SecProbe.io

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							October 18, 2005

Via U.S. Mail
John Pasqualoni
President and Chief Executive Officer
Seneca Gaming Corporation
310 Fourth Street
Niagara Falls, NY 14303

Re:	Seneca Gaming Corporation
	Registration Statement on Form S-4
	File No. 333-128443
	Filed on September 20, 2005

Dear Mr. Pasqualoni:

     We reviewed your filing and have the following comments.
Where
indicated, we think you should revise your documents 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.

Table of Contents, page i

1. It is not clear why the bolded paragraph below the table of
contents refers to incorporated information.  It does not appear
that
you have incorporated any information into this prospectus.
Please
revise your disclosure here and elsewhere as appropriate.

2. Please include the Item 2 of Form S-4 information with the
table
of contents so that it appears together on one page.

Where You Can Find More Information, page iii

3. The summary should directly follow the table of contents page.
Please revise accordingly.
4. Please remove the statement in the second paragraph that you
are
not currently subject to the information and periodic reporting
requirements of the Exchange Act.

5. Please revise to reflect the SEC`s new address: 100 F Street,
NE,
Washington, DC 20549.

Industry and Market Data, page iv

6. Please delete your statements that the market data may not be
accurate and that investors should not rely on such data when
making
an investment decision.  It is inappropriate to state or imply
that
investors may not rely on information you have included in the
prospectus.

Prospectus Summary, page 1
7. Please revise the summary to be more concise. The summary
should
be brief and provide just a brief overview of the key aspects of
the
offering.  Refer to Item 503 of Regulation S-K and the
instructions
thereto. For example, detailed information about pending legal
actions and your marketing strategy are not appropriate in the
summary section.
8. Reference is made to the section labeled "The Issuer", "Seneca
Niagara Casino" and "Seneca Allegany Casino."  We note that you
present the non-GAAP financial measure of EBITDA for the twelve
months period ended June 30, 2005.  Please revise your disclosure
to
present a reconciliation of EBITDA to the most directly comparable
GAAP financial measure and a statement disclosing the reason you
believe the presentation of EBITDA provides useful information to
investors regarding your financial condition and results of
operations.  Your revised disclosure should indicate whether
management uses the measure as a liquidity measure or an operating
performance measure.  Also, please revise to provide equally
prominent disclosure of the most comparable GAAP measure wherever
EBITDA is disclosed in the filing. See Item 10(e) of Regulation S-
X
for guidance.
9. Reference is made to the section labeled "Seneca Niagara Casino
Expansion" and Seneca Allegany Casino Expansion".  It appears that
because you terminated Klewin as construction manager, you have
concluded that the expected cost of constructing the Seneca
Niagara
luxury hotel will exceed $153 million (the initial expected cost).
In this regard, please disclose in your MD&A an estimate or range
of
the expected cost and the future impact this higher cost will have
on
your statement of operations.  Your disclosure should include, but
not be limited to, a discussion as to whether the excess cost will
be
recoverable or will be recognized as an impairment charge in the
period incurred, supported with facts and circumstances for your
conclusion.  This disclosure should also discuss the expected
impact
on operations regarding the termination of Klewin for the
construction of the Seneca Allegany Casino`s 220-room hotel.

Selected Quarterly Data
10. Please revise your filing to include selected quarterly data
presented in accordance with Item 302 of Regulation S-K.

The Exchange Notes, page 14
11. Please revise the "Guarantees" subsection to state, if true,
that
the notes are "fully and unconditionally" guaranteed by your
subsidiaries.  Revise throughout as necessary.

Risk Factors, page 17

12. Please delete language in the introductory paragraph that
suggests or implies that all material risks are not described.
You
are required to disclose all material risks; if risks are not
material, please do not reference them.

Your ability to enforce your rights or have an adequate remedy
against the Nation..., page 19

13. The last paragraph of this section indicates that you have not
waived sovereign immunity from private civil suits, including
those
involving violations of federal securities laws.  Please provide
us
with a detailed legal analysis as to how this comports with your
obligations under the federal securities law.

