SecProbe.io

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VIA EDGAR AND FACSIMILE
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December 22, 2004

Division of Corporation Finance
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0409
Attention:  Barbara C. Jacobs, Assistant Director

Re: PowerHouse Technologies Group, Inc.; Registration Statement on Form SB-2
    ------------------------------------------------------------------------
    (File No. 333-118242)
    ---------------------

Dear Ms. Jacobs:

      PowerHouse Technologies Group, Inc., a Delaware corporation (the
"Company"), hereby requests, pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), that the effective
time of the above-referenced Registration Statement be accelerated so that the
same will become effective on December 23, 2004, at 9:00 a.m., Eastern Time, or
as soon thereafter as practicable. It would be appreciated if, as soon as the
Registration Statement has been declared effective, you would so inform Gerald
A. Eppner (212-504-6286) of Cadwalader, Wickersham & Taft LLP.

      The Company hereby acknowledges that:

      o     should the Securities and Exchange Commission (the "Commission") or
            its staff, acting pursuant to delegated authority, declare the
            filing effective, it does not foreclose the Commission from taking
            any action with respect to the filing;

      o     the action of the Commission or its staff, acting pursuant to
            delegated authority, in declaring the filing effective, does not
            relieve the Company from its full responsibility for the adequacy
            and accuracy of the disclosure in the filing; and

      o     the Company may not assert this action as a defense in any
            proceeding initiated by the Commission or any person under the
            federal securities laws of the United States.

      The Company hereby confirms that it is aware that the Division of
Enforcement has access to all information the Company provides to the staff of
the Division of Corporation Finance in connection with the review of the
Registration Statement or in response to the staff's comments on the
Registration Statement.

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      The Company hereby further confirms that it is aware of its
responsibilities under the Securities Act and the Securities Exchange Act of
1934, as amended, as they relate to the proposed public offering of the
securities specified in the above-referenced Registration Statement.

                                Very truly yours,

                                POWERHOUSE TECHNOLOGIES GROUP, INC.

                                /s/ Jay Elliot
                                --------------------------------------
                                Jay Elliot
                                Chief Executive Officer

cc: Jeffrey B. Werbitt, U.S. Securities and Exchange Commission

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