SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

September 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.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 13, 2005
File No. 333-127181

Dear Mr. White:

      We have reviewed your supplemental response and have the
following comments.  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.

Management`s Discussion and Analysis of Financial Condition...,
page
22

Critical Accounting Policies-Equity-Based Compensation, page 25

1. We note your draft response to comment 3 of our letter dated
September 21, 2005 and understand that the fair values of the
common
stock were determined by an arms-length transaction with
unaffiliated
investors in private placements.  Given the assumption that your
Board of Directors determined the offering price for the private
placements occurring in July 2004 and April 2005, please expand
your
disclosure to discuss the factors and assumptions they used in
determining the offering prices of $2.67 and $5.58, respectively.

2. We understand that the fair value of the January and February
option grants was based upon the offering price of the July 2004
private placement.  Please expand your disclosure to explain why
there was no change in the fair value of your common stock during
the
six months that elapsed between the private placement and the
option
grants.
3. Please supplementally explain to us how you determined the fair
value of the July 2005 option grants to be $5.58 given the
assumption
that discussions with your underwriters regarding the offering
price
range of $10-$12 would likely have occurred prior to August 2005.

Financial Statements, page F-1

Note 8-Stockholders` Equity, page F-13

4. We note your draft disclosure submitted supplementally.  Please
revise your note to disclose that the valuation used to determine
the
fair value of the stock options was contemporaneously made by the
Company`s Board of Directors upon the grant date.

*	*	*	*

      As appropriate, please amend your 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 that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
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.

      You may contact Dale Welcome, Staff Accountant, at (202)
551-
3865 or, in his absence, John Cash, Accounting Branch Chief, at
(202)
551-3768 if you have questions regarding comments on the financial
statements and related matters.  Please contact Andrew Schoeffler,
Staff Attorney, at (202) 551-3748 or, in his absence, the
undersigned
at (202) 551-3760 with any other questions.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Mr. Robert M. Donlon, Esq.
Elizabeth O. Derrick, Esq.
Womble Carlyle Sandridge & Rice, PLLC
One Wachovia Center
301 South College Street, Suite 3500
Charlotte, NC 28202
Mr. William M. Mower, Esq.
Alan M. Gilbert, Esq.
Maslon Edelman Borman & Brand, LLP
90 South 7th Street, Suite 3300
Minneapolis, MN 55402
??

??

??

??

Mr. Gehrig H. White
PokerTek, Inc.
September 30, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
  CORPORATION FINANCE

</TEXT>
</DOCUMENT>