We compete with casinos, other forms of gaming and other
resort...,
page 22
14. Please revise to condense the risk into a discussion that is
no
more than a few short paragraphs in length, or break down the
competition risk factor into separate parts.  Instead of providing
so
much detail regarding the competitive businesses in the region,
instead focus on disclosing how those other gaming operations or
resort properties pose a threat to your business.

Terms of the Exchange Offer, page 31
15. We note the disclosure indicating that you will return any old
notes not accepted for exchange "as promptly as practicable" after
expiration or termination of the exchange offer.  Rule 14e-1(c)
requires that you exchange the notes or return the old notes
"promptly" upon expiration or termination of the offer, as
applicable.  Please revise here and throughout the document, as
necessary.

Expiration Date; Extension; Amendments, page 33
16. As currently represented, the offer could be open for less
than
20 full business days due to the 5:00 p.m. expiration time instead
of
an expiration time of midnight on what ultimately may be the
twentieth business day following commencement.  See Question and
Answer Eight in Exchange Act Release No. 16623 (March 5, 1980).
Please confirm that the offer will be open at least through
midnight
on the twentieth business day.  See Rule 14d-1(g)(3).  Further,
please confirm that the expiration date will be included in the
final
prospectus disseminated to security holders and filed pursuant to
the
applicable provisions of Rule 424.
17. We note your reservation of the right to amend the terms of
the
offer in any manner.  Please revise to indicate that, in the event
of
a material change in the offer, including the waiver of a material
condition, you will extend the offer period if necessary so that
at
least five business days remain in the offer following notice of
the
material change.

Cash Flows - Investing Activities, page 52
18. Please include a short description of collateralized market
auction preferred stock.

Contractual Obligations, page 55
19. We note footnote 2.  Please consider separating the interest
payments for the Term Loan from other interest payments either by
including another row in the table or in a footnote.
20. Please provide footnote disclosure to your table of
contractual
commitments disclosing the additional debt that has been issued by
the Company since September 30, 2004. Also, please provide
footnote
disclosure to the table explaining how the termination of the
construction contract with Klewin is expected to impact
construction
costs for the Seneca Niagara Casino project.

New Accounting Pronouncements, page 56
21. We note from your disclosure that there are no accounting
standards that have not yet been adopted which are expected to
have a
material impact on your financial statements.  In this regard,
please
expand your disclosure in MD&A and the notes to the financial
statements to include: 1) a brief description of these new
standards;
2) the date that adoption is required and the date that you plan
to
adopt, if earlier; and 3) a discussion of the methods of adoption
allowed by the standards and the method expected to be utilized by
you.  See SAB 74 for guidance.

Recent Developments Affecting Our Class II Operations, page 62
22. We note from your disclosure that as of January 1, 2005 you
transferred Seneca Allegany and Niagara Casino Class II operations
to
the Nation. It appears that your transfer of Class II operations
to
the Nation meets the conditions in paragraph 42 of SFAS No. 144.
In
this regard, please revise your financial statements to comply
with
the requirements of paragraph 43 and 44 of SFAS No. 144.
Additionally, please revise the notes to your financial statements
to
include the disclosures required by paragraph 47 of SFAS No. 144.

Market and Competition, page 64
23. Generally, you should provide support or a source for
statistics
that you cite (e.g. population, mean annual household income and
estimated park visitors).  Please revise throughout as necessary.

Legal Proceedings, page 68
24. Consider including the order numbers of the various court
decisions for investor reference.
25. We note the status of the ongoing litigation with respect to
the
Cheektowaga site and your consideration of alternative sites for
the
Erie County casino.  Please update the disclosure, here and
elsewhere
as appropriate, to discuss the progress being made to either find
an
alternative site for the Seneca Erie Casino, or meet the December
9,
2005 deadline for commencing construction.
26. Please confirm that you will update this section with each
amendment you file prior to effectiveness.  It appears that your
ongoing litigation, and the attendant delays to construction and
potential for missed corporate opportunities, could have a
significant impact on your business operations.

Certain U.S. Federal Income Tax Consequences, page 136
27. Please revise the title to clarify that this section includes
all
material, not just certain, U.S. federal tax consequences.
28. Clarify why the exchange of an old note for an exchange note
"should not," rather than "will not," constitute a taxable
exchange.

Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
29. Revise to include the city and state where the report of the
independent registered accounting firm was issued. Refer to the
requirements of Rule 2-02(a) of Regulation S-X.

