NIGHTHAWK SYSTEMS, INC.
                            10715 GULFDALE, SUITE 200
                             SAN ANTONIO, TX  78258
                                 (303) 337-4811

                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                           TO BE HELD JANUARY 6, 2005


To  Our  Stockholders:

A  Special Meeting of Stockholders (the "Special Meeting") of Nighthawk Systems,
Inc.  (the  "Company")  will  be held at 10715 Gulfdale, Suite 200, San Antonio,
Texas  78258  on  January 6, 2005 at 10:00 a.m., local time, to consider and act
upon  the  following  matter,  as more fully described in the accompanying proxy
statement:

-     To  amend  our  Amended and Restated Articles of Incorporation to increase
the  number  of authorized shares of common stock of the Company from 50,000,000
shares  to  200,000,000  shares.

Stockholders holding shares of common stock of record at the closing of business
on  November  10,  2004  will  be  entitled to receive notice of and vote at the
Special  Meeting.

Stockholders,  whether  or not they expect to be present at the Special Meeting,
are  requested to sign and date the enclosed proxy and return it promptly in the
envelope  provided.  You  may revoke this proxy at any time prior to the Special
Meeting,  and,  if  you  attend the Special Meeting, you may vote your shares in
person.

All  stockholders  are  cordially  invited  to  attend  the  Special  Meeting.

YOU  ARE  URGED TO DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR SHARES
MAY  BE VOTED IN ACCORDANCE WITH YOUR WISHES.  GIVING YOUR PROXY DOES NOT AFFECT
YOUR  RIGHT  TO  VOTE  IN  PERSON  IF  YOU  ATTEND  THE  MEETING.

                                       By  Order  of  the  Board  of  Directors,


                                       /s/  H.  Douglas  Saathoff
                                       ---------------------------
                                       H.  Douglas  Saathoff
                                       Corporate  Secretary

San  Antonio,  Texas
December  3,  2004


                             NIGHTHAWK SYSTEMS, INC.
                            10715 GULFDALE, SUITE 200
                             SAN ANTONIO, TX  78258
                                 (303) 337-4811


               PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
                                 JANUARY 6, 2005

                         PROXY SOLICITATION INFORMATION

DATE,  TIME,  AND  PLACE

     This  Proxy  Statement  is furnished in connection with the solicitation of
proxies  by  the  Board  of  Directors of Nighthawk Systems, Inc. for use at the
Special  Meeting  to  be  held on January 6, 2005, at 10:00 a.m., local time, at
10715  Gulfdale,  Suite  200,  San  Antonio,  Texas  78216.

MAILING  OF  PROXY  STATEMENT,  PROXY  AND  FORM  10-KSB  ANNUAL  REPORT

     This  Proxy Statement and the accompanying Proxy will be mailed on or about
December  13,  2004 to all Stockholders entitled to notice of and to vote at the
Meeting.

     We  will provide without charge, a copy of our annual report on Form 10-KSB
for the fiscal year ended December 31, 2003 and related financial statements and
financial  statement  schedules  to  each  stockholder  entitled  to vote at the
meeting,  who request a copy of such in writing or by phone.  Requests should be
sent  to: Nighthawk Systems, Inc., at 10715 Gulfdale, Suite 200, San Antonio, TX
78258.  Our  telephone  number  is  (303)  337-4811.

RECORD  DATE;  SHARES  ENTITLED  TO  VOTE;  QUORUM

     Our board of directors has fixed the close of business on November 10, 2004
as  the  record  date  for stockholders entitled to notice of and to vote at the
Special  Meeting.  As of the record date, there were 30,622,518 shares of common
stock  outstanding.  Stockholders  are  entitled  to  one vote for each share of
common  stock  they  own.

     The  holders  of  a  majority of the outstanding shares of stock issued and
entitled to vote at the Special Meeting must be present in person or by proxy to
establish  a  quorum  for  business  to  be  conducted  at  the Special Meeting.
Abstentions  and  broker  "non-votes" are treated as shares that are present and
entitled  to  vote  for  purposes  of  determining  the  presence  of  a quorum.

