SecProbe.io

July 6, 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 your May 11,2005 response letter and have the following comments.
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.  We also ask you to provide us with supplemental
information so we may better understand your disclosu re.  Please be as deta iled as necessary in
your explanation.  We look forward to working with you in these resp ects and welcome any
questions you may have about any aspects of our review.

* * * * * * * * * * *
Management’s Discussion and Analysis, page 20

1. We note your response to our previous comment 2.  In view of the relative significance of the
land under development to your balance sheet,  please expand your disclosures to provide
information comparable to that furnished s upplementally to the staff in your response.

Financial Statements

Consolidated Statements of Operations, page F-4

2. We note your response to our previous comment 4.  Please confirm to us that your revised
presentation will be similar to that included in your Form 10-Q for the first quarter of fiscal
2005.

Note 5. Stockholders’ Equity, page F-17

Deborah A. Vitale
Diam ondhea d Casino Corporation
July 6, 2005
Page 2

3. Please confirm to us that you will revise the disclosures referenced in our previous comment
5 to indicate your valuation technique of th e 50,000 shares of common stock issued to an
officer.
* * * * * * * * * * *

As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendment to expedite  our review.  Please furn ish a cover letter with
your amendment that keys your responses to  our comments and pr ovides any requested
supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand
that we may have additional comments after reviewing your amendment and responses to our
comments.

  We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

 In connection with responding to our comme nts, 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 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 federa l securities laws of  the United States.

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

 You may contact Amy Geddes at 202- 551-3304 or Margery Reich at 202-551-
3347 if you have questions regarding comments on the financial stat ements and related matters.
Please contact me at 202-551-3211 with any other questions.

        S i n c e r e l y ,

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