SecProbe.io

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Mr. Larry Spirgel
Assistant Director
Mail Stop 0407
U.S. Securities and Exchange Commission 450 Fifth Street, N.W.
Washington, D.C.  20549

Re:      NTN Communications, Inc.
         Form 10-K for the fiscal year ended December 31, 2004
         File No. 1-11460

Dear Mr. Spirgel:

On behalf of NTN Communications, Inc. (the "Company"), this letter is being sent
in response to the Staff's letter of comment dated May 24, 2005, with respect to
the  above-referenced  Form 10-K. Set forth below are the Company's responses to
the Staff's  comments.  As  requested,  the comments will be addressed in future
filings as applicable.  For the  convenience  of the Staff,  each of the Staff's
comments is set out immediately preceding the corresponding response.

Revenue Recognition, page F-12

Comment 1. We note your disclosure that arrangements for the transmission of the
NTN iTV Network contain two deliverables;  the installation of the equipment and
the  transmission of the network content.  However,  we also note on page 4 that
the  interactive  content is stored on a site server equipped for satellite data
reception at a subscriber's location.  Additionally, the system requires the use
of wireless  playmakers  which are provided by you.  Tell us how you account for
these additional deliverables including any related consideration received. Tell
us if the arrangement also contains a lease and your consideration of EITF 01-8.

Response to comment 1.

The  interactive  content that is stored on a site server equipped for satellite
data reception at a subscriber's location is not an additional  deliverable from
an  accounting  perspective.  We  transmit  our ongoing  network  content to our
customers  either via satellite  transmission  or DSL. That content is generally
sent on a "store  forward"  basis.  The  content  typically  resides on the hard
drives  of  the  site  servers  for  up  to a  week  before  it is  "pulled  up"
simultaneously  at our customer sites across the country and is actually used in
a game.

The  description  of  our  service  in  our  Service  Agreement  is as  follows:
"DESCRIPTION OF SERVICE:  NTN is providing CUSTOMER the right during the Term to
use at the Site ... the NTN iTV Network promotional and marketing  entertainment

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service..." The standard system covered by our Service  Agreement allows for the
use of our game content for a one-year period subject to renewals. The equipment
that we provide in our initial  installation is merely to facilitate the viewing
of and interaction with our game content.

Our  arrangements  for  the  transmission  of the NTN iTV  Network  contain  two
deliverables from an accounting  perspective;  the installation of our equipment
for which we receive an upfront fee, and the transmission of our network content
for which we receive monthly broadcast fees, which are separately  identified in
the Service Agreement. The term "deliverables" here is solely within the context
of EITF 00-21 as it relates to  determining  elements  for revenue  recognition,
however in and of itself the broadcast equipment or related  installation is not
the  deliverable  from the  customer  standpoint.  The  monthly  broadcast  fees
therefore  are  primarily  for the game  content,  which  could not be  accessed
without the use of the site server and  Playmakers(R).  The  broadcast  fees are
recognized as revenue on a monthly basis. As the  installation  deliverable does
not have stand alone  value to the  customer,  it does not  represent a separate
unit of accounting and therefore all installation fees received are deferred and
recognized as revenue on a straight-line  basis of 36 months, the estimated life
of the customer relationship based on our historical experience.

Our Service  Agreement with our customers does not include a lease.  Our content
is an intangible  asset and according to paragraph 9 of EITF 01-8,  "intangibles
(for example,  motion picture film licensing rights or workforce) ... may not be
the subject of a lease."  Since the game  content is the primary  element of our
service and it is an intangible  asset, our Service Agreement is not a lease per
EITF 01-8.

Income Taxes, page F-20

Comment 2. We note your statement that  approximately  $508,000 of the valuation
allowance,  if  realized,  will be  recognized  as a credit to paid-in  capital.
Please  provide  us with  more  details  and cite your  basis in the  accounting
literature for your anticipated treatment of the valuation allowance.

Response to comment 2.

The $508,000 of  valuation  allowance  referred to in our footnote  represents a
portion of our net operating loss  carry-forward  that relates to tax deductions
taken for disqualifying  dispositions of employee  incentive stock options.  The
amounts were reported as income to our employees and taken as tax  deductions on
our federal tax return. The amounts were not expensed for book purposes. If that
portion of the tax asset is eventually  realized,  the amount will be recognized
as a credit to paid in capital in accordance  with  paragraphs 26 and 36e of FAS
109, as it represents the excess of the tax deduction  over the amount  reported
for book purposes,

Media General Investment, pages F-24 - F-25

Comment 3. We note your  statement  that no allocation of fair value was made to
the Buzztime  warrants due to the lack of marketability of Buzztime common stock
and limited convertibility into NTN common stock. Please:

   o Clarify the nature of Media General's conversion rights on the second and
     fourth anniversaries of the transaction date as well as its co-sale rights.

   o Tell us how your  drag-along  rights  impact Media  General's  conversion
     rights.

