content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        under
                             THE SECURITIES ACT OF 1933
  
                                 DIRECT INSITE CORP.
               (Exact name of registrant as specified in its charter)
  
             Delaware                                     11-2895590
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   incorporation or organization)
  
  80 Orville Drive, Bohemia, New York                       11716
  (Address of principal executive offices)               (Zip Code)
  
                          2000 STOCK OPTION/STOCK ISSUANCE PLAN
                          2001 STOCK OPTION/STOCK ISSUANCE PLAN
                          2001-A STOCK OPTION/STOCK ISSUANCE PLAN
                          2002 STOCK OPTION/STOCK ISSUANCE PLAN
                          2002-A STOCK OPTION/STOCK ISSUANCE PLAN
                          2003 STOCK OPTION/STOCK ISSUANCE PLAN
                          2003-A STOCK OPTION/STOCK ISSUANCE PLAN
                          2004 STOCK OPTION/STOCK ISSUANCE PLAN
  
                              (Full Title of the Plans)
  
                       James Cannavino, Chairman of the Board
                                 Direct Insite Corp.
                                  80 Orville Drive
                               Bohemia, New York 11716
                       (Name and address of agent for service)
  
                                   (631) 873-2900
            (Telephone number, including area code, of agent for service)
  
                                      copy to:
                              David H. Lieberman, Esq.
                         Beckman, Lieberman & Barandes, LLP
                               100 Jericho Quadrangle
                               Jericho, New York 11753
                                   (516) 433-1200
  <TABLE>
  <CAPTION>
                           CALCULATION OF REGISTRATION FEE
  ======================== ====================== ====================== ====================== ======================
      Title of Each                                 Proposed Maximum       Proposed Maximum
   Class of Securities         Amount to be        Offering Price Per     Aggregate Offering          Amount of
    To be Registered             Registered            Security (1)              Price (1)        Registration Fee
  ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
  <S>                             <C>                     <C>                 <C>                       <C>
       Common Stock,
      par value $.0001
         per share
    underlying the 2000         166,667                   2.55                425,000.85               $13.05
    Stock Option/Stock
       Issuance Plan
  ======================== ====================== ====================== ====================== ======================
  <PAGE>
       Common Stock,
     par value $.0001
         per share
    underlying the 2001         330,000                   2.55                841,500.00               $25.83
    Stock Option/Stock
       Issuance Plan
  ======================== ====================== ====================== ====================== ======================
       Common Stock,
     par value $.0001
         per share
   underlying the 2001-A
    Stock Option/Stock          600,000                   2.55              1,530,000.00               $46.97
       Issuance Plan
  ======================== ====================== ====================== ====================== ======================
       Common Stock,
     par value $.0001
         per share
      underlying the
        2002 Stock              625,000                   2.55              1,593,750.00               $48.93
   Option/Stock Issuance
           Plan
  ======================== ====================== ====================== ====================== ======================
       Common Stock,
     par value $.0001
         per share
      underlying the
       2002-A Stock             875,000                   2.55              2,231,250.00               $68.50
   Option/Stock Issuance
           Plan
  ======================== ====================== ====================== ====================== ======================
       Common Stock,
     par value $.0001
         per share
      underlying the
        2003 Stock              725,000                   2.55              1,848,750.00               $56.76
   Option/Stock Issuance
           Plan
  ======================== ====================== ====================== ====================== ======================
       Common Stock,
     par value $.0001
         per share
      underlying the
       2003-A Stock             975,000                   2.55              2,486,250.00               $76.33
   Option/Stock Issuance
           Plan
  ======================== ====================== ====================== ====================== ======================
       Common Stock,
     par value $.0001
         per share
      underlying the
        2004 Stock            1,200,000                   2.55              3,060,000.00               $93.94
   Option/Stock Issuance
           Plan
  ======================== ====================== ====================== ====================== ======================
  
  
    Total                     5,496,667 shares(2)        $2.55            $14,016,500.85              $430.31
  
  ======================== ====================== ====================== ====================== ======================
  <FN>
  
