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CORRESP

 October 6, 2025

VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:
 Melco Resorts & Entertainment Ltd.

 
 Form 20-F for the Year Ended December 31, 2024

 
 Correspondence from the SEC on September 22, 2025

 
 File No. 001-33178

Attn:
 Division of Corporation Finance

 
 Office of Real Estate & Construction

Dear Mr. Regan and Ms. Howell:

 This letter sets forth
the response of Melco Resorts & Entertainment Ltd. (the “Company”) to the comment letter (the “Comment Letter”) that the Company received from the staff (the “Staff”) of the Securities and Exchange
Commission in a letter dated September 22, 2025 in relation to the Company’s Form 20-F for Fiscal Year ended December 31, 2024 (the “2024 Annual Report”).

We have included herein the comment in the Comment Letter in bold, and the Company’s response is set forth immediately below the comment.

Annual Report on Form 20-F

General

 1. We note you revised the definition of
“China” or “PRC” since your December 31, 2023 Form 20-F to include Hong Kong and Macau in the definition, consistent with the response to our prior comment letter dated
August 27, 2024; however, we also note that you have extensively revised the references to the PRC to instead refer to mainland China. Please revise these references to mainland China throughout your annual report including, as examples only,
in the risk factors section on pages 27, 28, 45 and 49 to reference China including Hong Kong and Macau, except when you are referencing specific laws and regulations adopted by mainland China. In this regard, ensure that your disclosure does not
narrow risks related to operating in China to mainland China only. Please advise us how you plan on making such revisions and include your proposed revised disclosure in your response letter.

 1

 Response

The Company acknowledges the Staff’s comment and respectfully advises the Staff that in future filings on Form
20-F and other future filings, the Company will use the term “China” or “PRC” rather than “mainland China” other than in instances where the relevant disclosure applies only
to mainland China but not Hong Kong or Macau or when referencing specific laws and regulations adopted by mainland China.

 In response to the
Staff’s comment, the Company respectfully advises the Staff that it proposes to revise the relevant disclosure from the 2024 Annual Report in its annual report on Form 20-F for the fiscal year ended
December 31, 2025 as set forth in Annex A.

 *  *  *

Should any member of the Staff have any questions or additional comments regarding the Company’s responses to the Staff’s Comments set forth
above, please do not hesitate to contact me by phone in Hong Kong at (+852) 2598-3601 / (+853) 8868-7887 or by facsimile at (+853) 8867-7887, or you may contact our outside legal counsel, Stacey Wong, of Latham & Watkins LLP, at (+65)
6437-5450.

Very truly yours,

 /s/ Geoffrey Davis

 Geoffrey Davis

 Chief Financial Officer

(Principal Financial Officer)

cc:

 Graham Winter, Chief Legal Officer

Tim Y. Sung, Group Corporate General Counsel

Sharon Lau, Latham & Watkins LLP

 Stacey Wong,
Latham & Watkins LLP

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 Annex A

 INTRODUCTION

In this annual report on Form 20-F, unless otherwise indicated:

•

 “2013 Studio City Project Facility” refers to the senior secured project facility, dated
January 28, 2013 and as amended from time to time, entered into between, among others, Studio City Company, as borrower, and certain subsidiaries as guarantors, comprising a term loan facility of HK$10,080,460,000 (equivalent to US$1.3 billion)
and a revolving credit facility of HK$775,420,000 (equivalent to US$100 million), and was amended, restated and extended by the 2016 Studio City Senior Secured Credit Facility;

•

 “2015 Credit Facilities” refers to the HK$13.65 billion (equivalent to US$1.75 billion)
senior secured credit facilities agreement dated June 19, 2015, entered into by Melco Resorts Macau, as borrower, comprising (i) a Hong Kong dollar term loan facility of HK$3.90 billion (equivalent to US$500.0 million) with a
term of six years and (ii) a HK$9.75 billion (equivalent to US$1.25 billion) revolving credit facility, and following the repayment of all outstanding loan amounts, together with accrued interest and associated costs on May 7, 2020,
other than the HK$1.0 million (equivalent to US$0.1 million) which remains outstanding under the term loan facility, with a maturity date extended to June 24, 2026, and the HK$1.0 million (equivalent to US$0.1 million) revolving
credit facility commitment which remains available under the revolving credit facility, all other commitments under the 2015 Credit Facilities were canceled;

•

 “2020 Credit Facilities” refers to the senior facilities agreement dated April 29, 2020, entered
into between, among others, MCO Nominee One, our subsidiary and as borrower, and Bank of China Limited, Macau Branch, Bank of Communications Co., Ltd. Macau Branch and Morgan Stanley Senior Funding, Inc., as joint global coordinators, under which
lenders have made available HK$14.85 billion (equivalent to US$1.92 billion) in a revolving credit facility for an initial term of five years, and which has been amended and restated under the 2023 Amendment and Restatement and the 2024
Amendment and Restatement, and the overall commitments in respect of which have been increased by HK$387.5 million (equivalent to US$49.8 million) pursuant to the establishment of an incremental facility in February 2025;