VOTE  REQUIRED

     The  affirmative vote of the holders of a majority of the votes cast by the
stockholders present or represented by proxy and entitled to vote at the Special
Meeting is required to approve an amendment to our Amended and Restated Articles
of  Incorporation  to  increase  the number of our authorized common shares from
50,000,000  to  200,000,000.  A  properly  executed  proxy marked "Abstain" with
respect  to  this  proposal will be treated as shares present or represented and
entitled  to  vote  on  such  proposal  and  will have the same effect as a vote
against  the  proposal.

VOTING  OF  PROXIES

     All  valid, unrevoked proxies will be voted as directed.  In the absence of
instructions  to  the contrary, properly executed proxies will be voted in favor
of  amending  our Amended and Restated Articles of Incorporation to increase the
number  of  our  authorized  common  shares  from  50,000,000  to  200,000,000.

     Votes  cast  in person or by proxy at the Special Meeting will be tabulated
at  the  Special  Meeting.

RETURNED  PROXY  CARDS  WITH  NO  VOTING  INSTRUCTIONS

     Proxies that are signed and returned will be voted in the manner instructed
by  the  stockholder.  If  you  sign  and  return  your  proxy  card  with  no
instructions,  the  proxy  will  be  voted  "For"  the  items  set  forth in the
Proposal.

BROKER  NON-VOTES

     If  you hold your shares of Common Stock in "street name" (that is, through
a broker, bank or other representative), you are considered the beneficial owner
of  the  shares held in street name. As the beneficial owner, you have the right
to  direct  your  broker how to vote. Brokers who have not received instructions
from beneficial owners generally have the authority to vote on certain "routine"
matters,  including  the election of directors and ratification of the selection
of auditors.  With respect to a non-routine matter, a broker is not permitted to
vote  such  shares  on  your  behalf as to such matter. Shares representing such
broker  non-votes"  with  respect  to  a non-routine matter will not be voted in
favor  of such matter and will also not be counted as votes cast on such matter.
Accordingly,  "broker non-votes" will have no effect on the outcome of the vote.

REVOCABILITY  OF  PROXIES

     Any Nighthawk stockholder who delivers a properly executed proxy may revoke
the  proxy  at  any  time  before  it  is  voted.  Proxies  may  be  revoked by:

-     delivering  a  written  revocation of the proxy to our Corporate Secretary
      before  the  Special  Meeting;
-     signing  and  returning  a  later  dated  proxy;  or
-     attending  the  Special  Meeting  and  voting  in  person.

     Attendance  at  the  Special Meeting will not, in and of itself, constitute
revocation of a proxy.  If you would like to revoke your proxy to vote in person
at  the  Speical  Meeting,  you  must  notify  the  Inspector of Election or the
Corporate  Secretary  at  the  Special  Meeting.

DEADLINE  FOR  VOTING  BY  PROXY

     Proxy  Cards  sent  to  the  Company  by mail must be received prior to the
Special  Meeting  to  be  counted.

SOLICITATION  OF  PROXIES

     Proxies  will  be  solicited  by  mail.  Proxies  may  also  be  solicited
personally,  or by telephone, fax, or other means by our directors, officers and
employees.  Directors, officers and employees soliciting proxies will receive no
extra  compensation,  but  may be reimbursed for related out-of-pocket expenses.
In  addition  to  solicitation by mail, we will make arrangements with brokerage
houses  and  other  custodians,  nominees  and  fiduciaries  to  send  the proxy
materials  to  beneficial  owners.  We  may  reimburse  these  brokerage houses,
custodians  and  other  persons  for  their reasonable out-of-pocket expenses in
doing  so.  The  cost  of  solicitation  of  proxies  will  be  paid  by  us.