  (1) Estimated solely for the purpose of calculating the registration  fee, based
  upon the average of the high and low sales price of the  Company's  common Stock
  on the OTC-BB on June 22, 2007.
  (2) The Registration Statement registers the shares issuable under the Plans set
  forth above. The Registration  Statement also covers an indeterminate  number of
  additional  shares of  common  stock  which  may  become  issuable  pursuant  to
  anti-dilution and adjustment provisions of the Plan.
  </FN>
  </TABLE>
  <PAGE>
  
                                       PART I
                Information Required in the Section 10(a) Prospectus
  
  ITEM I. PLAN INFORMATION.
  
  Information  required by Part I to be contained in the Section 10(a)  prospectus
  is omitted from this  Registration  Statement in accordance  with Rule 428 under
  the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.
  
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
  The documents containing the information specified in Part I, Items 1 and 2 will
  be delivered to each of the  participants  in accordance  with Form S-8 and Rule
  428 promulgated  under the Securities Act of 1933, as amended.  The participants
  shall be provided in a written  statement  notifying  them that upon  written or
  oral  request  they  will  be  provided,   without  charge,  (i)  the  documents
  incorporated  by reference in Item 3 of Part II of the  registration  statement,
  and (ii) other documents  required to be delivered  pursuant to Rule 428(b). The
  statement will inform the participants  that these documents are incorporated by
  reference in the Section 10(a) prospectus, and shall include the address (giving
  title or  department)  and  telephone  number  to  which  the  request  is to be
  directed.
  
  
  
  
                                         -3-
  
  
  <PAGE>
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
           ---------------------------------------
  
       The Registrant  hereby  incorporates  by reference the following  documents
  filed with the  Securities  and Exchange  Commission  pursuant to the Securities
  Exchange Act of 1934,  as amended (the  "Exchange  Act") into this  Registration
  Statement:
  
            (a)  The Registrant's Annual Report on Form 10-KSB for the fiscal year
                 ended December 31, 2006;
  
            (b)  The Registrant's  Quarterly Report on Form 10-QSB for the quarter
                 ended March 31, 2007; and
  
            (c)  The  description  of the class of  securities to be offered which
                 has been registered  under Section 12 of the Securities  Exchange
                 Act of 1934,  including  any  amendment  or report  filed for the
                 purpose of updating such description.
  
            (d)  All documents  subsequently  filed by the Registrant  pursuant to
                 Sections 13(a),  13(c), 14 or15(d) of the Exchange Act and, since
                 the end of the fiscal  year  covered by the  registrant  document
                 referred to in (a) immediately above and prior to the filing of a
                 post-effective  amendment  which  indicates  that all  securities
                 offered have been sold or which  deregisters  all securities then
                 remaining unsold.
  
       All such  above-referenced  documents shall be deemed to be incorporated by
  reference  herein  and to be a part  hereof  from  the  date of  filing  of such
  documents.  Any statement  contained in a document  incorporated or deemed to be
  incorporated  by reference  herein shall be deemed to be modified or  superseded
  for  purposes  of this  registration  statement  to the extent  that a statement
  contained  herein or in any other  subsequently  filed  document  which  also is
  incorporated  or deemed to be  incorporated  by  reference  herein  modified  or
  supersedes  such statement.  Any such statement so modified or superseded  shall
  not be deemed, except as so modified or superseded, to constitute a part of this
  registration statement.
  
  Item 4.  Description of Securities.
           -------------------------
  
                    Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
           --------------------------------------
  
                    Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
           -----------------------------------------
  
       Under the  provisions of the  Certificate of  Incorporation  and By-Laws of
  Registrant,  each person who is or was a director or officer of Registrant shall
  be  indemnified  by  Registrant  as of  right to the full  extent  permitted  or
  authorized by the General Corporation Law of Delaware.
  
                                        II-1
  <PAGE>
  
       Under such law, to the extent that such person is  successful on the merits
  of defense of a suit or  proceeding  brought  against  him by reason of the fact
  that he is a director or officer of Registrant,  he shall be indemnified against
  expenses (including attorneys' fees) reasonably incurred in connection with such
  action.
  
