The following information is furnished pursuant to Item 2.02, "Results of Operations and Financial Condition."

On July 31, 2012, Heartland Payment Systems, Inc., a Delaware corporation (the "Company"), issued a press release announcing its financial results for the second quarter ended June 30, 2012. The information contained in this report, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On July 31, 2012, the Company conducted a previously-scheduled conference call to discuss its results of operations for the second quarter ended June 30, 2012 and to answer any questions raised by the call's audience.

Cash Dividend

On July 31, 2012, the board of directors of the Company declared a quarterly cash dividend of $0.__ per share of the Company's common stock, which will be payable on September 14, 2012 to stockholders of record as of August 24, 2012.

The press release announcing the cash dividend is furnished as Exhibit 99.1 to this report.

(d) Exhibits

Exhibit
Number                      Description


99.1      Press Release of the Company dated July 31, 2012