SecProbe.io

April 20, 2005

Via US Mail and Facsimile

Deborah A. Vitale
President
Diamondhead Casino Corporation
150-153rd Avenue, Suite 201
Madeira Beach, Florida 33708

Re: Diamondhead Casino Corporation
 Form 10-KSB for the year ended December 31, 2004
 Commission File Number:  000-17529

Dear Ms. Vitale:

We have reviewed the above referenced filing and have the following comments.  We have
limited our review to the financial statements and related disclosures included within these
documents.  Understand that the purpose of our  review process is to assist you in your
compliance with the applicable disclosure requirem ents and to enhance the overall disclosure in
your filings.

Where expanded or revised disc losure is requested, you may co mply with these comments in
future filings.  If you disagree, we will consid er your explanation as to why our comments are
inapplicable or a revision is unnecessary.  In so me of our comments, we may ask you to provide
us with supplemental information so we may better understand your disclosure.  Please be as
detailed as necessary in your explanation.

We look forward to working with you in these respects and welcome any questions you may
have about any aspects of our review.

* * * * * * * * * * * * * * * * * * * * * * *

Item 6. Management’s Discussion and Analysis, page 20
1. It is unclear from your curre nt disclosure how you acquire d the 404.5 acre property and how
such property became unencumbered.  Supplementally explain to us the facts and
circumstances surrounding your acquisition of the option to purchase the acreage, and how
you acquired the funds to pay the First Union National Bank of Fl orida loan in full.In this
regard, we note that you have no current busine ss operations.  Your single significant asset as
of December 31, 2004 consists of  land under development and your    current business plan
appears to rely solely upon the development of  a casino resort on that  land.   Accordingly,

Diam ondhea d Casino Corporation
April 20, 2005
Page 2

please expand your MD&A discussion to include an Overview section in which you briefly discuss the history of the comp any and of the property.  For example, when and how did you
become engaged in your current activities?  How and why did you acquire this property and
how was that acquisition financed?  As there is no assurance that regulatory approvals can be
obtained or that financing for development w ill be available, what are your alternative
business plans?  Please revise  your discussion accordingly.

2. Finally, we see that the property is currently  carried at approximately $5.5 million.  In the
event that regulatory approval cannot be obtained, what is the fair value of the property?  We
note that the appraisals you refer to on page 2 of your filing are not current and they have been prepared assuming that the site has been  fully permitted and zoned as a casino site.
What support, if any, exists regarding the re coverability of the property on a standalone
basis?  Please advise supplementally and address in your disclosures.

3. As a related matter, supplementally explain to us the limitations attached to the underlying parcels totaling 80 acres necessitating the pur chase option, and why the option was not
exercised until 2002.  We may have further comment on your response.

Financial Statements

Consolidated Statements of Operations, page F-4

4. Supplementally explain to us why you have in cluded dock lease income, interest earned on
invested cash, and other income within revenue s from operations and not in other income.
Similarly, please explain to us why you have in cluded interest expense in costs and expenses
of operations and not in other expenses.  We  may have further comment on your response.

Consolidated Statements of Changes in Stockholders’ Equity, page F-5

5. It appears from your disclosure in Note 5 on pages F-17 and F-20 that the Issuance of
common stock for services noted in your C onsolidated Statements of Changes in
Stockholders’ Equity for fiscal year 2003 re lates to the 50,000 shares of common stock
issued as compensation to an Officer (M r. Gregory Harrison) of the company.
Supplementally explain to us how  you valued this stock.  We may have further comment on
your response.

Note 3 – Summary of Significant Accounting Policies

Net Loss per Common Share, page F-12
6. Please revise your disclosure to include the numbe r of antidilutive shares that may be dilutive
in the future.  Refer to paragraph 40c of SFAS 128.

Diam ondhea d Casino Corporation
April 20, 2005
Page 3

Note 5 – Stockholders’ Equity

Non-Plan Stock Options, page F-17
7. We note from your disclosure that, in March 2003, you redeemed 860,000 options issued to
former Directors and a former key employee for $43,000.    Supplementally explain to us
how you have accounted for this redemption, a nd how the terms of the original option
allowed for such a redemption.  Include in your response how the cash paid at redemption
impacted your method for accounting for these aw ards.  Refer to the guidance in paragraph
11g of APB 25 and paragraph 39 of FIN 44.

Note 6 – Gain on Sale of Assets, page F-20

8. It appears from your disclosure on page F-20 that the transacti on involving the Florida office
condominiums constitutes a sale/leaseback transaction.  Please supplementally explain why the $77,732 gain on the sale of th e Florida office condominiums has not been amortized over
the period of the lease term (two years) or re vise your financial stat ements to reflect the
treatment prescribed in paragraph 34 of SFAS 13.

Note 9 – Commitments and Contigencies

Sea Lane Bahamas Limited v. Europa Cruises Corporation, page F-24

9. We note from your disclosure here and el sewhere in your filing that the $400,000 accrual
associated with the Sea Lane Bahamas Limite d and Marne Inc. lawsuit, dismissed in 1999,
was not reversed until fiscal 2003.  Supplementally explain to us why this accrual was not
reversed on dismissal of th e case in 1999.  Refer to para graph 8 of SFAS 5 for guidance
when crafting your response.

* * * * * * * * * * * * * * * * * * * * * * *

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 a ll 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 th e accuracy and adequacy of the disclosures they
have made.

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 disclo sure in the filings;

Diam ondhea d Casino Corporation
April 20, 2005
Page 4

‚ staff comments or changes to disclosure in  response to staff comments in the filings
reviewed by the staff do not foreclose th e 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 federa l securities laws of  the United States.

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

Please file your response to our comments via E DGAR within ten business days from the date of
this letter.  Please understand th at we may have additional comments after reviewing your
response.  You may contact Amy Geddes at 202-942-2885 or Margery Re ich at 202-942-1839 if
you have questions or me at 202- 942-1850 with any concerns as I supervised the review of your
filing.

        S i n c e r e l y ,

        David R. Humphrey
        B r a n c h  C h i e f