    PROPOSAL TO AMEND OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO
                    INCREASE THE NUMBER OF AUTHORIZED SHARES
                               OF OUR COMMON STOCK

     Our  Amended  and Restated Articles of Incorporation currently authorize us
to  issue  50,000,000  shares  of common stock and 5,000,000 shares of preferred
stock,  par  value  $.001 per share.  As of November 10, 2004, we had 30,622,518
shares of common stock issued and outstanding, leaving us, in the opinion of our
Board  of  Directors,  with  what  could  be an insufficient number of shares of
common stock available for issuance necessary for us to efficiently continue and
grow our operations.  Additionally, we entered into an Investment Agreement with
Dutchess Private Equities Fund II, LP.  Pursuant to the Investment Agreement, we
may  require  Dutchess  to  purchase  up to $10,000,000 in our common stock. The
purchase  price  for the common stock will be 95% of the lowest closing best bid
price  of  the  common  stock  during  the  five  consecutive trading day period
immediately  following  the  date  of  our notice to them of our election to put
shares.  Based  on  current  market prices for our common stock, we currently do
not  have  sufficient authorized shares to fully access the Investment Agreement
with  Dutchess.  In  order  to ensure that we can obtain funds in an expeditious
manner in the future under the Investment Agreement with Dutchess, or from other
funding sources that may become available to us, the Board of Directors believes
we  should  take  the  required  steps now to adequately increase the authorized
shares  of  our  common  stock.

     The  Board  has adopted a resolution (i) declaring the advisability of such
increase  in  the  number  of  authorized shares of our common stock, subject to
Stockholder  approval, (ii) in connection therewith, an amendment to our Amended
and  Restated  Certificate  of  Incorporation  to effect such an increase in the
number  of  authorized  shares  of  our  common  stock,  subject  to stockholder
approval,  and  (iii)  authorizing any other action it deems necessary to effect
such  an  amendment,  without  further  approval  or  authorization  of  our
stockholders.  Accordingly, the Board of Directors recommends an increase in the
number  of  shares  of  common  stock we are authorized to issue from 50,000,000
shares  to  200,000,000  shares.

     The  additional  shares  of common stock to be authorized for issuance upon
the  adoption  of such amendment would possess rights identical to the currently
authorized  common  stock.  The stockholders of common stock are entitled to one
vote  for  each  share  held  of  record  on  all  matters to be voted on by the
stockholders.  All  voting  is  on  a  non-cumulative basis. The stockholders of
common stock do not have any preemptive rights, conversion rights, or applicable
redemption  or  sinking fund provisions. The amendment to authorize the issuance
of  additional  shares of common stock will not have any effect on the par value
of  the common stock. Nevertheless, the issuance of such additionally authorized
shares  of  common  stock  would  affect  the  voting  rights  of  our  current
stockholders  because  there  would  be an increase in the number of outstanding
shares  entitled  to  vote  on  corporate  matters,  including  the  election of
directors, if and when any such shares of common stock are issued in the future.

     If  we issue additional shares of common stock, it would have the effect of
diluting  our  earnings  per  share  and  book  value per share of common stock.
Additionally,  it  would  have  the  effect  of diluting the stock ownership and
voting  rights  of  our  stockholders.

     An  increase in the number of authorized shares of common stock will enable
us  to  take  advantage  of various potential business opportunities through the
issuance  of  our  securities,  including,  without limitation, providing equity
incentives  to  employees, officers or directors, establishing certain strategic
relationships  with  other  companies,  selling  equity for capital necessary to
build  our business and expanding our business through acquisitions.  We have no
present  agreements  to  acquire  any  businesses.

     The  increase in authorized shares is reflected in our proposed Amended and
Restated  Articles  of  Incorporation  included with this proxy as Attachment A.

DISSENTERS'  RIGHTS

     Stockholders  are  not  entitled  to  dissenters'  rights.