       If unsuccessful  in defense of a third-party  civil suit or a criminal suit
  is settled,  such a person shall be indemnified  under such law against both (1)
  expenses (including  attorneys' fees) and (2) judgments,  fines and amounts paid
  in settlement  if he acted in good faith and in a manner he reasonably  believed
  to be in, or not opposed to, the best interests of Registrant,  and with respect
  to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
  unlawful.
  
       If  unsuccessful  in  defense  of a  suit  brought  by or in the  right  of
  Registrant, or if such suit is settled, such a person shall be indemnified under
  such law only  against  expenses  (including  attorneys'  fees)  incurred in the
  defense or  settlement of such suit if he acted in good faith and in a manner he
  reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
  Registrant except that if such a person is adjudicated to be liable in such suit
  for negligence or misconduct in the  performance  of his duty to Registrant,  he
  cannot be made whole even for expenses  unless the court  determines  that he is
  fairly and reasonably entitled to be indemnified for such expenses.
  
       The officers and directors of the  Registrant  are covered by officers' and
  directors'  liability  insurance.  The  policy  coverage  is  $10,000,000  which
  includes  reimbursement  for  costs  and  fees.  There  is a  maximum  aggregate
  deductible for each loss under the policy of $100,000.
  
  Item 7.  Exemption from Registration Claimed.
           -----------------------------------
  
                    Not applicable.
  
  Item 8.  Exhibits.
           --------
  
                 4.1  2000 Stock Option/Stock Issuance Plan (1).
  
                 4.2  2001 Stock Option/Stock Issuance Plan (1).
  
                 4.3  2001-A Stock Option/Stock Issuance Plan (1).
  
                 4.4  2002 Stock Option/Stock Issuance Plan (1).
  
                 4.5  2002-A Stock  Option/Stock  Issuance Plan  (Incorporated  by
                      reference to the Company's  Proxy  Statement on Schedule 14A
                      filed June 24, 2002).
  
                 4.6  2003  Stock  Option/Stock  Issuance  Plan  (Incorporated  by
                      reference  to the  Company's  Annual  Report on Form  10-KSB
                      filed April 15, 2003.
  
                 4.7  2003-A Stock  Option/Stock  Issuance Plan  (Incorporated  by
                      reference to the Company's  Proxy  Statement on Schedule 14A
                      filed May 6, 2003).
  
                                        II-2
  <PAGE>
  
                 4.8  2004  Stock  Option/Stock  Issuance  Plan  (Incorporated  by
                      reference to the Company's  Proxy  Statement on Schedule 14A
                      filed on November 20, 2006).
  
                 5    Opinion and consent of Beckman, Lieberman & Barandes, LLP.
  
                 23.1 Consent of Beckman,  Lieberman & Barandes, LLP - included in
                      their opinion filed as Exhibit 5.
  
                 23.2 Consent of Marcum & Kliegman, LLP.
  
                 24   Powers of Attorney. (See signature page)
  
  -------------
  (1)  Incorporated by reference to the Company's Annual Report on Form 10-KSB for
  the year ended December 31, 2001.
  
  Item 9. Undertakings.
          ------------
  
                 (a)  The undersigned Registrant hereby undertakes:
  
                 (1) To file, during any period in which offers or sales are being
                 made, a post-effective amendment to this Registration Statement:
  
                      (i) To include any prospectus  required by Section  10(a)(3)
                      of the Securities Act of 1933;
  
                      (ii) To  specify  in the  prospectus  any  facts  or  events
                      arising  after  the  effective  date  of  the   Registration
                      Statement  (or  the  most  recent  post-effective  amendment
                      thereof) which, individually or in the aggregate,  represent
                      a  fundamental  change in the  information  set forth in the
                      Registration Statement;
  
                      (iii) To include any  material  information  with respect to
                      the plan of  distribution  not  previously  disclosed in the
                      Registration  Statement  or  any  material  change  to  such
                      information  in  the   Registration   Statement;   provided,
                      however,  that  paragraphs  (a)(l)(i) and  (a)(l)(ii) do not
                      apply  if  the  information  required  to be  included  in a
                      post-effective amendment by those paragraphs is contained in
                      periodic reports filed by the Registrant pursuant to section
                      13 or section 15(d) of the  Securities  Exchange Act of 1934
                      that  are  incorporated  by  reference  in the  Registration
                      Statement.
  