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   o Tell  us how you  considered  whether  your  warrants  have a  beneficial
     conversion feature as addressed by Issue 13 of EITF 00-27.

Response to comment 3.

   o Media  General  ("MEG")  has the right to convert  each share of Buzztime
     common  stock into two shares of NTN common stock  (subject to  adjustment)
     based  upon  the  following  terms  as set  forth  in the  Investor  Rights
     Agreement.  Upon the occurrence of any of (a) the second anniversary of the
     date of this  Agreement,  (b) the  fourth  anniversary  of the date of this
     Agreement, (c) a sale of Buzztime, (d) bankruptcy, liquidation, dissolution
     or  other  insolvency   proceeding  of  Buzztime,   whether   voluntary  or
     involuntary or (e) if NTN elects to exercise its drag-along  rights and the
     consideration  to be  received  is not  cash  and/or  securities  tradeable
     without  restriction  on a  national  securities  exchange  or  the  Nasdaq
     national  market or smallcap  market (each, a "Trigger  Event"),  MEG shall
     have the option ("NTN Optional Exchange"), upon notice to Buzztime and NTN,
     to exchange  each share of common  stock  issued  under the warrants or the
     Licensing  Agreement held by MEG (the "Buzztime  Exchange Shares") into two
     fully paid and nonassessable  shares of NTN common stock (the "NTN Exchange
     Shares") (as adjusted to reflect any forward or reverse stock splits, stock
     combinations,  stock dividends,  mergers or reclassifications affecting the
     common stock or the NTN common stock). The Investor shall have the right to
     exercise the NTN Optional Exchange only twice.

     We also note that the first  Trigger  Event of May 7, 2005 (two years after
     the MEG investment) has passed and MEG failed to make the Optional Exchange
     at that time.  We will note this and  whether MEG chooses to convert at the
     one later trigger point in our future filings.

     In the event a sale of Buzztime occurs, NTN shall have the right to require
     MEG to  exchange  all of its  Buzztime  Exchange  Shares  for NTN  Exchange
     Shares.  In the event a sale of  Buzztime  occurs  and MEG holds all or any
     portion of the warrants,  NTN shall have the right to require MEG to effect
     one or more of the following alternatives (as determined by MEG in its sole
     discretion):  (i) to exercise all or any portion of its warrants,  at which
     time  NTN  shall  have the  right to  require  MEG to  exchange  all of its
     resulting Buzztime Exchange Shares as provided above; (ii) to surrender and
     forfeit  all or any  portion  of its  warrants  in lieu of  exercising  the
     warrants and exchanging the resulting Buzztime Exchange Shares; or (iii) to
     accept the consideration  offered for all or any portion of the warrants by
     the purchaser in such a sale of Buzztime, if any.

     Should MEG choose to exercise  its  Buzztime  warrant and then  convert its
     Buzztime common stock into NTN common stock,  they would initially  receive
     their  500,000  shares of Buzztime  common stock at a strike price of $3.46
     per share and then convert that 500,000 shares of Buzztime  common stock at
     a conversion  ratio of $1.73 per NTN common share into 1,000,000  shares of
     NTN common stock.

     To clarify the nature of MEG's  co-sale  rights,  if NTN proposes to effect
     any  transaction  that would  result in the transfer of all or a portion of

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     NTN's  securities  to any  "person"  upon  specific  terms  and  conditions
     (including a specified  purchase price payable in cash or other  property),
     then, as a condition to such  transfer,  NTN shall  promptly  notify MEG in
     writing of the terms and conditions of such purchase offer.

     MEG then has the right to  participate  in the sale of NTN's  securities on
     the same specified terms and conditions of such purchase  offer,  including
     the  price  per  share.   To  the  extent  MEG  exercises   such  right  of
     participation  in accordance with the terms and conditions set forth below,
     the number of shares of the common stock (or  securities  from the Buzztime
     warrant  convertible  into such number of shares of common  stock) that NTN
     may sell pursuant to such purchase offer shall be correspondingly reduced.

   o Our Drag-Along  Rights operate as follows:  In connection  with a sale to
     any  unaffiliated  "person"  by NTN of a majority  or more of the shares of
     Buzztime's common stock on a fully-diluted basis, NTN shall have the right,
     at its  election  and in its  sole  discretion,  to  cause  MEG to sell its
     securities  in such sale to such  person  for the same  price per share and
     upon the same terms and conditions as the sale by NTN to such person.

