SecProbe.io

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June 20, 2005

By facsimile to (858) 550-6420 and U.S. Mail

Mr. Russel H. McMeekin
President and Chief Executive Officer
Mikohn Gaming Corporation, d/b/a Progressive Gaming International
Corporation
920 Pilot Road
Las Vegas, NV 89119

RE:	Mikohn Gaming Corporation, d/b/a Progressive Gaming
International Corporation
	Pre-effective Amendment 1 to Registration Statement on Form
S-4
	Filed June 3, 2005
	File No. 333-124311

Dear Mr. McMeekin:

      We reviewed the filing and have the comments below.

Summary of the Proxy Statement/Prospectus, page 4

1. Refer to prior comments 9-13.  If true, indicate in the tabular
presentation on page 6 that the maximum transaction shares of
1,865,080 are divided into VirtGame`s fully diluted common shares
of
61,673,490 to obtain the common stock exchange ratio.

2. Refer to prior comments 9-13.  The common stock exchange ratio
of
.03024 in the tabular presentation on page 6 differs from that of
0.0392 in the column under "Illustration above" on page 7.  Please
reconcile.

3. Refer to prior comment 20.  Quantify the number of unvested
options subject to acceleration that the VirtGame board members
have.
We note also that recent trading prices for Progressive common
stock
have been above $13.00.  Revise the disclosure to reflect that
fact.

Material United States Federal Income Tax Consequences, page 13

4. Disclose counsels` opinions, and identify the counsels.  Delete
the language that "it is expected that the two mergers...will
qualify
as a reorganization."

Other Business; Adjournments, page 32

5. You suggest that proxy holders will be able to use
discretionary
authority to vote for the meeting`s adjournment or postponement.
We
consider the vote to adjourn a meeting to solicit additional votes
to
be a substantive matter over which proxy holders may not exercise
discretionary authority.  Revise to clarify that proxy holders
will
not use proxies for that purpose.  Alternatively, include a
separate
box on the form of proxy to allow VirtGame`s stockholders to vote
for
or against an adjournment under those circumstances.

Background of the Transaction, page 34

6. In the third paragraph on page 34, disclose why you chose
Progressive as a potential business combination candidate.

7. We note the disclosure on page 35 that Merriman provided
analyses
about the value of VirtGame`s assets in connection with reviewing
candidates for business combinations.  If Merriman provided a
report,
opinion, or appraisal relating to the merger, Item 14(b)(6) of
Schedule 14A requires that you provide the information under Item
1015(b) of Regulation M-A.  Please revise or advise.

Opinion of VirtGame`s Financial Advisor, page 40

8. Provide more detail about each analysis that Trenwith
performed.
For example,

* Explain what the income approach to value is and what numbers
Trenwith used to come up with the range of values.

* Disclose the numbers that Trenwith used to come up with the
range
of values for the recent industry transaction analysis.

* Disclose the numbers that Trenwith used to come up with the
range
of values for the guideline company analysis.

* Disclose the numbers that Trenwith used to come up with the net
operating loss carry forwards.

Income Approach/Discounted Cash Flow, page 41

9. Refer to prior comment 41.  Specify the discount rate used by
Trentwith in its discounted cash flow analysis.  Further, explain
why
Trenwith selected the specific discount rate.

Transaction Method, page 41

10. Refer to prior comment 41.  Specify the total invested capital
to
revenue multiples observed by Trenwith in its transaction method
analysis.  Clarify to what extent Trenwith considered all 93
identified transactions relevant to VirtGame`s acquisition by
Progressive.

Material United States Federal Income Tax Consequences, page 42

11. Refer to prior comments 42 and 53.  Since VirtGame`s counsel
and
Progressive`s counsel have elected to file short form tax
opinions,
the opinions must state clearly that the discussion in this
subsection constitutes counsels` opinions.  The opinions should
not
merely state that the discussion in the proxy statement/prospectus
"summarizes" or "correctly describes" the material United States
federal income tax consequences.  Thus, revise the first sentence
on
page 2 of exhibit 8.1 and under (ii) in the last paragraph on page
1
of exhibit 8.2.

12. Delete the language "only a general summary" from the
uppercase
paragraph on page 45 that could be read to imply that VirtGame`s
stockholders cannot rely on the disclosure.

Other Approvals, page 46

13. We note the disclosure that "it is possible that Progressive
and
VirtGame may not be able to obtain any required approvals or
actions."  Clarify whether it is the intention of Progressive and
VirtGame not to complete the transaction in those circumstances.
We
note the disclosure on pages 9-11 and 58-60 that specified closing
conditions can, to the extent legally permissible, be waived by
written mutual consent, in writing by Progressive, or in writing
by
VirtGame.

Comparison of Stockholder Rights and Corporate Governance Matters,
page 63

14. Remove the statement that the information is this summary is
"qualified in its entirety" by reference to information outside
the
prospectus.  See Rule 411(a) of Regulation C under the Securities
Act.

