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Response Letter

 [Letterhead of Womble Carlyle Sandridge & Rice, PLLC]

 Elizabeth O. Derrick

 Direct Dial: (864) 255-5415

 Direct Fax: (864) 255-5489

 E-mail: bderrick@wcsr.com

 September 13, 2005

 United States Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Mail Stop 6010

 Washington D.C. 20549

 Attention: Pamela A. Long

Re:
PokerTek, Inc.

 Registration Statement on Form
S-1

 Filed August 4, 2005

 File No. 333-127181

 Ladies and Gentlemen:

 On behalf of PokerTek, Inc. (the “Company”), we are writing to
respond to the comments set forth in the comment letter of the staff of the Securities and Exchange Commission (the “Staff”) dated August 30, 2005 (the “Comment Letter”), relating to the above-referenced Registration Statement on
Form S-1 filed on August 4, 2005 (the “Registration Statement”). The Company has revised the Registration Statement in response to the Staff’s comments and is filing concurrently with this letter Amendment No. 1 to the Registration
Statement (“Amendment No. 1”), which reflects these revisions.

 The comments and responses set forth below are keyed to the numbering of the comments and the headings used in the Comment Letter and are based upon information provided by the Company and, where appropriate, Feltl
and Company, the underwriter for this offering (the “Underwriter”). Where appropriate, the Company has responded to the Staff’s comments by making changes to the disclosure in Amendment No. 1. Page numbers referred to in the responses
reference the applicable pages of Amendment No. 1.

 On behalf
of the Company, we advise you as follows:

 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.

 Response: The Company does not intend to include any artwork or
other graphics in the prospectus, other than the logo currently displayed on the cover of the prospectus.

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 Page 2 of 14

 2. Please include activity related to your allowance for doubtful accounts in Schedule II as
provided in Rule 5-04 of Regulation S-X.

 Response: The Company notes the Staff’s comment and has provided the requested disclosure on page II-4.

 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.

 Response: The Company notes
the Staff’s comment and has revised the various subheadings on pages 5 through 16 accordingly.

 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.

 Response: The Company notes the Staff’s comment and has revised the various risk factors on pages 5 through 16 accordingly.

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

 Response: The Company notes the Staff’s comment and has
revised risk factor 12 on page 10 accordingly.

 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.

 Response: The Company notes the Staff’s comment and has
deleted duplicative disclosure on page 5 as requested.

 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

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 September 13, 2005

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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.

 Response: The Company notes the Staff’s comment and has revised this risk factor on page 8 to clearly describe how the matters discussed therein are material risks to the 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.

 Response: The Company notes the Staff’s comment and has revised this risk factor on pages 8 and 9 to delete duplicative disclosure as
requested.

 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.

 Response: The Company has deleted this risk factor.

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.

 Response: The Company
notes the Staff’s comment and has revised the disclosure on pages 12 and 15 accordingly.

 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.

 Response: The Company notes the Staff’s comment and has revised these risk factors on page 13 to disclose the actual risk to investors.

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

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

 Response: The Company notes the Staff’s comment and has provided the requested disclosure on page 13 regarding the Company’s anti-takeover provisions.

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 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.

 Response: The Company notes the Staff’s comment and has revised this risk factor on page 16 to explain why the fact that the Company is not paying dividends and does not expect to pay dividends
makes the 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.

 Response: The Company notes the Staff’s comment and has revised the disclosure on page 18 accordingly.

 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.

 Response: The Company notes the Staff’s comment and has revised the disclosure on pages 12 and 18
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.

 Response: The Company respectfully advises the Staff that it is unclear how such comparative table should reflect shares that the Company’s officers, directors and affiliated persons have the right
to acquire. The Company respectfully advises the Staff that it sought guidance from the Staff prior to the filing of Amendment No. 1, but the members of the Staff reviewing the Registration Statement were unavailable at such time.

 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.

 Response: The Company notes the Staff’s comment and has revised the disclosure on page 21 as requested.

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 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.

 Response: The Company notes the Staff’s comment and has provided the requested disclosure on pages 22 and 23.

 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.

 Response: The Company notes the Staff’s comment and has removed the reference to amortization on page 22.

 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.

 Response: The Company
respectfully advises the Staff that the calculation of net proceeds in the second sentence of the last paragraph of this section assumes the exercise of the Underwriter’s over-allotment option, whereas the calculation in the first sentence does
not. As stated in “Conventions and Assumptions Used in This Prospectus” on page 18, unless indicated otherwise, all of the information in the prospectus assumes that the Underwriter does not exercise its over-allotment option.

 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.

 Response: The Company notes the Staff’s comment and has provided the requested disclosure on page 24.

 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).”

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Please revise this sentence to say that the financial statements “have been prepared in accordance with U.S. generally accepted accounting
principles.”

 Response: The Company notes the Staff’s comment and has
revised the disclosure on page 24 as requested.

 Description of Business,
page 25

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

 Response: The Company notes the Staff’s comment and has revised the disclosure in the section entitled “Prospectus Summary”
on pages 1 through 3 to apply the Staff’s comments on the “Description of Business” section as requested.

 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.

 Response: The Company
respectfully advises the Staff that a definitive agreement between the Company and the Seminole Tribe of Florida has been negotiated and is in the process of being executed by the Company and the Seminole Tribe of Florida.

 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.

 Response: The Company respectfully advises the Staff that the report issued by the American Gaming Association from which this statistic was
taken did not provide the additional disclosure the Staff requests.

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

 Response: The Company notes the Staff’s comment and has revised the disclosure on pages 1 and 27 to
explain how the PokerProTM system increases security, as requested.

 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.

 Response: The Company notes the Staff’s comment and has provided the requested disclosure on pages 1 and 27.

 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.

 Response: The Company notes the Staff’s comment and has provided the requested disclosure on pages 27 and 28.

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 Overview of the PokerPro System, page 26

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

 Response: The Company notes the Staff’s comment and has
provided the requested disclosure on page 29.

 Our License from WPT
Enterprises, Inc., page 27

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

 Response: The Company notes the Staff’s comment and has provided the requested disclosure on page 29.

 Competition, page 28

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

 Response: The Company notes the Staff’s
comment and has provided the requested disclosure on page 32.

 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.

 Response: The Company notes the Staff’s comment and has provided the requested disclosure on page 33.

 Description of Licensed Intellectual Property, page 31

 33. Please briefly describe the material ter