SecProbe.io

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Mail Stop 7010

August 30, 2005

Via U.S. mail and facsimile

Mr. Gehrig H. White
Chief Executive Officer
PokerTek, Inc.
1020 Crews Road, Suite J
Matthews, NC 28106

Re: 	PokerTek, Inc.
Registration Statement on Form S-1
Filed August 4, 2005
File No. 333-127181

Dear Mr. White:

      We have reviewed 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 information so we
may
better understand your disclosure.  After reviewing this
information,
we may 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.

General

1. Please provide us with copies of any artwork or other graphics
you
intend to use in your prospectus.  Please be advised that we may
have
comments and you may want to consider waiting for our comments
before
printing and circulating these materials.
2. Please include activity related to your allowance for doubtful
accounts in Schedule II as provided in Rule 5-04 of Regulation S-
X.

Risk Factors, page 5

3. The subheadings in this section should clearly and succinctly
convey the actual risk to an investor and not merely state a fact
about your business or describe a generic effect on your company.
Please carefully review each subheading with this comment in mind
and
make revisions as appropriate.  See for example and without
limitation, risk factors two, four, six, eight, 13, 18, 19, 25, 26
and
27.

4. To the extent possible, please avoid the generic conclusion you
make in certain of your risk factors that the risk discussed would
have a material adverse effect on your operations, financial
condition
and/or business.  Instead, please replace this language with
specific
disclosure of how your company would be affected.  See, for
example
and without limitation, risk factors three, four, eight, nine, 11,
14,
15, 16 and 18.

5. Please reconcile risk factors 12 and 13.  It is not clear why
both
risks would be material risks to your company.

We have a limited operating history on which to evaluate our
business,
page 5

6. The disclosure in the second paragraph of this risk factor does
not
to address the risk described in the subheading and repeats
certain
risks disclosed elsewhere in this section.  Please revise
accordingly.

There are few significant barriers to entry..., page 8

7. This risk factor does not appear to be material to your
company.
In this regard, we note that barriers to entry into your industry
appear to be high, as discussed in the third sentence of this risk
factor and in risk factors three through five.  In addition, we
note
that the disclosure throughout your prospectus describes your
industry
as poker-related entertainment and not as automated gaming
machines
generally.  Please either delete this risk factor or revise to
clearly
describe how the matters discussed in this risk factor are
material
risks to your company.

We compete in a single industry, and our business would suffer if
demand..., page 8

8. Please revise this risk factor to delete duplicative disclosure
set
forth elsewhere in this section.  See, for example and without
limitation, risk factor three.

The termination of agreements with customers could require us to
take..., page 9

9. This risk factor does not appear to be material to your
company.
Please delete this risk factor or clearly explain how it is a
material
risk to your company.

A decline in general economic conditions..., page 12

10. Item 503(c) of Regulation S-K states that issuers should not
"present risk factors that could apply to any issuer or any
offering."
It appears that the risk described in this risk factor could apply
to
nearly any company.  Please describe in greater detail how this
risk
specifically applies to your company and/or your offering or
delete
it.  Please also comply with this comment in risk factor 26.

The concentration of our common stock ownership..., page 13

11. Please revise this risk factor to disclose the actual risk to
investors, namely that transactions that are in the best interests
of
the minority security holders may be prevented or frustrated.
Please
also comply with this comment in risk factor 21.

Our Board of Directors` ability to issue..., page 13

12. Please revise this risk factor to discuss your other anti-
takeover
provisions.

We do not intend to pay dividends on our common stock, page 15

13. Please explain why the fact that you are not paying dividends
and
do not expect to pay dividends makes your offering risky or
speculative.

Use of Proceeds, page 17

14. Please quantify the approximate dollar amount you intend to
use
for each of the purposes identified in the third sentence of the
second paragraph of this section.  See Item 504 of Regulation S-K.

15. We note the disclosure in the first sentence of the third
paragraph of this section and in risk factor 19 on page 12.
Please be
advised that while you are permitted to retain the right to change
your planned use of proceeds, you must specifically discuss the
contingencies that would cause you to change your planned uses and
describe each of the alternatives to these planned uses.  See
Instruction 7 to Item 504 of Regulation S-K.  Please revise
accordingly.

