SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>ltyoubet.txt
<DESCRIPTION>SEC 9/16/04 COMMENT LETTER RE: ITEM 4.01 FORM 8-K
<TEXT>

					       September 16, 2004

Stop 0305

BY FACSIMILE  [ (818) 668 - 2101 ]  and  U.S. MAIL

Mr. Charles Champion
  President and Chief Financial Officer
YOUBET.COM, INC.
5901 De Soto Avenue
Woodland Hills, California  91367

	re:	Youbet.com, Inc.
		Form 8-K (Item 4.01), filed August 24, 2004
		Form 8-K (Item 4.01), As Amended, filed September 1, 2004
		File No. 0-26015

Dear Mr. Champion:

	We have reviewed the above referenced filings for compliance with
the requirements with respect to the Item 4.01 disclosures of the Form
8-K and have the following comments which request supplemental
information and require an amendment to the Item 4.01 Form 8-K.

	Please provide the supplemental information within five (5)
business days from the date of the date of this letter.  Pursuant to
Rule 101(a)(3) of Regulation S-T, your response should be submitted in
electronic form, under the label "corresp".  We may have additional
comments upon review of your response.  The amendment to the Item 4.01
Form 8-K should be filed immediately.

	Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

September 16, 2004

Mr. Charles Champion
Youbet.com, Inc.
Page 2

Item 4.01 of Form 8-K

Disagreement with Auditor

1. We note the disclosure in the Item 4.01 Form 8-K/A and by BDO
Seidman, LLP in the Exhibit 16 letter to the Item 4.01 Form 8-K that
there was a disagreement pertaining to the propriety of capitalizing
consulting expenses incurred during the second quarter of 2004.  We
also note the disagreement had been ultimately resolved by recording
an adjustment.  Supplementally provide us with a detailed description
of the nature of the transaction, how you initially recorded the
transaction, BDO Seidman, LLP`s proposed accounting, the actual
amounts involved, and the reasons why you believe that the accounting
for this transaction now complies with GAAP and does not affect any
previous or subsequent accounting period.  Please provide specific
reference as to the accounting literature applied.

2. Provide us with copies of all written reports, letters or
communications from BDO Seidman, LLP to you concerning this
disagreement as to the appropriate accounting treatment.  Also, we
note the Exhibit 16 letter to the Item 4.01 Form 8-K indicates BDO
Seidman, LLP communicated the disagreement as part of its presentation
to your Audit Committee on July 29, 2004.  Please provide us with a
copy of this written communication, if any.

3. Also, it appears that the Exhibit 16 letter relates to the original
Item 4.01 Form 8-K filed on August 24, 2004.  Please file a new
Exhibit 16 letter for the Item 4.01 Form 8-K/A filed on September 1,
2004, which includes disclosure of the disagreement.

Other

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require.
Since the company and its management are 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.

September 16, 2004

Mr. Charles Champion
Youbet.com, Inc.
Page 3

	In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

	In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the Division
of Corporation Finance in our review of your filing or in response to
our comments on your filing.

Closing

	Any questions concerning the above comments may be directed to
the undersigned at (202) 942-1912, or in her absence to Mr. Robert
Benton at (202) 942-1811.

			                                    Sincerely,

						Beverly A. Singleton
						Staff Accountant

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