Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  MCGUANE CASEY
 2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2010		 3. Issuer Name and Ticker or Trading Symbol
Higher One Holdings, Inc. [ONE]
(Last)
(First)
(Middle)
C/O HIGHER ONE HOLDINGS, INC., 25 SCIENCE PARK		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Service Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
06/16/2010
(Street)

NEW HAVEN, CT 06511		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common stock 8,610 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to buy) 05/30/2002 10/29/2011 Common Stock 0 (2) $ 0.14 D  
Stock Option (Right to buy) 09/12/2005 09/11/2012 Common Stock 210,124 (3) $ 0.2 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCGUANE CASEY
C/O HIGHER ONE HOLDINGS, INC.
25 SCIENCE PARK
NEW HAVEN, CT 06511		       Chief Service Officer  

Signatures

/s/ Thomas D. Kavanaugh as attorney-in-fact for Casey McGuane 05/10/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The original Form 3 incorrectly reported the number of shares as 11,952; the correct number is 8,610.
(2) The original Form 3 incorrectly reported the number of options as 41,250; the correct number is 0.
(3) The original Form 3 incorrectly reported the number of options as 225,000; the correct number is 210,124.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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