Dilution, page 19

16. We note the disclosure in the last paragraph of this section.
Your comparative table should include shares subject to
outstanding
options that are held by your officers, directors and affiliated
persons.  This comparison should include the shares that these
persons
have a right to acquire, as well as shares they already own.  See
Item
506 of Regulation S-K.  Please revise accordingly.

Selected Financial Data, page 20

17. Please revise your balance sheet data to include a line item
for
your long-term debt obligation to your shareholders.  See Item 301
of
Regulation S-K for guidance.

Management`s Discussion and Analysis of Financial Condition...,
page
21

Results of Operations, page 21

18. Please discuss material changes to your results of operations
for
the period from August 22, 2003 (date of inception) to December
31,
2003 and the year ended December 31, 2004 as required by Item
303(A)(3) of Regulation S-K.  Please note that you must discuss
all
periods presented in the financial statements, even when some of
those
periods are for periods shorter than a full 12-month period.  The
fact
that the period from August 22, 2003 to December 31, 2003 is not
"comparable" with the subsequent period presented does not
eliminate
the requirement to discuss the periods and the reasons for the
changes
in your results of operations.  Your discussion should focus
specifically on material events and uncertainties known to
management
that would cause reported financial information not to be
necessarily
indicative of future operating results.

19. In your discussion of depreciation and amortization, only
depreciation is mentioned.  Please remove the reference to
amortization or discuss your amortization expense for the periods
presented, as applicable.

Liquidity and Capital Resources, page 21

20. Please explain why your calculation of net proceeds differs in
the
first sentence and the second sentence of the last paragraph of
this
section.
Contractual Commitments, page 22

21. Please revise your table of contractual obligations to include
your loans from stockholders at December 31, 2004 as required by
Item
303(A)(5) of Regulation S-K.

Critical Accounting Policies, page 23

22. Your first sentence says the financial statements "have been
prepared in accordance with standards of the Public Company
Accounting
Oversight Board (United States)."  Please revise this sentence to
say
that the financial statements "have been prepared in accordance
with
U.S. generally accepted accounting principles."

Description of Business, page 25

23. Please apply the comments on this section set forth below to
the
section entitled "Prospectus Summary" as appropriate.

Overview of Our Business, page 25

24. Please advise us as to the status of the negotiations between
your
company and the Seminole Tribe of Florida regarding a definitive
agreement.

25. We note the statistic cited in the second sentence of the
second
paragraph of this section.  Please expand this disclosure to
provide
the number of players.

26. We note the disclosure in the first sentence of the third
paragraph of this section.  Please explain how your product
increases
security.

27. We note the disclosure in the first sentence of the fifth
paragraph of this section.  Please disclose your estimate of the
percentage of revenues that will be derived from maintenance and
support services.

28. We note the disclosure in the last sentence of the fifth
paragraph
of this section.  Please contrast the business reasons for leasing
versus selling your components.

Overview of the PokerPro System, page 26

29. Please disclose the other varieties of poker that you are
designing your product to play.

Our License from WPT Enterprises, Inc., page 27

30. Please briefly describe the material terms of your license
agreement with WPT.

Competition, page 28

31. Please disclose your competition`s advantages over you and how
this will affect your competitive position within your industry.

Research and Development, page 28

32. We note the disclosure in the last sentence of this section.
Please disclose the related gaming technologies that you plan to
develop.

Description of Licensed Intellectual Property, page 31

33. Please briefly describe the material terms of your license
agreement with Stone Gaming.  Please also disclose the material
trademarks you license and the terms of these licenses.

Gaming Regulations and Licensing, page 31

Regulatory Overview, page 31

34. We note the disclosure in the second paragraph of this
section.
Please disclose the regulatory authorities to which you have
submitted
applications seeking the approval of your product and the status
of
those applications.

Management, page 36

Directors and Executive Officers, page 36

35. Please disclose Mr. White`s business experience between 2001
and
2003 and Mr. Daniels`s business experience between 2000 and 2001.

