004 (the
measurement period). Accordingly, we recorded the full purchase price in the initial purchase
price allocation, including the issuance of any Euronet Common Stock, at date of acquisition. This
conclusion was confirmed at the end of the measurement period.

With respect to EPS and CPI, the purchase agreements included provisions whereby the sellers could
receive contingent payments based on the respective entity’s future earnings provided that each
respective entity

3

exceeded pre-acquisition earnings levels. We viewed this differently than provisions which only
required earnings to not decrease. In each of these cases, we could not determine the amount of
the contingent payments beyond a reasonable doubt. Accordingly, as set forth in paragraphs 25
through 28 of SFAS No. 141, at the date of acquisition we did not record any additional
consideration related to contingent payments based on subsequent earnings. When the subsequent
earnings period was concluded, we recorded the value of the additional shares issued as additional
purchase price consideration based on the daily NASDAQ market closing price a few days before and
after the issuance of the shares.

The earn-out related to AIM was settled in September 2004 for 283,976 shares of Euronet Common
Stock, 110,114 of which were retained in escrow subject to seller representations, warranties and
covenants, and 57,954 of which were retained in escrow subject to AIM’s installation of a defined
number of transaction processing terminals and future earnings performance. See our response to
comment 2 above for further discussion of the AIM earn-out and escrow provisions.

In the case of Precept, the seller’s employment agreement called for an additional payment to be
made if the acquired business performed better than certain targets established at the date of
acquisition and the seller remained employed by Euronet. As set forth in paragraph 34 of SFAS No.
141, supplemented by EITF Issue No. 95-8, “Accounting for Contingent Consideration Paid to the
Shareholders of an Acquired Enterprise in a Purchase Business Combination,” contingent amounts
payable based on, among other things, factors such as continued employment or a bonus formula that
is based on a small percentage of profitability targets, rather than a multiple of such
profitability targets, should be accounted for as compensation expense. Based on an evaluation of
the factors contained in EITF Issue No. 95-8, we recorded the bonus payment as compensation expense
during the performance measurement period rather than accounting for it as additional purchase
price.

Commission Comment 4 relating to Note 4 — Acquisitions, page 67:

On page 67, you state that you have released a portion of the common shares from escrow in relation
to your purchase of Precept. However, this release did not occur until 2005. Please tell us how
you determined it to be appropriate to include the full consideration of common stock as part of
your initial purchase price allocation. It appears that such stock is contingent consideration
which should not be recorded until after the contingency has been resolved. Refer to paragraph 27
of FASB 141.

Company Response:

As stated in response to comment 2 above, at the acquisition date, we included all of the initially
issued shares of Euronet Common Stock in the initial purchase price determination for Precept
because the shares placed in escrow were placed there primarily to support the indemnification
obligations arising from an inaccuracy in the sellers’ representations, warranties and covenants.
Accordingly, the majority of escrow did not represent contingent purchase price, but was simply a
means of protecting us, the buyer, against risk. This treatment is in accordance with the
discussion in Appendix B, paragraph 176(b) of SFAS No. 141, and is consistent with the answer to
comment 2 above.

With regard to the provisions in the Precept agreement related to the possible return of a portion
of the initial purchase price, we concluded beyond a reasonable doubt that a purchase price
reduction would not be required as a result of the acquired entity’s failure to maintain the
historical earnings stream. As stated in a response to comment 2, this conclusion was based our
conclusions about this business following completion of our pre-acquisition due diligence findings.
We recognize paragraph 27 of SFAS No. 141 states that contingent consideration “usually” should be
recorded when the contingency is resolved. However, as stated earlier, we concluded beyond a
reasonable doubt that a purchase price reduction would not be required.

4

Commission Comment 5 relating to Note 4 — Acquisitions, page 67:

Please tell us how you account for the earn-outs given in connection with your acquisitions of EPS,
CPI, Movilcarga, Transact and AIM. Specifically address the impact when completing the initial
purchase price allocation and the subsequent accounting for such earn-outs, as applicable. Please
cite authoritative guidance and explain the basis for your conclusions.