POTENTIAL  ANTI-TAKEOVER  EFFECTS  OF  THE  AMENDMENT

     The  increase  in  the  number of authorized shares of common stock and the
subsequent issuance of all or a portion of those shares could have the effect of
delaying  or  preventing  a  change  of  control  without  further action by the
stockholders.  Subject  to  applicable  law  and stock exchange requirements, we
could  issue  shares  of  authorized  and  unissued  common stock in one or more
transactions  that  would  make a change of control more difficult and therefore
less  likely.  Any  issuance  of  additional  shares  could  have  the effect of
diluting  the  earnings  per  share  and book value per share of the outstanding
shares  of  common  stock  or  the stock ownership and voting rights of a person
seeking  to  obtain  control  of  us.

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS AN INCREASE IN THE NUMBER OF AUTHORIZED SHARES
OF  COMMON  STOCK,  AND  PROXIES  SOLICITED  BY THE BOARD WILL BE VOTED IN FAVOR
THEREOF  UNLESS  A  STOCKHOLDER  HAS  INDICATED  OTHERWISE  IN  THE  PROXY.


    NIGHTHAWK SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth  certain  information  concerning  the
beneficial  ownership  of  our  outstanding  classes of stock as of November 18,
2004,  by  each  person known by us to (i) own beneficially more than 5% of each
class,  (ii)  by  each  of our Directors and Executive Officers and (iii) by all
Directors  and Executive Officers as a group.  Unless otherwise indicated below,
to our knowledge, all persons listed below have sole voting and investment power
with respect to their shares of common stock except to the extent that authority
is  shared  by  spouses  under  applicable  law.

The number of shares of common stock issued and outstanding on November 18, 2004
was  30,622,518  shares. The calculation of percentage ownership for each listed
beneficial  owner  is based upon the number of shares of common stock issued and
outstanding on November 18, 2004, plus shares of common stock subject to options
held  by  each  person  on  November  18,  2004  and  exercisable within 60 days
thereafter.  The  address  for officers and directors is: c/o Nighthawk Systems,
Inc.,  10715  Gulfdale,  Suite  200,  San  Antonio,  TX  78216.






                                                              
                                                AMOUNT AND NATURE
                                                OF BENEFICIAL
                                                OWNERSHIP OF        PERCENT OF
                                                                    -----------
          NAME . . . . . . . . . . . . . . . .  COMMON STOCK        CLASS
-------------------------------------------------------------------------------

Steven Jacobson                                   3,775,654 (a)(b)        12.3%
6600  E.  Hampden  Ave., 3rd Fl.
Denver, CO 80224

Herbert Jacobson. . . . . . . . . . . . . . .     2,721,800 (c)            8.9%
1011 S. Valentia St., #87
Denver, CO 80247

Tomas Revesz. . . . . . . . . . .                 3,996,894 (d)           11.7%
P.O. Box 2498
McAllen, Texas 78502-2498

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

Max Polinsky
                                                    525,000 (e)            1.7%

Patrick Gorman
                                                    175,000 (f)            1.0%

Myron Anduri . . . . . . . . . . . . . . . . .    3,608,486 (g)           11.6%

H. Douglas Saathoff. . . . . . . . . . . . . .      564,996 (h)            1.8%

Eric Berg. . . . . . . . . . . . . . . . . . .       66,667 (i)              * 

All officers and directors as a group. . . .      6,017,049               19.4%


Notes:
*     Less  than  1%.