                 (2) That, for the purposes of determining any liability under the
                 Securities Act of 1933, each such post-effective  amendment shall
                 be  deemed to be a new  Registration  Statement  relating  to the
                 securities  offered therein,  and the offering of such securities
                 at that time shall be deemed to be the initial bona fide offering
                 thereof; and
  
                 (3) To  remove  from  registration  by means of a  post-effective
                 amendment any of the  securities  being  registered  which remain
                 unsold at the termination of the offering.
  
       (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
  determining  any liability  under the Securities Act of 1933, each filing of the
  
                                        II-3
  <PAGE>
  
  Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
  Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
  employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
  Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
  Registration  Statement  shall  be  deemed  to be a new  registration  statement
  relating to the securities offered therein,  and the offering of such securities
  at the time shall be deemed to be the initial bona fide offering thereof.
  
       (c) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors,  officers and controlling  persons of
  the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
  Registrant  has been advised that in the opinion of the  Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore,  unenforceable. In the event that a claim for indemnification
  against such  liabilities  (other than the payment by the Registrant of expenses
  incurred or paid by a director,  officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director,  officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been  settled by  controlling  precedent,  submit to a court of  appropriate
  jurisdiction the question whether such  indemnification  by it is against policy
  as  expressed  in the Act and will be  governed  by final  adjudication  of such
  issue.
  
                                        II-4
  
  <PAGE>
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Bohemia, New York on the 22nd day of June, 2007.
  
                                   DIRECT INSITE CORP.
  
                               By:/s/ James Cannavino
                                  ---------------------
                                     James Cannavino
                                     Chairman of the Board and
                                     Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
       Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
  this  Registration  Statement  has been signed on June 22, 2007 by the following
  persons in the capacities  indicated.  Each person whose signature appears below
  constitutes  and appoints James Cannavino with full power of  substitution,  our
  true and lawful  attorney-in-fact and agent to do any and all acts and things in
  our name and on our behalf in our capacities  indicated  below which he may deem
  necessary  or  advisable  to enable  Direct  Insite  Corp.  to  comply  with the
  Securities Act of 1933, as amended, and any rules,  regulations and requirements
  of the Securities and Exchange Commission,  in connection with this Registration
  Statement  including  specifically,  but not limited to, power and  authority to
  sign for us or any of us in our names in the  capacities  stated below,  any and
  all amendments (including post-effective amendments) thereto, granting unto said
  attorney-in-fact  and agent full power and  authority to do and perform each and
  every act and thing  requisite and necessary to be done in such  connection,  as
  fully to all  intents  and  purposes  as we might or could do in person,  hereby
  ratifying and  confirming  all that said  attorneys-in-fact  and agents,  or his
  substitute  or  substitutes,  may  lawfully  do or  cause  to be done by  virtue
  thereof.
  
  Signature                          Title
  ---------                          -----
  
  /s/James Cannavino         Chairman of the Board and Chief Executive Officer
  -----------------
  James Cannavino
  
