February 19, 2009
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Attn: Donna Levy, Esq.
Re: Direct Insite Corp.
Amendment No. 1 to Registration Statement on Form S-1
filed October 2, 2008
File No. 333-153792
Ladies and Gentlemen:
On behalf of Direct Insite Corp. (the "Company"), the following are our
responses, including supplemental information, to the comments of the Securities
and Exchange Commission ("SEC") set forth in its letter dated October 27, 2008
with respect to the above-referenced document filed by the Company. Supplemental
information provided to you in this letter is based upon information and/or
documentation provided by the Company. The numbers of our responses parallel the
numbers in your October 27, 2008 comment letter. We are providing a hard copy
blacklined version of the Registration Statement to facilitate your review
Cover Page of Prospectus
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1. Please be advised supplementally that we have revised the cover page of
the prospectus to provide an overview of all of the underwriting arrangements.
Risk Factors, page 4
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2. Please be advised supplementally that we have revised the Registration
Statement to include a risk factor setting forth a description of the described
internal control weakness, the reasons therefore, its duration and the absence
of a determination as to when additional personnel needed to remedy the weakness
will be hired. In addition, the same disclosure has been set forth under
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
Securities and Exchange Commission
February 19, 2009
Page -2-
Description of Business, page 17 and 18
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General
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3. Please be advised supplementally that we have revised the Registration
Statement to include under the caption "Description of Business" on page 17,
information as to the Company's contracts with IBM and on page 18 information as
to the Company's' contracts with EDS and the Company's anticipation that the
acquisition of EDS by Hewlett Packard will not have any material negative impact
on its business with EDS. We will be filing as exhibits to the Registration
Statement redacted copies of the Company's current contracts with IBM and EDS in
accordance with a confidential treatment request being concurrently made to the
Securities and Exchange Commission.
Management's Discussion and Analysis of Financial Condition and Results of
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Operations For the Six Months Ended June 30, 2008
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Results of Operations, page 28
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General
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4. Please be advised supplementally that the disclosures throughout the
MD&A have been revised to set forth reasons for the changes in revenues from IBM
and EDS.
Exhibits
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Exhibit 5.1
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5. Please be advised supplementally that the opinion of counsel furnished
as Exhibit 5.1 has been revised to comply with this comment.
The Company will refrain from requesting acceleration of the Registration
Statement while the Company's confidential treatment application is still under
review.
Very truly yours,
BECKMAN, LIEBERMAN & BARANDES, LLP
/s/ David H. Lieberman
By: David H. Lieberman