PokerTek, Inc. 2004 Stock Incentive Plan, page 37

36. Please clarify the extent to which you will continue to make
awards under this plan.  You state that after the effective date
of
the offering, the Compensation Committee will administer the 2004
plan
and will have the power to make awards thereunder.  We understand
that
the plan provided for the grant of up to 825,000 shares of stock
and
that you have so far granted options to purchase 812,500 shares.
However, disclosure in the last sentence on page 37 states that
you
have amended the plan to provide that no further awards will be
made
thereunder.

Security Ownership of Certain Beneficial Owners and Management,
page
42

37. We note that your calculation of beneficial ownership is based
on
the number of shares outstanding immediately before the effective
date
of your offering.  Your measurement of the 60-day period should be
consistent with the date you use for calculating beneficial
ownership
generally.  Please revise accordingly.

Certain Relationships and Related Party Transactions, page 43

38. Please state whether you believe the transactions described in
this section are on terms at least as favorable to the company as
you
would expect to negotiate with unrelated third parties.

39. We note the disclosure in the second sentence of this section
regarding your sale of shares to WPT Enterprises.  Please briefly
describe the terms of this sale.

Description of Capital Stock, page 45

40. Please delete the second sentence of the introductory
paragraph
because it is not consistent with Rule 411 of Regulation C.

41. The information you give regarding options currently
outstanding
appears to omit the grant of options for 169,500 shares under the
2005
plan that was made on July 29, 2005.  Please revise.

Shares Eligible For Future Sale, page 49

42. Please expand the disclosure in this section to discuss the
eligibility for sale of the shares issuable upon exercise of your
outstanding options and warrants.

43. It appears from the disclosure in the first paragraph of this
section that you have outstanding options to purchase 400,000
shares
of common stock.  However, it appears that you have outstanding
options to purchase 812,500 shares, as noted under the heading
"General" on page 45.  Please reconcile.

44. We note that the shares issued in your offering will be freely
tradable upon the completion of your offering without restriction
or
further registration under the Securities Act.  It also appears
that
holders of these shares will not need to rely upon Rule 144 under
the
Securities Act to resell their shares.  Please revise the last
sentence of the first paragraph of this section accordingly.
Underwriting, page 50

45. Please disclose whether the underwriter will engage in any
electronic offer, sale or distribution of your common stock.  If
so,
please provide us with the detailed description of the
underwriter`s
procedures.  Please also advise us as to how the underwriter`s
procedures will ensure that the offer, sale or distribution
complies
with Section 5 of the Securities Act.  Finally, please advise us
as to
whether the underwriter`s procedures have been reviewed by the
Office
of Chief Counsel.

46. Please advise us as to whether you or the underwriter has any
arrangements with a third party to host or access your preliminary
prospectus on the Internet.  If so, please identify the third
party
and the website, describe the material terms of the agreement and
provide us with a copy of the agreement.  Please also provide us
with
copies of all information concerning you or your prospectus that
appeared or will appear on this website.  If you subsequently
enter
into any arrangement, please promptly supplement your response.

47. Please advise us as to whether you intend to have a directed
share
program.  If so, we may have additional comments.

Commissions, Discounts and Expenses, page 50

48. Please revise the disclosure in this section to disclose the
actual compensation paid to the underwriter.

49. Please advise us as to whether the NASD considers the warrant
to
be issued to the underwriter as underwriting compensation.  If so,
please revise this section accordingly.  See Item 508(e) of
Regulation
S-K.

Warrant, page 50

50. Please clarify what you mean by "nominal" with respect to the
consideration to be paid for the warrant.

Lock-Up Agreements, page 51

51. Please briefly describe the factors that the underwriter may
be
likely to consider in determining to release shares from the lock-
up
agreements.

Stabilization; Short Positions and Penalty Bids, page 51

52. Please revise your discussion of short positions discuss how
underwriters will determine the method for closing out covered
short
sale positions and to discuss when a naked short position will be
created.  Please see VIII.A.3 of the Current Issues Outline dated
November 14, 2000 for more information about these disclosures.

Where You Can Find More Information, page 53

53. Please delete the fourth and fifth sentences of the first
paragraph of this section as your disclosure regarding the
contents of
any contract, agreement or other document should be materially
complete.

Finan