Ownership Submission
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 *
CARR ROBERT O
  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 __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman of the Board and CEO
(Last)
(First)
(Middle)
C/O HEARTLAND PAYMENT SYSTEMS, INC., 90 NASSAU STREET
3. Date of Earliest Transaction (Month/Day/Year)
07/28/2006
(Street)

PRINCETON, NJ 08542
4. If Amendment, Date Original Filed(Month/Day/Year)
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 07/28/2006   M   100,000 (1) A $ 5 (1) 1,850,000 D  
Common Stock, par value $0.001 per share 07/28/2006   M   375,000 (1) A $ 6.25 (1) 2,225,000 (2) (3) D  

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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
Stock Option (right to buy) $ 5 (1) 07/28/2006   M   100,000 (1)     (4) 02/15/2013 Common Stock 100,000 (1) $ 0 0 D  
Stock Option (right to buy) $ 6.25 (1) 07/28/2006   M   375,000 (1)     (5) 10/29/2013 Common Stock 375,000 (1) $ 0 125,000 (1) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CARR ROBERT O
C/O HEARTLAND PAYMENT SYSTEMS, INC.
90 NASSAU STREET
PRINCETON, NJ 08542
  X   X   Chairman of the Board and CEO  

Signatures

 /s/ Robert O Carr   08/01/2006
**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) On July 26, 2005, the Common Stock of Heartland Payment Systems, Inc. (the "Company") split 2-for-1.
(2) In addition to the 2,225,000 shares of Common Stock of the Company directly held by Mr. Carr, Mr. Carr indirectly owns 7,723,960 shares of Common Stock of the Company held by Carr Holdings, L.L.C., a New Jersey limited liability company owned and managed by Robert O. Carr and Jill Carr, Mr. Carr's wife.
(3) Mr. Carr's beneficial ownership also consists of 400,000 shares of Common Stock of the Company held by The Robert O. Carr 2001 Charitable Remainder Unitrust; 41,253 shares of Common Stock of the Company held by The Robert O. Carr 2000 Irrevocable Trust for Emily Carr; 27,364 shares of Common Stock of the Company held by The Robert O. Carr 2000 Irrevocable Trust for Ryan Carr; 37,086 shares of Common Stock of the Company held by The Robert O. Carr 2000 Irrevocable Trust for Kelly Carr; 2,697 shares of Common Stock of the Company held by the Jill A. Carr 2000 Irrevocable Trust for Corrie Nichols; 2,695 shares of Common Stock of the Company held by the Jill A. Carr 2000 Irrevocable Trust for Robert Carr, Jr.; and 16,584 held by the Robert O. Carr Irrevocable Trust for Hilary Holland Carr.
(4) The options were granted on February 15, 2003 and were fully vested when granted.
(5) The options were granted on October 29, 2003, vesting over a four year period. As of the date of this filing, 125,000 (post split) options are unvested.

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