  
  /s/Bernard Puckett         Director
  -----------------
  Bernard Puckett
  
  
  /s/Dennis Murray           Director
  -----------------
  Dennis Murray
  
                             Director
  -----------------
  Michael Levin
  
  
  /s/Michael J. Beecher      Chief Financial Officer and Secretary
  -----------------
  Michael J. Beecher
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "diris8sop-june07.txt", "secsgml_size_bytes": 21074}]
metadata_filer: {"company-data": {"conformed-name": "DIRECT INSITE CORP", "cik": "0000879703", "assigned-sic": "7373", "irs-number": "112895590", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-144015", "film-number": "07938604"}, "business-address": {"street1": "80 ORVILLE DR", "city": "BOHEMIA", "state": "NY", "zip": "11716", "phone": "5162441500"}, "mail-address": {"street1": "80 ORVILLE DRIVE", "city": "BOHEMIA", "state": "NY", "zip": "11716"}, "former-company": {"former-conformed-name": "COMPUTER CONCEPTS CORP /DE", "date-changed": "19930328"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        under
                             THE SECURITIES ACT OF 1933
  
                                 DIRECT INSITE CORP.
               (Exact name of registrant as specified in its charter)
  
             Delaware                                     11-2895590
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   incorporation or organization)
  
  80 Orville Drive, Bohemia, New York                       11716
  (Address of principal executive offices)               (Zip Code)
  
                          2000 STOCK OPTION/STOCK ISSUANCE PLAN
                          2001 STOCK OPTION/STOCK ISSUANCE PLAN
                          2001-A STOCK OPTION/STOCK ISSUANCE PLAN
                          2002 STOCK OPTION/STOCK ISSUANCE PLAN
                          2002-A STOCK OPTION/STOCK ISSUANCE PLAN
                          2003 STOCK OPTION/STOCK ISSUANCE PLAN
                          2003-A STOCK OPTION/STOCK ISSUANCE PLAN
                          2004 STOCK OPTION/STOCK ISSUANCE PLAN
  
                              (Full Title of the Plans)
  
                       James Cannavino, Chairman of the Board
                                 Direct Insite Corp.
                                  80 Orville Drive
                               Bohemia, New York 11716
                       (Name and address of agent for service)
  
                                   (631) 873-2900
            (Telephone number, including area code, of agent for service)
  
                                      copy to:
                              David H. Lieberman, Esq.
                         Beckman, Lieberman & Barandes, LLP
                               100 Jericho Quadrangle
                               Jericho, New York 11753
                                   (516) 433-1200
  CALCULATION OF REGISTRATION FEE
  ======================== ====================== ====================== ====================== ======================
      Title of Each                                 Proposed Maximum       Proposed Maximum
   Class of Securities         Amount to be        Offering Price Per     Aggregate Offering          Amount of
    To be Registered             Registered            Security (1)              Price (1)        Registration Fee
  ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
  Common Stock,
      par value $.0001
         per share
    underlying the 2000         166,667                   2.55                425,000.85               $13.05
    Stock Option/Stock
       Issuance Plan
  ======================== ====================== ====================== ====================== ======================
  Common Stock,
     par value $.0001
         per share
    underlying the 2001         330,000                   2.55                841,500.00               $25.83
    Stock Option/Stock
       Issuance Plan
  ======================== ====================== ====================== ====================== ======================
       Common Stock,
     par value $.0001
         per share
   underlying the 2001-A
    Stock Option/Stock          600,000                   2.55              1,530,000.00               $46.97
       Issuance Plan
  ======================== ====================== ====================== ====================== ======================
       Common Stock,
     par value $.0001
         per share
      underlying the
        2002 Stock              625,000                   2.55              1,593,750.00               $48.93
   Option/Stock Issuance
           Plan
  ======================== ====================== ====================== ====================== ======================
       Common Stock,
     par value $.0001
         per share
      underlying the
       2002-A Stock             875,000                   2.55              2,231,250.00               $68.50
   Option/Stock Issuance
           Plan
  ======================== ====================== ====================== ====================== ======================
       Common Stock,
     par value $.0001
         per share
      underlying the
        2003 Stock              725,000                   2.55              1,848,750.00               $56.76
   Option/Stock Issuance
           Plan
  ======================== ====================== ====================== ====================== ======================
       Common Stock,
     par value $.0001
         per share
      underlying the
       2003-A Stock             975,000                   2.55              2,486,250.00               $76.33
   Option/Stock Issuance
           Plan
  ======================== ====================== ====================== ====================== ======================
       Common Stock,
     par value $.0001
         per share
      underlying the
        2004 Stock            1,200,000                   2.55              3,060,000.00               $93.94
   Option/Stock Issuance
           Plan
  ======================== ====================== ====================== ====================== ======================
  
