UNITED ~~STATESSECURITIES AND~~ ~~EXCHANGE~~STATES COMMISSIONWashington, D.C. 20549FORM 8-KCURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported): November 17, 2014iPayment Holdings, Inc.iPayment, Inc.

~~(Exact~~SECURITIES ~~name~~AND ofEXCHANGE ~~registrant~~COMMISSION ~~as specified in its charter)~~

DelawareDelaware		333-177233-19000-50280		20-477788062-1847043
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Washington, D.C. 20549

Tower 56, 126 East 56th Street33rd FloorNew York, NY		10022
(Address of Principal Executive Offices)		(Zip Code)

FORM 8-K

~~Registrant's~~CURRENT ~~telephone~~REPORT ~~number, including area code: (212) 802-7200~~

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 3, 2014 (December 3, 2014)

iPayment Holdings, Inc.

iPayment, Inc.

(Exact Name of Registrant as Specified in Its Charter)


333-177233-19 000-50280		20-4777880 62-1847043
(Commission File Number)		(IRS Employer Identification No.)

Delaware Delaware
(State or Other Jurisdiction of Incorporation)

Tower 56, 126 East 56th Street 33rd Floor New York, NY		10022
(Address of Principal Executive Offices)		(Zip Code)

(212) 802-7200

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition.~~Agreement

OnAmendment ~~November 17, 2014, iPayment Holdings, Inc~~No. 1 ~~(“Holdings”)~~to ~~and~~Exchange ~~iPayment, Inc.~~Offer ~~(“iPayment”~~Support ~~or the “Company”) announced their unaudited financial~~Agreement ~~results for the three months and nine months ended September 30, 2014. The full text of the press release is furnished as Exhibit 99.1 hereto.~~

~~The~~On ~~information~~December in3, ~~this~~2014, ~~Form~~iPayment ~~8-K~~Holdings, Inc. (“Holdco”) and ~~the~~its ~~attached~~subsidiary ~~Exhibit 99~~iPayment, Inc.1 is(“Opco” ~~being~~and, together with Holdco, the ~~furnished~~“Companies”) ~~pursuant~~entered into an amendment (the “Amendment”) to ~~Item~~the ~~2.02~~Exchange ~~"Results~~Offer ofSupport ~~Operations~~Agreement, ~~and~~dated ~~Financial~~September 29, 2014 (the “Support Agreement”), governing the exchange offers (the “Exchange Offers”) ~~Condition"~~and consent solicitations (the “Consent Solicitations,” and ~~shall~~together ~~not~~with bethe ~~deemed~~Exchange ~~"filed"~~Offers, ~~for~~the ~~purposes~~“Offers”) ofpreviously ~~Section~~commenced by the Companies on November 187, of 2014 pursuant to the ~~Securities~~Offers to Exchange ~~Act~~and Consent Solicitation Statement, dated as of ~~1934~~November 7, 2014 (as it may be amended ~~(the~~from ~~"Exchange~~time ~~Act"~~to time, the “Statement”). ~~or otherwise~~The ~~subject~~Companies toentered into the ~~liabilities~~Amendment ofwith ~~that~~holders ~~section,~~party ~~nor~~to ~~shall~~the itSupport beAgreement holding a sufficient aggregate ~~deemed~~principal ~~incorporated~~amount byof ~~reference~~each inseries ~~any~~of ~~filing~~notes ~~under~~to amend the ~~Securities~~Support ~~Act~~ Agreement. As of ~~1933~~December 3, ~~as amended~~2014, orholders of approximately 91.9% of the ~~Exchange~~aggregate ~~Act,~~principal ~~except~~amount asof ~~shall~~Holdco’s be15.00%/15.00% ~~expressly~~Senior Notes due 2018 and holders of approximately ~~set~~90.4% ~~forth~~of bythe ~~specific~~aggregate ~~reference~~principal inamount ~~such~~of ~~filing~~Opco’s 10. 25% Senior Notes due 2018 had executed the Support Agreement.

~~Item~~The Amendment modifies certain terms of the Support Agreement in order to (i) increase to 9.0150% ~~Financial~~the ~~Statements~~annual rate of interest of the new Senior Secured Notes due 2019 (the “New Notes”) that will be issued in connection with the Offers and ~~Exhibits~~(ii) increase the redemption price of the New Notes to 104.75% of par.

The expiration date of the Offers has been extended to 5:00 p.m., New York City time, on ~~(d)~~December ~~Exhibits~~17, 2014. No existing notes were validly tendered as of 5:00 p.m., New York City time, on December 3, 2014. Tendered Existing Notes may be validly withdrawn at any time before the expiration or termination of the Offers. Subject to the consent requirements under the Support Agreement, the Companies may terminate or withdraw the Offers at any time for any reason, including if certain conditions described in the Statement are not satisfied.

Exhibit Number		Description of Exhibit
99.1		Press release issued November 17, 2014

The New Notes and other securities offered pursuant to the Statement have not been, and except as described in the Statement will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws or an applicable exemption therefrom. The Exchange Offers are being made pursuant to the exemption provided for under Section 4(a)(2) of the Securities Act.

This Current Report on Form 8-K ~~SIGNATURE~~does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities described herein and is also not a solicitation of consents to proposed amendments as described in the Statement. No recommendation is made as to whether the holders of Existing Notes should tender their Existing Notes or deliver the related consents in the Exchange Offers. The Statement will be distributed only to holders of Existing Notes that complete and return a letter of eligibility confirming that they are “eligible holders” for the purposes of the Offers.

The above description of the Amendment, the Support Agreement and ~~Pursuant~~the Statement does not purport to ~~the~~be ~~requirements~~a complete statement of the ~~Securities~~parties’ ~~Exchange~~rights ~~Act~~and ofobligations ~~1934, each~~thereunder. ofThe Companies can provide no assurance that the ~~registrants~~Offers ~~has~~will ~~duly~~occur ~~caused~~on the terms described in this report, toor beat ~~signed~~all. onAny ~~its~~information ~~behalf~~disclosed byin ~~the~~this ~~undersigned~~Current ~~hereunto~~Report ~~duly~~on ~~authorized~~Form 8-K shall not be construed as an admission that such information is material.

	iPAYMENT HOLDINGS, INC.
	By:	/s/ Mark C. Monaco
		Name:	Mark C. Monaco
		Title:	Executive Vice President, Chief Financial
			Officer, Treasurer and Director of iPayment,
			Holdings, Inc.
			(Principal Financial Officer)
Dated: November 17, 2014
	iPAYMENT, INC.
	By:	/s/ Mark C. Monaco
		Name:	Mark C. Monaco
		Title:	Executive Vice President, Chief Financial
			Officer, Treasurer and Director of iPayment, Inc.
			(Principal Financial Officer)
Dated: November 17, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


IPAYMENT HOLDINGS, INC.

By:		/s/ Mark C. Monaco
Name:		Mark C. Monaco
Title:		Executive Vice President, Chief Financial Officer, Treasurer and Director of iPayment Holdings, Inc.

Date: December 3, 2014


IPAYMENT, INC.

By:		/s/ Mark C. Monaco
Name:		Mark C. Monaco
Title:		Executive Vice President, Chief Financial Officer, Treasurer and Director of iPayment, Inc.

Date: December 3, 2014

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