FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 * NIEHAUS ROBERT H   2. Issuer Name and Ticker or Trading Symbol HEARTLAND PAYMENT SYSTEMS INC [HPY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GREENHILL & CO., INC., 300 PARK AVENUE, 23RD FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 06/02/2008 (Street) NEW YORK, NY 10022 4. If Amendment, Date Original Filed(Month/Day/Year) 06/19/2008 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock; par value $0.001 per share 06/02/2008   J(1)   134,215 A (1) 194,215 D   Common Stock; par value $0.001 per share 06/02/2008   J(1)   4,024 A (1) 24,024 I By self as president of the Robert and Kate Niehaus Foundation (2) Common Stock; par value $0.001 per share 06/02/2008   J(1)   8,385 A (1) 8,385 I By self as president of the General Partner of the Niehaus Family Limited Partnership (2) Common Stock; par value $0.001 per share               3,000 I By The John Robert Niehaus 1994 Trust (3) Common Stock; par value $0.001 per share               3,000 I By The Peter Southworth Niehaus 1994 Trust (3) Common Stock; par value $0.001 per share               3,000 I By the Ann Southworth Niehaus 1994 Trust (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
NIEHAUS ROBERT H C/O GREENHILL & CO., INC. 300 PARK AVENUE, 23RD FLOOR NEW YORK, NY 10022	X

Signatures

/s/ Robert H. Niehaus, By: Robert H. Niehaus, The Robert and Kate Niehaus Foundation By: Robert H. Niehaus, Niehaus Family Limited Partnership By: Evergreen Management Corp, its General Partner By: Robert H. Niehaus		08/14/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	These shares of common stock were received in connection with a pro rata distribution of shares by Greenhill Capital, L.P. and its affiliated entities to its limited partners and general partners.
(2)	Mr. Niehaus disclaims beneficial ownership of the shares except and to the extent of his pecuniary interest therein.
(3)	The beneficiary of the trust is Robert H. Niehaus's minor child. Robert H. Niehaus disclaims beneficial ownership of these shares.

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