SecProbe.io

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						August 11, 2005

Mail Stop 3561

Via US Mail and Facsimile

Ms. Mary E. Higgins
Chief Financial Officer
3440 West Russell Road
Las Vegas, NV 89118

Re:	Herbst Gaming, Inc.
	Form 10-K for the year ended December 31, 2005
	Form 10-QSB for the period ended March 31, 2005
	Commission file #: 333-71094

Dear Ms. Higgins:

We have reviewed the above referenced filing and have the
following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  Also, please file an amended Form
8-K
in response to our request for expanded or revised disclosure.  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.

Please understand that 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.  We welcome any questions you
may
have about our comments or any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.
* * * * * * * * * * * * * * * * * * * * * * *

Form 10-K for the year ended December 31, 2004

Marketing, page 4
1. We note the disclosure on page 4 indicating that the Company
has
implemented a players club and slot club under which points earned
may
be redeemed for cash, discounted rooms, food and other goods and
services. Please tell us and explain in the notes to your
financial
statements in future filings how you recognize and classify awards
earned by customers under this program.

Management`s Discussion &Analysis

- Recently Issued and Adopted Accounting Standards, page 32

2. We note your disclosure listing the accounting standards that
did
not or are not expected to have any impact on your results of
operations or financial condition.  In future filings, please
expand
your disclosure in MD&A and the notes to the financial statements
to
include: 1) a brief description of the new standard; 2) the date
that
adoption is required and the date that the registrant plans to
adopt,
if earlier; and 3) a discussion of the methods of adoption allowed
by
the standard and the method expected to be utilized by the
registrant.
See SAB No. 74.

Statements of Operations, page 37

3. We note that interest expense is presented net of capitalized
interest.  Please revise future filings to disclose the total
amount
of interest cost incurred during the period and the amount thereof
that has been capitalized.  See paragraph 21 of SFAS No. 34.

Notes to the Financial Statements

Note 1.  Description of Business and Summary of Significant
Accounting
Policies

- Lease Acquisition Costs, page 42
- Location Rent Expense, page 43

4. We note the disclosure indicating that capitalized lease
acquisition costs are amortized using the straight-line method
over
the term of the related leases, including expected renewals, which
range from one to twenty years. We also note the disclosure
indicating
that fixed rental payments are recorded on a straight-line basis
over
the agreement term, including any optional extension periods that
are
expected to be exercised. Please explain why you believe it is
appropriate to amortize or recognize such costs over a period
which
includes expected renewals or optional extension periods, rather
than
over only the original lease term. As part of your response and
your
revised disclosure, clarify why you believe that expected renewals
or
optional extensions are reasonably assured. We may have further
comment upon receipt of your response.

- Location Rent Expense, page 43

5. We note your disclosure related to location rent expense that
states that contingent payments are expensed in the period
incurred.
In future filings, please revise your disclosure to include the
basis
on which contingent payments are determined.  See paragraph 16 of
SFAS
No. 13.  Also, in future filings, please revise to disclose the
amount
of fixed and contingent rentals incurred during each period
presented.
Refer to the requirements of paragraph 16c of SFAS No. 13.

Note 2. Acquisitions

6. Please explain in further detail why no identifiable intangible
assets (i.e., customer relationships, tradenames, etc) other than
lease acquisitions costs were recognized in connection with the
acquisition of the route assets of Anchor Coin, Inc. As part of
your
response and your revised disclosure please explain how the amount
allocated to lease acquisition costs was determined and indicate
the
weighted average amortization period over which these costs are
being
amortized to expense.

7. Similarly, please explain in detail why no identifiable
intangible
assets other than goodwill were recognized in connection with the
acquisition of three casinos from Grace Entertainment Inc. Your
response should explain why you believe there are no other
intangible
assets such as customer relationships or similar assets,
recognized in
connection with this acquisition. In addition, please tell us and
revise future filings to disclose the factors that contributed to
a
purchase price that resulted in recognition of goodwill. Refer to
the
requirements of paragraph 51b of SFAS No.141.

Note 7.  Long-Term Debt

8. We note your disclosure as to why you have not provided
condensed
consolidating financial information with respect to the subsidiary
guarantors.  In future filings, please also disclose whether there
are
any significant restrictions on your ability to obtain funds from
your
subsidiaries by dividend or loan.  See Rule 3-10(i)(9) of
Regulation
S-X.

Form 8-K/A dated April 15, 2005
Unaudited Pro Forma Condensed Combined Statement of Operations

9. Please revise the notes to the pro forma financial statements
to
disclose the significant assumptions used to determine the pro
forma
adjustments for the acquisition and refinancing transactions. As
part
of these disclosures, please indicate the amount of loan fees
incurred
on loans related to the acquisition and refinancing transactions
and
the method and term used to amortize them to expense. Also, please
indicate the amount of debt obtained to finance the acquisition,
the
amount of debt refinanced and the interest rates on the debt
obtained
in the refinancing transaction.

Unaudited Pro forma Condensed Combined Balance Sheet

10. Please revise the adjustments to the pro forma balance sheet
so
that each adjustment is presented on a gross rather than net
basis.
For example, separate adjustments should be disclosed reflecting
the
receipt of funds from debt obtained to finance the acquisition and
for
the payment of the cash purchase price of $276,800. Also, based on
the
disclosures currently presented in footnote (1) it is unclear as
to
which adjustments relate to purchase price adjustments to fair
value
and which represent the elimination of assets and liabilities not
acquired or assumed in connection with the acquisition. Please
revise
to clearly indicate the nature of all adjustments reflected in the
Grace Acquisition Adjustments column.

11. We note that your Form 8-K dated April 15, 2005 includes
audited
financial statements for those entities acquired in the Grace
acquisition, however the auditor`s reports do not provide the name
of
the firm that issued the reports.  Please amend your Form 8-K to
include independent auditor`s reports that include the names of
the
firms using the reports, as required by Rule 2-02 of Regulation S-
X.
See Item 9.01(a)(2) of Form 8-K.

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

As appropriate, please respond via EDGAR to these comments within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments
and provides any requested supplemental information.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

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 all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the 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
disclosure in the filings;

* 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
federal
securities laws of the United States.

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

You may contact Claire Erlanger at 202-551-3301 or me at 202-551-
3813
if you have questions.

								Sincerely,

								Linda Cvrkel
								Branch Chief
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Ms. Mary E. Higgins
Herbst Gaming, Inc.
August 11, 2005
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