•

 “2021 Studio City Senior Secured Credit Facility” refers to the facility agreement dated
March 15, 2021 with, among others, Bank of China Limited, Macau Branch, to amend, restate and extend the 2016 Studio City Senior Secured Credit Facility to provide for senior secured credit facilities in an aggregate amount of
HK$234.0 million (equivalent to US$30.0 million), which consist of a HK$233.0 million (equivalent to US$29.9 million) revolving credit facility and a HK$1.0 million (equivalent to US$0.1 million) term loan facility, with the
maturity date of August 29, 2029, and which was amended, restated and extended on November 29, 2024;

•

 “2016 Studio City Senior Secured Credit Facility” refers to the facility agreement dated
November 23, 2016 with, among others, Bank of China Limited, Macau Branch, to amend, restate and extend the 2013 Studio City Project Facility to provide for senior secured credit facilities in an aggregate amount of HK$234.0 million
(equivalent to US$30.0 million), which consist of a HK$233.0 million (equivalent to US$29.9 million) revolving credit facility and a HK$1.0 million (equivalent to US$0.1 million) term loan facility, and which would have matured on
November 30, 2021, and was amended, restated and extended by the 2021 Studio City Senior Secured Credit Facility;

•

 “2023 Amendment and Restatement” refers to the Amendment and Restatement Agreement dated
June 29, 2023 among MCO Nominee One, MCO Investments Limited, Melco Resorts Finance, MCO International Limited, and Bank of China Limited, Macau Branch, acting as the facility agent, to amend the provisions of the 2020 Credit Facilities such
that borrowings under the 2020 Credit Facilities denominated in U.S. dollars bear interest at the term Secured Overnight Financing Rate plus an applicable credit adjustment spread ranging from 0.06% to 0.20% per annum, as adjusted in accordance with
the interest period, and a margin ranging from 1.00% to 2.00% per annum as adjusted in accordance with the leverage ratio in respect of MCO Nominee One and certain of its specified subsidiaries;

 1

•

 “2024 Amendment and Restatement” refers to the Second Amendment and Restatement Agreement dated
April 8, 2024 among MCO Nominee One, MCO Investments Limited, Melco Resorts Finance, MCO International Limited, and Bank of China Limited, Macau Branch, acting as the facility agent, to amend, among other things, the maturity date of the 2020
Credit Facilities to April 29, 2027;

•

 “2024 Studio City Senior Secured Credit Facility” refers to the senior secured credit facilities
agreement, dated November 29, 2024, entered into between, among others, Studio City Investments, as parent, Studio City Company, as borrower, and certain subsidiaries as guarantors, pursuant to which lenders have made available to Studio City
Company HK$1.945 billion (equivalent to US$250.3 million) in revolving credit facilities for a term of five years with an option to increase the commitments in an amount not exceeding US$100.0 million, subject to the satisfaction of
certain conditions precedent;

•

 “2025 Senior Notes” refers to the US$1.0 billion aggregate principal amount of 4.875% senior
notes due 2025 issued by Melco Resorts Finance, of which US$650.0 million in aggregate principal amount was issued on June 6, 2017 and US$350.0 million in aggregate principal amount was issued on July 3, 2017;

•

 “2025 Studio City Notes” refers to the US$500 million aggregate principal amount of 6.00% senior
notes due 2025 issued by Studio City Finance on July 15, 2020, of which US$221.6 million in aggregate principal amount remains outstanding as of March 14, 2025;

•

 “2025 Studio City Notes Tender Offer (2023)” refers to the conditional tender offer by Studio City
Finance pursuant to which it purchased for cash an aggregate principal amount of US$100.0 million of the outstanding 2025 Studio City Notes in November 2023;

•

 “2025 Studio City Notes Tender Offer (2024)” refers to the conditional tender offer by Studio City
Finance pursuant to which it purchased for cash an aggregate principal amount of US$100.0 million of the outstanding 2025 Studio City Notes in April 2024;

•

 “2026 Senior Notes” refers to the US$500.0 million aggregate principal amount of 5.250% senior
notes due 2026 issued by Melco Resorts Finance on April 26, 2019;

•

 “2027 Senior Notes” refers to the US$600.0 million aggregate principal amount of 5.625% senior
notes due 2027 issued by Melco Resorts Finance on July 17, 2019;

•

 “2027 Studio City Notes” refers to the US$350.0 million aggregate principal amount of 7.00%
senior secured notes due 2027 issued by Studio City Company on February 16, 2022;

•

 “2028 Senior Notes” refers to the US$850 million aggregate principal amount of 5.750% senior
notes due 2028 issued by Melco Resorts Finance, of which US$500.0 million in aggregate principal amount was issued on July 21, 2020 and US$350.0 million in aggregate principal amount was issued on August 11, 2020;