Consolidated Balance Sheets, page F-3
30. Please revise your consolidated balance sheets and your
condensed
consolidated balance sheets and notes to the respective financial
statements to provide all disclosures required by Rule 5-02.30 of
Regulation S-X and SFAS No. 129, as applicable with respect to
your
stockholders` equity.

Note 1. Organization and Basis of Presentation, page F-6 and F-7
31. We note the disclosure in Note 1 indicating that in connection
with the approval of the Compact on October 25, 2002, the State of
New York transferred to the Nation certain property upon which the
former Niagara Falls, New York Convention Center (the Facility)
was
located. We also note that the Nation leased the property to
SNFGC,
who then leased the property to Empire State Development
Corporation
(ESDC). We further note that ESDC then subleased the property back
to
SNFGC under a sub-lease agreement. Please tell us and clarify in
your
footnote disclosures why the property was leased by SNFGC to ESDC,
then subsequently leased back from ESDC. As part of your response,
please explain the business purpose of the leasing transactions
and
tell us the terms of the various lease arrangements. Also, please
explain how and why ESDC was involved in the original financing of
the facility as disclosed in Note 1. We may have further comment
upon
receipt of your response.
32. We note the disclosure in Note 1 indicating that the Company
believes that all expenses incurred by the Nation on behalf of the
Company have been properly allocated to the Company. In this
regard,
please tell us and revise the notes to your financial statements
to
indicate whether the Company`s financial statements include any
common or allocated costs incurred by the Nation on the Company`s
behalf. If so, please revise to disclose the nature and amounts of
these costs and the allocation methods used to determine the
amount
of costs allocated to the Company. Additionally, please provide an
assertion by management that the allocation methods used were
reasonable, and if practicable, provide an estimate of the costs
that
would have been incurred had the Company operated on a stand-alone
basis. Refer to the guidance outlined in SAB Topic 1:B:1 Question
2.

Note 2. Short-term Investment, page F-7
33. Please expand your disclosure to describe the classification
assigned to your short-term investments and provide any
disclosures
required by SFAS No. 115 with respect to your investments, as
applicable. See paragraph 6 of SFAS No. 115 for guidance.

Note 11. Related-Party Transactions, page F-14
34. We note from this disclosure and note 3 to your condensed
consolidated financial statements for the period ended June 30,
2005
that you do not recognize the operating lease expenses for the
Seneca
Niagara Casino (land and building) and the land upon which Seneca
Allegany Casino operates on a straight-line basis, as required by
paragraph 15 of SFAS No. 13.  In this regard please provide us
with
and disclose in your filing, your accounting policy related to
these
operating leases and the rational for your conclusion.  We note
from
your disclosure that "rent is payable only to the extent that
sufficient funds are available from the net proceeds derived from
operations...", but it is unclear as to whether the rents not paid
due to insufficient funds would accumulate in arrears until
sufficient funds are generated.  Please clarify this point.
Additionally, please disclose for each lease, the terms of your
renewal options and escalation clauses as required by paragraph
16(d)
of SFAS No. 13. Also please disclose the lease term as defined in
paragraph 5(f) of SFAS No. 13 for your verbal land lease agreement
associated with Seneca Allegany Casino.
35. Reference is made to paragraph six in note 1 to your
consolidated
financial statements. We note from your disclosure that you have
recorded the $22 million payment, associated with the ESDC sub-sub
lease agreement, as leasehold improvements.  Please explain your
rational and provide us with the associated accounting guidance
which
led to your accounting treatment.  Based on the fact that this $22
million payment was paid to satisfy the ESDC sub-sub lease
agreement
clause, which required you to pay supplemental rent of
approximately
$24 million in the event you conducted Class III gaming within the
City of Niagara Falls and outside of your current facility, it
would
appear that the basis for this payment was due to satisfy a
contingent rental as defined in paragraph 5(n) of SFAS No. 13.  We
remind you that under SFAS No. 13 contingent rentals affect the
determination of income as accruable. In this regard please revise
or
advise accordingly.  We may have further comment upon receipt of
your
response.

Note 13. Condensed Consolidating Financial Statements Information,
page F-16
36. Please revise your disclosure to pr