Unaudited Pro Forma Condensed Consolidated Statement of
Operations,
page 84

15. We read your response to prior comment 46.  For the employee
costs, tell us whether the purchase agreement provides for the
termination of the VirtGame employees who have been included in
the
adjustment to eliminate employee salaries, benefits, and stock
compensation and whether the purchase agreement stipulates that
the
effective date of their terminations is before or on the date the
acquisition is completed.  If the purchase agreement does not
state
these provisions, we do not believe that these adjustments would
be
factually supportable.  Thus, they would be an inappropriate pro
forma adjustment.

16. We read your response to prior comment 46.  For the
contractually-based rent, utilities, professional fees, and other
operating costs, we believe that the timing and effect of the
related
contract terminations are too uncertain to meet the criteria for
pro
forma adjustments as stated in Article 11 of Regulation S-X and
are
more akin to a forecast.  Thus, revise adjustment (a) to remove
the
effects of eliminating rent, utilities, professional fees, and
other
operating costs in connection with the transaction.  If these
contractually-based costs are likely to have a material effect on
future financial statements of the combined entity, disclose this
forecasted information in the notes to unaudited pro forma
condensed
consolidated financial statements.

17. We read your response to prior comment 48 and reviewed the
revision to your unaudited pro forma condensed consolidated
statement
of operations for the year ended December 31, 2004.  It appears
that
Progressive`s historical basic weighted average shares should be
21,884, as opposed to 21,844, as indicated in your annual report
on
Form 10-K for fiscal year ended December 31, 2004.  Revise
appropriately the Progressive historical and "as adjusted"
columns.

Notes to Unaudited Pro Forma Condensed Consolidated Financial
Statements, page 85

18. We your response to prior comment 50 and have reviewed the
revision to note 1(g) to the unaudited pro forma condensed
consolidated balance sheet.  Based on the note, the date of the
announcement of the acquisition of VirtGame was February 18, 2005.
However, the current report on Form 8-K that was filed on February
23, 2005 indicates that the date of the announcement was February
22,
2005.  Since the date of the announcement drives the average share
price that determines the fair value of the acquisition, reconcile
these dates and revise your notes as appropriate.

Where You Can Find More Information, page 102

19. The Commission has relocated its headquarters facility to
Station
Place, 100 F Street, N.E., Washington, DC 20549.  The Commission`s
public reference room is located in Room 5080 at that address.
Revise this section`s first and second paragraphs.

Exhibit 5.1

20. Under 2, revise to opine that the balance share rights are a
legal, binding obligation of Progressive.

Exhibits 8.1 and 8.2

21. Delete the word "generally" under (ii) in the first full
paragraph on page 2 of exhibit 8.1 and under (ii) in the last
paragraph on page 1 of exhibit 8.2.  Alternatively, describe the
basis for any uncertainty of the United States federal income tax
consequences for VirtGame`s stockholders.

Exhibit 99.2

22. Refer to prior comment 54.  While we do not object if any
person
whose profession gives authority to a statement made by him who is
named as having prepared or certified any part of the registration
statement does not admit expressly in the consent that he is an
expert within the meaning of section 7 of the Securities Act, it
is
inappropriate for the person to deny or disclaim that he is an
expert
within section 7.  Please revise.

Closing

	File an amendment to the S-4 in response to the comments.  To
expedite our review, Progressive may wish to provide us three
marked
courtesy copies of the amendment.  Include with the filing any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments.  If
Progressive thinks that compliance with any of the comments is
inappropriate, provide the basis in the letter.  We may have
additional comments after review of the amendment, the responses
to
the comments, and any supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision.  Since Progressive and its management are in
possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.

      If Progressive requests acceleration of the registration
statement`s effectiveness, Progressive should furnish a letter at
the
time of the request, acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Progressive from its full responsibility for the adequacy
and
accuracy of the registration statement`s disclosures.

* Progressive may not assert the action of the Commission or the
staff acting by delegated authority in declaring the registration
statement effective as a defense in any proceedings initiated by
the
Commission or any person under the United States` federal
securities
laws.

	The Commission`s Division of Enforcement has access to all
information that Progressive provides us in our review of the
registration statement or in response to our comments on the
registration statement.

	We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.

	You may direct questions on accounting comments to Dale
Welcome,
Staff Accountant, at (202) 551-3865 or W. John Cash, Accounting
Branch Chief, at (202) 551-3768.  You may

direct questions on other comments and disclosure issues to Edward
M.
Kelly, Senior Counsel, at (202) 551-3728 or me at (202) 551-3767.

Very truly yours,

Jennifer R. Hardy

Legal
Branch Chief

cc:	Steven M. Przesmicki, Esq.
	Charles S. Kim, Esq.
	Cooley Godward LLP
	4401 Eastgate Mall
	San Diego, CA 92121

	Daniel Donahue, Esq.
	Preston Gates & Ellis LLP
	1900 Main Street, Suite 600
	Irvine, CA 92614

Mr. Russel H. McMeekin
June 20, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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