    Total                     5,496,667 shares(2)        $2.55            $14,016,500.85              $430.31
  
  ======================== ====================== ====================== ====================== ======================
  (1) Estimated solely for the purpose of calculating the registration  fee, based
  upon the average of the high and low sales price of the  Company's  common Stock
  on the OTC-BB on June 22, 2007.
  (2) The Registration Statement registers the shares issuable under the Plans set
  forth above. The Registration  Statement also covers an indeterminate  number of
  additional  shares of  common  stock  which  may  become  issuable  pursuant  to
  anti-dilution and adjustment provisions of the Plan.
  PART I
                Information Required in the Section 10(a) Prospectus
  
  ITEM I. PLAN INFORMATION.
  
  Information  required by Part I to be contained in the Section 10(a)  prospectus
  is omitted from this  Registration  Statement in accordance  with Rule 428 under
  the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.
  
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
  The documents containing the information specified in Part I, Items 1 and 2 will
  be delivered to each of the  participants  in accordance  with Form S-8 and Rule
  428 promulgated  under the Securities Act of 1933, as amended.  The participants
  shall be provided in a written  statement  notifying  them that upon  written or
  oral  request  they  will  be  provided,   without  charge,  (i)  the  documents
  incorporated  by reference in Item 3 of Part II of the  registration  statement,
  and (ii) other documents  required to be delivered  pursuant to Rule 428(b). The
  statement will inform the participants  that these documents are incorporated by
  reference in the Section 10(a) prospectus, and shall include the address (giving
  title or  department)  and  telephone  number  to  which  the  request  is to be
  directed.
  
                                         -3-
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
           ---------------------------------------
  
       The Registrant  hereby  incorporates  by reference the following  documents
  filed with the  Securities  and Exchange  Commission  pursuant to the Securities
  Exchange Act of 1934,  as amended (the  "Exchange  Act") into this  Registration
  Statement:
  
            (a)  The Registrant's Annual Report on Form 10-KSB for the fiscal year
                 ended December 31, 2006;
  
            (b)  The Registrant's  Quarterly Report on Form 10-QSB for the quarter
                 ended March 31, 2007; and
  
            (c)  The  description  of the class of  securities to be offered which
                 has been registered  under Section 12 of the Securities  Exchange
                 Act of 1934,  including  any  amendment  or report  filed for the
                 purpose of updating such description.
  
            (d)  All documents  subsequently  filed by the Registrant  pursuant to
                 Sections 13(a),  13(c), 14 or15(d) of the Exchange Act and, since
                 the end of the fiscal  year  covered by the  registrant  document
                 referred to in (a) immediately above and prior to the filing of a
                 post-effective  amendment  which  indicates  that all  securities
                 offered have been sold or which  deregisters  all securities then
                 remaining unsold.
  
       All such  above-referenced  documents shall be deemed to be incorporated by
  reference  herein  and to be a part  hereof  from  the  date of  filing  of such
  documents.  Any statement  contained in a document  incorporated or deemed to be
  incorporated  by reference  herein shall be deemed to be modified or  superseded
  for  purposes  of this  registration  statement  to the extent  that a statement
  contained  herein or in any other  subsequently  filed  document  which  also is
  incorporated  or deemed to be  incorporated  by  reference  herein  modified  or
  supersedes  such statement.  Any such statement so modified or superseded  shall
  not be deemed, except as so modified or superseded, to constitute a part of this
  registration statement.
  
  Item 4.  Description of Securities.
           -------------------------
  
                    Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
           --------------------------------------
  
                    Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
           -----------------------------------------
  
       Under the  provisions of the  Certificate of  Incorporation  and By-Laws of
  Registrant,  each person who is or was a director or officer of Registrant shall
  be  indemnified  by  Registrant  as of  right to the full  extent  permitted  or
  authorized by the General Corporation Law of Delaware.
  