     In the event a sale occurs and MEG holds all or any portion of the Buzztime
     warrants, MEG may (i) exercise all or any portion of its warrants, at which
     time  MEG's  resulting  common  stock  shall be  subject  to the  terms and
     conditions  set forth in such transfer  notice unless MEG exercises its NTN
     Optional  Exchange;  (ii)  surrender  and forfeit all or any portion of its
     warrants  in  lieu  of  exercising  the  warrants;   or  (iii)  accept  the
     consideration  offered  for  all or any  portion  of  the  warrants  by the
     purchaser in such a sale, if any.

     The drag along rights do not change the strike prices and conversion ratios
     in any way.

   o The  securities,  including  the  shares  of NTN  common  stock,  and the
     Buzztime  warrant were  exchanged  for  $3,000,000 in cash. We ascribed the
     full  $3,000,000 to the NTN common stock issued as we  determined  that the
     value of the Buzztime warrant was nominal.  We determined that the Buzztime
     warrant was nominal based on the lack of  marketability  of Buzztime common
     stock and the very  limited  convertibility  into NTN  common  stock.  This
     determination  was based  upon a third  party  valuation.  However,  we did
     consider  whether  the  warrants  had a  beneficial  conversion  feature as
     addressed by Issue 13 of EITF 00-27.  Given the nominal  difference between
     the $1.73 ultimate effective exercise price of the Buzztime warrant and the
     $1.77 market price of NTN common stock at the time of the  transaction,  we
     determined   that  the   resulting   beneficial   conversion   feature   of
     approximately $40,000 was immaterial.

Comment 4. Tell us your basis for the valuation of the acquired Boxerjam game
license.

Response to comment 4.

In the  transactions  with MEG, we received  $3,000,000 in cash and the Boxergam
game  license  and  issued  the NTN  common  stock  and the  warrants.  The most
determinable value of the consideration  exchanged was the cash we received. The

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second most determinable  value was the shares that we issued to MEG, which were
valued  at the  closing  price  of  the  Company's  stock  on  the  date  of the
transaction.  Since we  determined  that the value of the  Buzztime  warrant was
nominal,  the  remainder  of the  consideration  exchanged  was  assigned to the
Boxerjam  game  license  as  that  was the  least  determinable  element  of the
transaction.

Specifically,  we recorded both transactions with MEG (the $3,000,000 investment
for 2 million  shares and the Boxerjam  license for 666,667  shares) at the fair
value of the consideration exchanged on May 6, 2003. We used the publicly traded
stock price, as of the date of the transactions, of $1.77 per share to determine
the (2,666,667  share times $1.77 =) $4,720,000  fair value of the shares issued
in both transactions.  Since the consideration of the investment transaction was
the $3 million invested by MEG and the value of the associated  Buzztime warrant
was  considered  to be nominal,  the  consideration  allocated  to the  acquired
Boxerjam game license was the  remainder of the $4.72 million after  subtracting
the $3.0 million investment, or $1.72 million.

Breakaway International, page F-29

Comment 5. We note that you included  deferred revenue as a liability assumed in
connection  with the Breakaway  acquisition.  Tell us your basis for recognition
and measurement of the subject liability. Refer to EITF 01-3.

Response to comment 5.

We did  consider  EITF  01-3 in our  accounting  of the  Breakaway  acquisition.
According  to  paragraph  3 of EITF 01-3,  "The Task Force  observed  that under
existing  accounting  principles,   the  acquired  entity  might  have  deferred
recognition  of revenue  for a variety  of  reasons.  The Task  Force  reached a
consensus that the acquiring entity should recognize a liability  related to the
deferred revenue of an acquired entity only if that deferred revenue  represents
a  legal  obligation  assumed  by the  acquiring  entity  (a  legal  performance
obligation)."

Breakaway  had  several  deferred  revenue  accounts on its books at the date of
acquisition.  We  analyzed  each  liability  account  to  determine  whether  it
represented a legal  obligation  assumed by the Company.  The account  "deferred
revenue -  software"  recorded  on  Breakaway's  financial  statements  showed a
balance of $332,784. The deferred revenue Breakaway had recorded in this account
related  to the  entire  arrangement  fee(for  both  software  license  and post
contract  support,  or PCS) for which VSOE was not  achieved and  therefore  the
entire  arrangement fee was deferred and recognized  ratably over the PCS period
in accordance  with SOP 97-2. We concluded that the fair value of the obligation
to provide ongoing customer support  represented  approximately 20% of the total
deferred revenue and the remaining 80% was the license  component itself and had
no future obligation associated with it (i.e. was deferred solely due to lack of
VSOE for the  undelivered  element,  PCS).  Therefore,  we  recorded as deferred
revenue the 20%, or  approximately  $67,000,  attributable  to ongoing  customer
support.

The  remaind