(a)     Includes  150,000  shares  under options, which vest within 60 days, and
2,525,654 shares held under in an irrevocable voting agreement with Myron Anduri
which  was  executed on September 8, 2003 and which will survive for a period of
five  years from that date. Pursuant to the Voting Agreement, Mr. Anduri has the
right to vote the proxy of said shares on all matters submitted to a vote of the
shareholders  with the single exception of votes on any proposal to change fifty
one  percent  or  more  of  our  ownership.  Steven Jacobson was Chief Executive
Officer  and  a  director  until  March 2003, at which time he became a salaried
employee.  He  is  no  longer  employed  by  Nighthawk.
(b)     Includes  550,000  shares  held  in trust for Aaron Guth that expires on
June  11,  2006  and  550,000 shares held in trust for Adam Guth that expires on
March  31,  2009.   Steven Jacobson acts as trustee for both, and has all rights
afforded  any  shareholder,  including  voting  rights, until the trusts expire.
(c)     Includes  1,500,500  shares  held  in  the  name of Mr. Jacobson's wife,
Sharon  Jacobson.
(d)     Includes  an estimated 2,857,143 shares from a warrant to exercise up to
$200,000  in  stock  at  a  price  equal  to 50% of the average closing price of
Nighthawk  stock  for the ten day period preceding the exercise of the warrants,
exercisable  at  any  time  up  to  March  31, 2005, and 750,000 shares that are
convertible  under a promissory note.  These shares are convertible at any time.
(e)     Includes  200,000  shares  that are owned by Venbanc, Inc., of which Mr.
Polinsky  is  a  partner,  and 75,000 shares under option that vest November 13,
2004.
(f)     Includes 75,000 shares underlying options that vested November 13, 2004.
(g)     Includes  1,082,832 shares (including 431,416 shares underlying warrants
and  options)  owned  directly  by Mr. Anduri and 2,525,654 shares held under an
irrevocable  voting  agreement with Steve Jacobson which was executed on October
23,  2003  and  which  will  survive  for a period of five years from that date.
Pursuant  to  this agreement, Mr. Anduri has the right to vote the proxy of said
shares  on  all  matters submitted to a vote of the shareholders with the single
exception  of  votes  on any proposal to change fifty one percent or more of our
ownership.  Mr.  Anduri receives no economic benefits from the shares subject to
this  Voting  Agreement.
(h)     Includes  166,667 shares underlying options exercisable as of January 1,
2004.
(i)     All  are shares underlying options which vest in thirds on each of three
successive  anniversaries  following  the  grant  of  these  options.


                                  ATTACHMENT A

                                    PROPOSED
                            CERTIFICATE OF AMENDMENT
                                       TO
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                             NIGHTHAWK SYSTEMS, INC.

     Pursuant  to  the applicable provisions of the Nevada Business Corporations
Act,  Nighthawk  Systems,  Inc.  (the  "Corporation")  adopts  the  following
Certificate  of  Amendment to its Amended and Restated Articles of Incorporation
by  stating  the  following:

     FIRST:  The  present  name  of  the  Corporation is Nighthawk Systems, Inc.

     SECOND:  The  following  amendments to its Amended and Restated Articles of
Incorporation were adopted by a majority vote of shareholders of the corporation
on  January  6,  2004  in  the  manner  prescribed  by  Nevada  law.

1.     Article  IV  is  amended  to  read  as  follows:

Capitalization.  (a)  Common  Stock.  The  Corporation  shall  have authority to
issue 200,000,000 shares of common stock having a par value of one mil ($0.001).
All  common  stock  of the Corporation shall be of the same class and shall have
the  same  rights  and preferences.  Fully paid common stock of this corporation
shall  not  be  liable  for  further  call or assessment.  The authorized common
shares shall be issued at the discretion of the Directors.  (b) Preferred Stock.
The  Corporation shall have the authority to issue 5,000,000 shares of preferred
stock  each  having  a  par  value  of $0.001, with such rights, preferences and
designations  as  to  be  issued  in  such  series as determined by the Board of
Directors  of  the  Corporation.

The  number of shares of the Corporation outstanding at the time of the adoption
of  the  foregoing  was  30,622,518  and  the  number of shares entitled to vote
thereon  was  the  same.  The  number  of  shares  consenting  to the action was
17,833,098.  The shareholders consenting to the action represented a majority of
the  issued  and  outstanding  shares.


    Effective  this  6th  day  of  January  2004.

                                   /s/  H.  Douglas  Saathoff
                                   ---------------------------------
                                        H. Douglas Saathoff
                                        Chief Executive Officer