SecProbe.io

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Mail Stop 03-05
      February 16, 2005

Mr. T.M. Williams
President and Chief Executive Officer
Bingo.com, Inc.
Suite 1405, 1166 Alberni Street
Vancouver, British Columbia, Canada V6E 3Z3

Re:	Bingo.com, Ltd.
	Amendment No.3 to Form S-4 filed February 8, 2005
	File No. 333-120120

Dear Mr. Williams,

      We have reviewed selected portions of your filing and have
the
following comments.  Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      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 and 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.

General

1. We note that you have changed the registrant from Bingo.com,
Inc.
to Bingo.com, Ltd. on the cover of the registration statement.
However, please note that this name change should also be
reflected
in the EDGAR system.

Exhibit List

2. It appears that several of the exhibits from your exhibit list,
such as the Agreement and Plan of Merger and the Bylaws, have
either
not been filed on EDGAR or have not been properly incorporated by
reference.  Please file or properly incorporate by reference all
exhibits to this registration statement.

Exhibit 5.1

3. Please revise the introductory paragraph of the opinion to more
clearly explain that the shares of the corporation will be
exchanged
for the shares of Bingo.com, Ltd. in the merger.  Your current
reference to the common stock of the corporation being "registered
as
shares of Bingo.com Limited" does not appear to accurately reflect
the transaction.

******
Closing

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
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.

      Please contact Daniel Morris at (202) 824-5228 or me at
(202)
942-2936 with any questions.

      Regards,

Sara W. Dunton
Branch Chief

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