Company Response:

As discussed in response to comment 3 above, we account for earn-out obligations in accordance with
paragraphs 25 through 28 of SFAS No. 141, which requires the recording of additional purchase price
when the amount of contingent consideration becomes determinable beyond a reasonable doubt.
Therefore, in contrast to potential purchase price reductions related to the failure to maintain
pre-acquisition earnings streams discussed in comments 2 through 4, earn-out obligations which are
dependent on increasing the acquired entities’ future earnings streams are not included in the
initial purchase price determination because we cannot estimate the amount of such payments beyond
a reasonable doubt.

In the case of Transact, as of December 31, 2004, an earn-out payment of $39.1 million was recorded
as a current liability. This accrual was made because we had sufficient information prior to the
finalization of the year-end accounting to be certain as to the amounts related to the earn-out
payment. We completed the acquisition of Transact in November 2003 an

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561
      September 27, 2005

Michael J. Brown
Chairman and Chief Executive Officer
4601 College Boulevard
Suite 300
Leawood, Kansas 66211

      Re:	Euronet Worldwide, Inc.
		Form 10-K for Fiscal Year Ended December 31, 2004
		File No. 001-31648

Dear Mr. Brown:

   We have reviewed your filing and have the following comments.
We
have limited our review of your filing to the issues we have
addressed in our comments.  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.

Form 10-K for the year ended December 31, 2004:

Notes to the Financial Statements

Note 3 - Summary of Significant Accounting Policies and Practices,
page 66

(n) Stock-based compensation

1. Please tell us whether your options which have accelerated
vesting
are fixed or variable.

Note 4 - Acquisitions, page 67

2. You have made several acquisitions during 2003 and 2004 which
involve the future release of common stock subject to certain
performance criteria.  Please tell us for each of your
acquisitions
what the performance criterion is and whether it is based on
earnings, security prices or both.  Specifically address your
acquisitions of Precept, EPS, CPI and AIM.

3. Please tell us whether the amounts of contingent consideration
(shares of common stock) were determinable at the date of
acquisition.  Specifically address your acquisitions of Precept,
EPS,
CPI and AIM.

4. On page 67, you state that you have released a portion of
common
shares from escrow in relation to your purchase of Precept.
However,
this release did not occur until 2005.  Please tell us how you
determined it to be appropriate to include the full consideration
of
common stock as part of your initial purchase price allocation.
It
appears that such stock is contingent consideration which should
not
be recorded until after the contingency has been resolved.  Refer
to
paragraph 27 of  FASB 142.

5. Please tell us how you account for the earn-outs given in
connection with your acquisitions of EPS, CPI, Movilcarga,
Transact
and AIM.  Specifically address the impact when completing the
initial
purchase price allocation and the subsequent accounting for such
earn-outs, as applicable.  Please cite authoritative guidance and
explain the basis for your conclusions.

6. Please tell us how you accounted for the additional investment
rights granted to Fletcher on the date of grant and upon exercise
and
what "could be exercised on a `net settlement basis`" means.
Please
cite the authoritative guidance used.

Note 12 - Debt Obligations, page 78

7. Please tell us how you accounted for the $140 million of 1.625%
contingently convertible senior debt.  Please specifically address
the accounting implications of the debt, the deferred amortization
fees of $4.4 million, the five year put option and the contingent
interest citing the authoritative guidance used.

8. You state that the debt is convertible into common stock if
certain conditions are met.  Please tell us what the thresholds
are
and how you account for the conversion feature associated with the
debt.

Note 14 - Gain on Disposition of U.K ATM Network, page 80

9. You state that you have allocated $4.5 million of the total
sales
proceeds to your services agreement with Bridgeport.  Please tell
us
how you determined such treatment to be appropriate.  Tell us if
the
services to be provided constitute contingent consideration as
part
of the sale or whether the agreement is separate from the sale.
Please cite authoritative guidance.

   Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Please file your
response on EDGAR.  Please understand that we may have additional
comments after reviewing your response to our comments.

   We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating 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:

* 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 securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.  Please contact Nancy
Maloney Staff Accountant at (202) 551-3427 or me at (202) 551-3490
if
you have questions.

   							Sincerely,

Donald Walker
Senior Assistant Chief Accountant

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Michael J. Brown
Euronet Worldwide, Inc.
September 27, 2005
Page 4

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