SecProbe.io

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							December 14, 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
	Amendment No. 1 to Registration Statement on Form S-4
	File No. 333-128443
	Filed on November 30, 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.

Summary
1. We note your disclosure of net revenues for both of your
casinos,
Seneca Niagra and Seneca Allegany, for the 12 months ended June
30,
2005.  To balance this disclosure, please also include disclosure
of
your net income or loss for that same period.
2. Please clarify why you provide net revenue and income
information
for the year ended June 30, 2005, when your fiscal year ends
September 30, 2005.

Recent Developments, page 6
3. Please update this section, and the MD&A section, to reflect
the
current status of the gaming facility construction in Erie County.

Where You Can Find More Information, page 173
4. We reissue prior comment 5.  Please revise to reflect the SEC`s
new address: 100 F Street, NE, Washington, DC 20549.

Index to Consolidated Financial Statements
Note 1. Organization and Basis of Presentation, page F-6 and F-7
5. We note your response to our prior comments 31 and 35.  Please
include in your financial statements disclosure explaining your
rational and accounting as to why you concluded that the $22
million
payment should be classified as a leasehold improvement as
summarized
in your response to our prior comments 31 and 35. Also disclose
the
life used in amortizing the $22 million leasehold improvement.

Note 13. Condensed Consolidated Financial Statements Information,
page F-16
6. We note your response to our prior comment number 36 and the
disclosures that have been included in Note 13 in response to our
prior comment.  Please revise Note 13 to include a statement
indicating that condensed consolidating financial information for
the
years ended September 30, 2003 and 2002 has not been provided as
management does not believe the additional disclosure would be
meaningful to potential users of your financial statements as you
have noted in your response.

Condensed Consolidated Financial Statements for the period ended
June
30, 2005
Condensed Consolidated Statements of Cash Flow Sheet, page F-25
7. We note your revised disclosure and your response to our prior
comment 37, but we still do not believe you have adequately
addressed
our comment.  In this regard, we ask you again to please provide
the
disclosures required by paragraph 19 through 21 of SFAS No. 115
for
the periods presented in your interim financial statements.
Additionally, tell us and disclose the type of other long-term
assets
that were transferred into short-term investments and expand your
disclosure to explain why these short-term investments were
transferred or reclassified from other long-term assets.

Note 2. Long-Term Debt, page F-27
8. We note your response to our prior comment 39.  It appears from
you Note 13 to the consolidated financial statements on page F-20
that the parent company has significant independent assets.  Based
on
the fact that your parent company has significant independent
assets,
we re-issue our comment and ask you to please provide the
condensed
consolidated financial information for the parent company and the
subsidiary guarantors of your 2004 71/4 Senior Notes due 2012 for
the
periods presented in your interim financial statements as required
by
Rule 3-10(f) of Regulation S-X.  Also see notes to paragraph (f)
in
Rule 3-10 (f) of Regulation S-X for additional guidance.

Note 3. Related -Party Transaction
Land Leases from the Nation, page F-28
9. Please revise your disclosure in Note 3 to your interim
financial
statements so that they include disclosures similar to the
revisions
included in Note 11 to your consolidated financial statements on
page
F-16 and F-17.

Exhibit 5.1
10. Please delete the second sentence of paragraph B, or tell us
why
that is an appropriate disclaimer.

Letter of Transmittal
11. We reissue prior comment 45.  Please remove the language in
the
last sentence of the third paragraph on page four asking the note
holder to acknowledge that he/she has "read" all of the terms of
the
exchange offer.

Closing Comments

      As appropriate, please amend the registration statement 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.

      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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* Should the Commission or the 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;
* The action of the Commission or the 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
* 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.

      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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Jeffrey Jaramillo at (202) 551-3212 or Linda
Cvrkel at (202) 551-3813 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Mathew
C. Bazley at (202) 551-3382 or me at (202) 551-3814 with any other
questions.

							Sincerely,

							Sara W. Dunton

cc:	Via Facsimile
	Kim E. Ramsey
	Akin Gump Strauss Hauer & Feld LLP
	300 Convent Street, Suite 1500
	San Antonio, TX 78205

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Seneca Gaming Corporation
December 14, 2005
Page 1

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