•

 “2028 Studio City Notes” refers to the US$500 million aggregate principal amount of 6.50% senior
notes due 2028 issued by Studio City Finance on July 15, 2020;

•

 “2029 Senior Notes” refers to the US$1.15 billion aggregate principal amount of 5.375% senior
notes due 2029 issued by Melco Resorts Finance, of which US$900.0 million in aggregate principal amount was issued on December 4, 2019 and US$250.0 million in aggregate principal amount was issued on January 21, 2021;

•

 “2029 Studio City Notes” refers to the US$1.1 billion aggregate principal amount of 5.00% senior
notes due 2029 issued by Studio City Finance, of which US$750.0 million in aggregate principal amount was issued on January 14, 2021 and US$350.0 million in aggregate principal amount was issued on May 20, 2021;

 2

•

 “2032 Senior Notes” refers to the US$750.0 million aggregate principal amount of 7.625% senior
notes due 2032 issued by Melco Resorts Finance on April 17, 2024;

•

 “ADSs” refers to our American depositary shares, each of which represents three ordinary shares;

•

 “Altira Macau” refers to an integrated resort located in Taipa, Macau;

•

 “Altira Resorts” refers to our subsidiary, Altira Resorts Limited (formerly known as Altira
Developments Limited), a Macau company through which we hold the land and building for Altira Macau and operate hotel and certain other non-gaming businesses at Altira Macau;

•

 “Bluehaven Services” refers to our subsidiary, Bluehaven Services (Private) Limited, a company
incorporated in Sri Lanka;

•

 “board” and “board of directors” refer to the board of directors of our Company or a duly
constituted committee thereof;

•

 “CGC” means the Cyprus Gaming and Casino Supervision Commission;

•

 “China” or “PRC” refers to the People’s Republic of China, including the Hong Kong Special Administrative Region of the People’s Republic of
China (“Hong Kong”) and the Macau Special Administrative Region of the People’s Republic of China (“Macau” or “Macau SAR”), except when referencing specific laws and regulations adopted by the People’s
Republic of China and other legal and tax matters applicable only to mainland China. The legal and operational risks associated with operating in mainland China may also apply to our operations in Hong Kong and Macau;

•

 “City of Dreams” refers to an integrated resort located in Cotai, an area of reclaimed land located
between the islands of Taipa and Coloane in Macau, which currently features gaming areas and luxury hotels, including a collection of retail brands, a wet stage performance theater (temporarily closed since June 2020) and other entertainment venues;

•

 “City of Dreams Manila” refers to an integrated resort located within Entertainment City, Manila;

•

 “City of Dreams Mediterranean” refers to an integrated resort located in Limassol, Cyprus;

•

 “City of Dreams Sri Lanka” refers to an integrated resort located in Colombo, Sri Lanka;

•

 “COD Resorts” refers to our subsidiary, COD Resorts Limited (formerly known as Melco Crown (COD)
Developments Limited), a Macau company through which we hold the land and buildings for City of Dreams, operate hotel and certain other non-gaming businesses at City of Dreams and provide shared
services within the Company;

•

 “Concession Contract” refers to the concession contract executed between the Macau SAR and Melco
Resorts Macau on December 16, 2022, that provides for the terms and conditions of the concession granted to Melco Resorts Macau, which expires on December 31, 2032;

•

 “Cyprus Acquisition” refers to our acquisition of a 75% equity interest in ICR Cyprus from Melco
International with the issuance of 55.5 million ordinary shares as consideration pursuant to the definitive agreement entered into between us and Melco International on June 24, 2019 and completed on July 31, 2019;

•

 “Cyprus Casinos” refers to our satellite casinos in Cyprus, which, as of the date of this annual
report, comprise properties in Nicosia, Ayia Napa and Paphos;

•

 “Cyprus License” refers to the gaming license granted by the government of Cyprus to Integrated
Casino Resorts on June 26, 2017 to develop, operate and maintain an integrated casino resort in Limassol, Cyprus (and until the operation of such integrated casino resort, the operation of a temporary casino in Limassol) and up to four
satellite casino premises in Cyprus, for a term of 30 years from the date of grant and with the right for exclusivity in Cyprus for the first 15 years of the term;

 3

•

 “Nobu Manila” refers to the hotel development located in City of Dreams Manila branded as Nobu Hotel
Manila;

•

 “Nüwa Manila” refers to the hotel development located in City of Dreams Manila branded as
Nüwa Hotel Manila, formerly branded as the Crown Towers hotel;

•

 “our concession” and “our gaming concession” refer to the Macau gaming concession held by
Melco Resorts Macau, effective from January 1, 2023 until December 31, 2032;

•

 “PAGCOR” refers to the Philippines Amusement and Gaming Corporation, the Philippines regulatory body
with jurisdiction over all gaming activities in the Philippines except for lottery, sweepstakes, cockfighting, horse racing and gaming inside the Cagayan Export Zone;

•

 “PAGCOR Charter” refers to the Presidential Decree No. 1869, of the Philippines;

•

 “Philippine License” refers to