                                        II-1
  Under such law, to the extent that such person is  successful on the merits
  of defense of a suit or  proceeding  brought  against  him by reason of the fact
  that he is a director or officer of Registrant,  he shall be indemnified against
  expenses (including attorneys' fees) reasonably incurred in connection with such
  action.
  
       If unsuccessful  in defense of a third-party  civil suit or a criminal suit
  is settled,  such a person shall be indemnified  under such law against both (1)
  expenses (including  attorneys' fees) and (2) judgments,  fines and amounts paid
  in settlement  if he acted in good faith and in a manner he reasonably  believed
  to be in, or not opposed to, the best interests of Registrant,  and with respect
  to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
  unlawful.
  
       If  unsuccessful  in  defense  of a  suit  brought  by or in the  right  of
  Registrant, or if such suit is settled, such a person shall be indemnified under
  such law only  against  expenses  (including  attorneys'  fees)  incurred in the
  defense or  settlement of such suit if he acted in good faith and in a manner he
  reasonably  believed  to be  in,  or not  opposed  to,  the  best  interests  of
  Registrant except that if such a person is adjudicated to be liable in such suit
  for negligence or misconduct in the  performance  of his duty to Registrant,  he
  cannot be made whole even for expenses  unless the court  determines  that he is
  fairly and reasonably entitled to be indemnified for such expenses.
  
       The officers and directors of the  Registrant  are covered by officers' and
  directors'  liability  insurance.  The  policy  coverage  is  $10,000,000  which
  includes  reimbursement  for  costs  and  fees.  There  is a  maximum  aggregate
  deductible for each loss under the policy of $100,000.
  
  Item 7.  Exemption from Registration Claimed.
           -----------------------------------
  
                    Not applicable.
  
  Item 8.  Exhibits.
           --------
  
                 4.1  2000 Stock Option/Stock Issuance Plan (1).
  
                 4.2  2001 Stock Option/Stock Issuance Plan (1).
  
                 4.3  2001-A Stock Option/Stock Issuance Plan (1).
  
                 4.4  2002 Stock Option/Stock Issuance Plan (1).
  
                 4.5  2002-A Stock  Option/Stock  Issuance Plan  (Incorporated  by
                      reference to the Company's  Proxy  Statement on Schedule 14A
                      filed June 24, 2002).
  
                 4.6  2003  Stock  Option/Stock  Issuance  Plan  (Incorporated  by
                      reference  to the  Company's  Annual  Report on Form  10-KSB
                      filed April 15, 2003.
  
                 4.7  2003-A Stock  Option/Stock  Issuance Plan  (Incorporated  by
                      reference to the Company's  Proxy  Statement on Schedule 14A
                      filed May 6, 2003).
  
                                        II-2
  4.8  2004  Stock  Option/Stock  Issuance  Plan  (Incorporated  by
                      reference to the Company's  Proxy  Statement on Schedule 14A
                      filed on November 20, 2006).
  
                 5    Opinion and consent of Beckman, Lieberman & Barandes, LLP.
  
                 23.1 Consent of Beckman,  Lieberman & Barandes, LLP - included in
                      their opinion filed as Exhibit 5.
  
                 23.2 Consent of Marcum & Kliegman, LLP.
  
                 24   Powers of Attorney. (See signature page)
  
  -------------
  (1)  Incorporated by reference to the Company's Annual Report on Form 10-KSB for
  the year ended December 31, 2001.
  
