SecProbe.io

Mail Stop 3720

April 14, 2016

Ram Krishnan
Chief Executive Officer
NTN Buzztime, Inc.
2231 Rutherford Road, Suite 200
Carlsbad, California

Re: NTN Buzztime, Inc.
 Preliminary Proxy on Schedule 14A
Filed April 7, 2016
File No. 001 -11460

Dear Mr. Krishnan :

We have reviewed your filing and have the following comment .  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by amending your filing or by
advising us as soon as possible when you will respond.  If you  do not believe our comment
applies to your facts and circumstances , please tell us why in your response.

After reviewing your response and any amendment  you may file in response to this
comment , we may have additional comments.

Proposal 3
Amendment of Our Restated Certificate of Incorporation to Effect a Reverse Stock Split
Immediately Followed by a Forwar d Stock Split of Our Outstanding Common Stock, page 8

1. We note the company intends to engage in a reverse split  of the outstanding common
stock at an exchange ratio of 1 -for-100 and, then, immediately following the reverse split,
forward split the common s tock at a ratio between 2 -for-1 and 4 -for-1.  Please expand
your disclosure under this proposal to discuss why the board is taking this approach
rather than requesting a range for the reverse split bring the outstanding shares to the
desired amounts.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Ram Krishnan
NTN Buzztime, Inc.
April 14, 2016
Page 2

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the compa ny
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Emily C. Drazan, Staff Attorney  at (202) 551 -3208, C eleste M. Murphy,
Legal Branch Chief at (202) 551 -3257 or me at (202) 551 -3810 with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
 AD Office 11 – Telecommunications