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    1271 Avenue of the Americas

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    January 14, 2025
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VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

    Attention:
    Jeffrey Lewis

    Shannon Menjivar

    Ruairi Regan

    Pam Howell

 Re: Bally’s
                                            Chicago, Inc.
 Amendment No. 2 to
 Registration Statement on Form S-1

                                                                                Filed December 27,
                                            2024

                                                                                File No. 333-283772

Ladies and Gentlemen:

On behalf of Bally’s Chicago, Inc.
(the “Company”), we submit this letter in connection with the filing of Amendment No. 3 to Registration
Statement on Form S-1 (the “Amendment No. 3”) which reflects the Company’s responses to the
comment letter received by the Company on January 7, 2025 from the staff (the “Staff”) of the Securities
and Exchange Commission (the “SEC”) regarding the above referenced Amendment No. 2 to Registration Statement
on Form S-1 previously filed by the Company on December 27, 2024 (the “Amendment No. 2”).

For ease of review, we have set forth below each
of the numbered comments of your letter in bold type followed by the Company’s responses thereto. Unless otherwise indicated, capitalized
terms used herein have the meanings assigned to them in Amendment No. 3 and all references to page numbers in such responses
are to page numbers in Amendment No. 3.

    January 14,
                            2025

    Page 2

Amended Registration Statement on Form S-1

Key Performance Indicators, page iii

 1. We note your disclosure that Temporary Casino Adjusted
                                            EBITDAR is a key performance indicator that is used to analyze the performance of your business.
                                            Please address the following:

 · We
                                            note that Temporary Casino Adjusted EBITDAR eliminates rent expense associated with triple
                                            net operating leases, expansion costs and management fees to Bally’s Corporation which
                                            appear to be normal, recurring, cash operating expenses necessary to operate your business.
                                            Please tell us how you determined it was appropriate to exclude these amounts from the measure.
                                            Refer to Question 100.01 of our Compliance & Disclosure Interpretations for Non-GAAP
                                            Financial Measures.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that, as disclosed in Note 12 of the Notes to
the Company’s Consolidated Financial Statements included in Amendment No. 3, during the third quarter of 2024, the Company updated its
operating and reportable segments to align with how the Company's business is being managed. A change in the way the Company's chief operating
decision maker makes operating decisions, assesses the performance of the business and allocates resources was driven by the Company taking
possession of the land underlying the permanent casino project during the quarter. As a result of this segment re-alignment, the Company
determined it had two operating and reportable segments: Temporary Casino and Permanent Casino. As a result of this update, the Company
utilizes Temporary Casino Adjusted EBITDAR to evaluate the financial performance of its Temporary Casino reportable segment. As such,
Temporary Casino Adjusted EBITDAR is a measure of the Company’s segment profitability disclosed in accordance with the requirements of
ASC 280, Segment Reporting, and it does not represent a non-GAAP measure as noted in C&DI 104.01 and 104.02.

    January 14,
2025

    Page 3

Prospectus Summary

Permanent Resort and Casino Run-Rate Performance, page 6

 2. We note the examples of hypothetical outcomes and information
                                            regarding performance of other casino operators in this section and your statement that the
                                            information provided is intended solely to offer context and does not constitute a projection
                                            or forecast of our future performance. Please explain the basis for your conclusion that
                                            this performance information should not be deemed a forecast or projection in accordance
                                            with Item 10(b) of Regulation S-K. Please also revise to clearly disclose any assumptions
                                            underlying these figures and disclosure clearly reflecting the differences between the scenarios
                                            presented.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that the sensitivity analysis is not intended
to be a forecast or projection as defined under Item 10(b) of Regulation S-K. Instead, it serves as an illustrative tool to
help potential investors understand the potential variability in the Company’s results under different hypothetical scenarios.
To address the Staff’s concern and enhance transparency, the Company has revised the disclosure on pages 6, 7, 133, 134 and
135 of Amendment No. 3 to (i) include a clear statement that the sensitivity analysis is not a forecast or projection and
should not be relied upon as such, (ii) provide a detailed explanation of the Company’s methodology, including the basis
for its assumptions and the limitations of the analysis, (iii) emphasize that the analysis is based on historical data and
reasonable assumptions derived from management’s industry experience and (iv) clarify that the selected variables in the
analysis were chosen based on their significant impact on the Company’s business performance. In addition, the Company has
added cautionary language highlighting the illustrative nature of the analysis and its limitations. The Company believes these
enhancements ensure compliance with Item 10(b) of Regulation S-K by providing a reasonable basis for the information presented
without overstating its predictive value. The Company further advises the Staff that it remains committed to transparent and
accurate disclosure and is open to discussing any further concerns or suggestions the Staff may have regarding its sensitivity
analysis presentation.

Illustrative Examples, page 23

 3. Please consider revising the tables on pages 26 and
                                            27 to reflect the illustrative amounts that holders of each class would be entitled to receive
                                            in the event of a sale prior to the repayment of the subordinated loans.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the tables on pages 27, 28 and 29 of Amendment No. 3.

    January 14,
2025

    Page 4

Management’s Discussion and Analysis of Financial Condition
and Results of Operations, page 120

 4. We note your disclosure on page 121 that in March,
                                            2024, you obtained a letter of support from Bally’s Corporation, pursuant to which
                                            Bally’s Corporation commits to fund all of your operating, investing, and financing
                                            activities through at least December 31, 2025. Please file the letter of support as
                                            an exhibit.

Response:
The Company respectfully acknowledges the Staff’s comment and has filed the letter of support as Exhibit 10.34 to
Amendment No. 3 in response to the Staff’s comment.

Transactions with Related Persons, page 161

 5. Please disclose the amount paid to BMG under the Temporary
                                            Services Agreement for the year ended December 31, 2023, rather than the nine months
                                            ended September 30, 2023.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 166 of Amendment No. 3.

General

 6. We note the concurrent private placements. Please disclose
                                            the exemption to be relied upon and discuss the sophistication of such purchasers. Please
                                            also clarify whether such purchasers are required to and will meet the Class A Qualification
                                            Criteria.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page and
page 183 of Amendment No. 3.

 7. Please update disclosure as of the most recent practicable
                                            date. For instance, we note that the beneficial ownership table is as of September 30,
                                            2024.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 2, 38, 58, 149 and 170 of Amendment No. 3.

* * *

    January 14,
2025

    Page 5

We hope the foregoing answers are responsive to
your comments. Please do not hesitate to contact me by telephone at (212) 906-1834 with any questions or comments regarding this correspondence.

    Very
    truly yours,

    /s/
    Senet Bischoff

    Senet
    Bischoff

    of
    LATHAM & WATKINS LLP

    cc:
    (via email)

    Ameet Patel, Bally’s Chicago, Inc.

    Sony Ben-Moshe, Esq., Latham & Watkins LLP

    John Slater, Esq., Latham & Watkins LLP