  Item 9. Undertakings.
          ------------
  
                 (a)  The undersigned Registrant hereby undertakes:
  
                 (1) To file, during any period in which offers or sales are being
                 made, a post-effective amendment to this Registration Statement:
  
                      (i) To include any prospectus  required by Section  10(a)(3)
                      of the Securities Act of 1933;
  
                      (ii) To  specify  in the  prospectus  any  facts  or  events
                      arising  after  the  effective  date  of  the   Registration
                      Statement  (or  the  most  recent  post-effective  amendment
                      thereof) which, individually or in the aggregate,  represent
                      a  fundamental  change in the  information  set forth in the
                      Registration Statement;
  
                      (iii) To include any  material  information  with respect to
                      the plan of  distribution  not  previously  disclosed in the
                      Registration  Statement  or  any  material  change  to  such
                      information  in  the   Registration   Statement;   provided,
                      however,  that  paragraphs  (a)(l)(i) and  (a)(l)(ii) do not
                      apply  if  the  information  required  to be  included  in a
                      post-effective amendment by those paragraphs is contained in
                      periodic reports filed by the Registrant pursuant to section
                      13 or section 15(d) of the  Securities  Exchange Act of 1934
                      that  are  incorporated  by  reference  in the  Registration
                      Statement.
  
                 (2) That, for the purposes of determining any liability under the
                 Securities Act of 1933, each such post-effective  amendment shall
                 be  deemed to be a new  Registration  Statement  relating  to the
                 securities  offered therein,  and the offering of such securities
                 at that time shall be deemed to be the initial bona fide offering
                 thereof; and
  
                 (3) To  remove  from  registration  by means of a  post-effective
                 amendment any of the  securities  being  registered  which remain
                 unsold at the termination of the offering.
  
       (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
  determining  any liability  under the Securities Act of 1933, each filing of the
  
                                        II-3
  Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
  Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
  employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
  Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
  Registration  Statement  shall  be  deemed  to be a new  registration  statement
  relating to the securities offered therein,  and the offering of such securities
  at the time shall be deemed to be the initial bona fide offering thereof.
  
       (c) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors,  officers and controlling  persons of
  the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
  Registrant  has been advised that in the opinion of the  Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore,  unenforceable. In the event that a claim for indemnification
  against such  liabilities  (other than the payment by the Registrant of expenses
  incurred or paid by a director,  officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director,  officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been  settled by  controlling  precedent,  submit to a court of  appropriate
  jurisdiction the question whether such  indemnification  by it is against policy
  as  expressed  in the Act and will be  governed  by final  adjudication  of such
  issue.
  
                                        II-4
  SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Bohemia, New York on the 22nd day of June, 2007.
  
                                   DIRECT INSITE CORP.
  
                               By:/s/ James Cannavino
                                  ---------------------
                                     James Cannavino
                                     Chairman of the Board and
                                     Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
       Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
  this  Registration  Statement  has been signed on June 22, 2007 by the following
  persons in the capacities  indicated.  Each person whose signature appears below
  constitutes  and appoints James Cannavino with full power of  substitution,  our
  true and lawful  attorney-in-fact and agent to do any and all acts and things in
  our name and on our behalf in our capacities  indicated  below which he may deem
  necessary  or  advisable  to enable  Direct  Insite  Corp.  to  comply  with the
  Securities Act of 1933, as amended, and any rules,  regulations and requirements
  of the Securities and Exchange Commission,  in connection with this Registration
  Statement  including  specifically,  but not limited to, power and  authority to
  sign for us or any of us in our names in the  capacities  stated below,  any and
  all amendments (including post-effective amendments) thereto, granting unto said
  attorney-in-fact  and agent full power and  authority to do and perform each and
  every act and thing  requisite and necessary to be done in such  connection,  as
  fully to all  intents  and  purposes  as we might or could do in person,  hereby
  ratifying and  confirming  all that said  attorneys-in-fact  and agents,  or his
  substitute  or  substitutes,  may  lawfully  do or  cause  to be done by  virtue
  thereof.
  
  Signature                          Title
  ---------                          -----
  
  /s/James Cannavino         Chairman of the Board and Chief Executive Officer
  -----------------
  James Cannavino
  
  /s/Bernard Puckett         Director
  -----------------
  Bernard Puckett
  
  /s/Dennis Murray           Director
  -----------------
  Dennis Murray
  
                             Director
  -----------------
  Michael Levin
  
  /s/Michael J. Beecher      Chief Financial Officer and Secretary
  -----------------
  Michael J. Beecher