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 *
  Brown Sanford C
 2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2006		 3. Issuer Name and Ticker or Trading Symbol
HEARTLAND PAYMENT SYSTEMS INC [HYP]
(Last)
(First)
(Middle)
C/O HEARTLAND PAYMENT SYSTEMS, INC., 90 NASSAU STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Sales Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PRINCETON, NJ 08542		 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 80,000
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 Options (right to buy) 08/18/2003 08/18/2013 Common Stock 4,000 $ 5 D  
Stock Options (right to buy)   (1) 01/15/2014 Common Stock 20,000 $ 6.25 D  
Stock Options (right to buy) 01/15/2004 01/15/2014 Common Stock 1,250 $ 6.25 D  
Stock Options (right to buy) 04/16/2004 04/16/2014 Common Stock 5,476 $ 7.5 D  
Stock Options (right to buy) 08/10/2004 08/10/2014 Common Stock 23,706 $ 9.275 D  
Stock Options (right to buy) 08/10/2004 08/10/2014 Common Stock 2,142 $ 9.275 D  
Stock Options (right to buy) 04/01/2005 04/01/2010 Common Stock 26,999 $ 9.8 D  
Stock Options (right to buy) 04/01/2005 04/01/2010 Common Stock 7,015 $ 9.8 D  
Stock Options (right to buy) 07/14/2005 07/14/2010 Common Stock 3,498 $ 11 D  
Stock Options (right to buy) 09/12/2005 09/12/2010 Common Stock 3,042 $ 26.66 D  
Stock Options (right to buy) 12/23/2005 12/23/2010 Common Stock 16,910 $ 21.55 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brown Sanford C
C/O HEARTLAND PAYMENT SYSTEMS, INC.
90 NASSAU STREET
PRINCETON, NJ 08542		       Chief Sales Officer  

Signatures

/s/ Sanford Brown 01/09/2006
**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) Of the 20,000 shares of stock underlying the option grant, an option for 5,000 shares became exercisable on January 15, 2004, an option for 5,000 shares became exercisable on January 15, 2005, an option for 5,000 shares will vest on January 15, 2006 and an option for the remaining 5,000 shares will vest on January 15, 2007.

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