February 6, 2008


Mail Stop 4561

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

Mr. Raymond P. Springer
Chief Financial Officer
nFinanSe Inc.
3923 Coconut Palm Drive - Suite 107
Tampa, Florida  33619

      Re:	nFinanSe Inc.
      Registration Statement on Form SB-2
      Filed on October 26, 2007
                        File Number 333-146974

Dear Mr. Springer:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  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 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.

Prospectus cover page
1. Revise here on in the Summary to disclose how much the Company
will receive from exercise of the warrants for which the shares
being
registered underlie.

Summary
The offering, page 1
2. Noting the disclosure on page II-3, revise the first bullet to
indicate the exercise price of the 1,511,600 warrants is $5.00.


Security Ownership ..., page 49
3. Revise the Table to add Robert Berlacher as a Director (noted
from
page 46) and include the North wood holding as part of his
beneficial
ownership. In addition, revise the line, "All current directors
....."
To reflect his addition.



      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review by showing deleted
sections as strikethrough and added sections as underlining.
Please
furnish a cover letter with your amendment 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 amendment and
responses to our comments.

      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 all information required under the Securities Act
of
1933 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 relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

??should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

??the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

??the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review
of
your filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Michael Clampitt at (202) 551-3434 or me at
(202) 551-3698 with any questions.




Sincerely,



								Mark Webb
								Branch Chief
								Financial Services Group

cc:	Joanne R. Soslow, Esq.
      Morgan, Lewis & Bockius LLP
      1701 Market Street
      Philadelphia, Pennyslvania 19103