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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.

                                            Amendments No. 4 and 5 to

                                            Registration Statement on Form S-1

                                            Filed January 29, 2025 and January 31, 2025

                                            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. 6 to Registration
Statement on Form S-1 (the “Amendment No. 6”) which reflects the Company’s responses to the
comment letter received by the Company on February 11, 2025 from the staff (the “Staff”) of the Securities
and Exchange Commission (the “SEC”) regarding the above referenced Amendments No. 4 and 5 to Registration
Statement on Form S-1 previously filed by the Company on January 29, 2025 and January 31, 2025.

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. 6 and all references to page numbers in such responses
are to page numbers in Amendment No. 6.

February 12, 2025

Page 2

Amendment to Form S-1

General

 1. We note the disclosure that the Host Community Agreement
                                            requires that 25% of Bally’s Chicago OpCo’s equity be owned by individuals that
                                            are women or Minorities or woman- or Minority-owned and controlled entities no later than
                                            12 months following the effective date of the agreement, or such later date as may be determined
                                            by the City of Chicago. Please revise to clarify the effective date of the agreement, and
                                            if more than 12 months have passed from the effective date, whether the City of Chicago has
                                            agreed to a later date. If so, please file any amendment or agreement relating to this extension
                                            as an exhibit. In addition, we note the disclosure that in the event less than $250 million
                                            in aggregate amount of gross proceeds from Class A Interests and corresponding Subordinated
                                            Loans are received in this offering and the concurrent private placement transactions, Bally’s
                                            Corporation intends to cause Bally’s Chicago HoldCo to provide additional funding to
                                            Bally’s Chicago Inc. in an amount equal to such shortfall, which may include purchasing
                                            class A interests. Please clarify how the inability to raise the full amount in this offering
                                            and additional funding by Bally’s Chicago HoldCo would impact compliance with the Host
                                            Community Agreement and any associated risks.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page and
pages 14 and 22 of Amendment No. 6 to disclose that the Company regularly communicates with the City of Chicago and
provides updates regarding its compliance with the City’s requirement under the Host Community Agreement that 25% of its
ownership be held by individuals or entities that meet the Class A Qualification Criteria, including the original time frame
set forth in the Host Community Agreement. The Company further advises the Staff that it believes it is engaging in its best efforts
to meet such requirements and intends to continue to engage in its best efforts to meet such requirements in the future.

 2. We note several legal challenges commenced against you
                                            in connection with this offering. Please revise the registration statement to provide disclosure
                                            relating to these challenges, including risk factor disclosure and legal proceedings under
                                            Item 103 of Regulation S-K. Please also discuss the potential outcomes of the challenges
                                            and any potential impacts upon investors in this offering and on the company. Your disclosure
                                            should address specifically the potential outcomes of any litigation including, without limitation,
                                            the effect on the Host Community Agreement, including any limits on the enforceability of
                                            the agreement and, if the agreement could be terminated, the specific impact of such termination
                                            on the company; the potential impact on your gambling license or renewal; and the specific
                                            impacts on the offering and on the company, economic or otherwise, in the event of an adverse
                                            judgment. Please ensure your disclosure addresses potential outcomes that may occur either
                                            before or after closing of the offering.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 85, 155 and 156 of Amendment
No. 6.

Prospectus Summary

Permanent Casino and Resort Illustrative Examples of Performance
Based on Various

Assumptions, page 6

 3. We note your response to prior comment 2 that you are unable
                                            to provide a meaningful or reasonably accurate calculation or estimation of expenses. Given
                                            your response, it is unclear how the AGR numbers provided as illustrative examples represent
                                            a full and balanced presentation to investors. Please revise or advise.

Response: The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 5 and 139 of
Amendment No. 6 to remove the illustrative examples.

February 12, 2025

Page 3

Support Letter, page 17

 4. We note your disclosure that you obtained a support letter
                                            in January 2025 from Bally’s Corporation as they committed to fund all of your
                                            operating, investing, and financing activities through at least December 31, 2026. Please
                                            tell us in greater detail why you believe that you will be sufficiently capitalized through
                                            the fourth quarter of 2027, as disclosed on pages 15 and 151.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that while the support letter from Bally’s
Corporation states that Bally’s has committed to fund all of the Company’s operating, investing, and financing activities
through at least December 31, 2026, based on management’s estimates and expectations, the Company believes that with the proceeds
from the offering, the concurrent private placements and the Subordinated Loans, along with the Post-IPO Capital Commitment and the revenues
from the operations of its temporary casino and permanent casino and resort, it will be sufficiently capitalized to fund its operations
through the fourth quarter of 2027.

The Offering

Transfer Restrictions, page 39

 5. We note your revisions in response to prior comment 4;
                                            however, it remains unclear how and when the Class A-1, A-2 and A-3 Interests will be
                                            converted into Class A-4 Interests, including whether they will be converted on a class
                                            basis upon payment of the subordinated loans attributable to such class or only when the
                                            subordinated loans for all classes have been repaid. Please clarify.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages 37, 40,
45 and 84 of Amendment No. 6.

Unaudited Pro Forma Condensed Consolidated Financial Information

2. Offering and Transaction Accounting Adjustments, page 115

 6. Please revise footnote (c) to disclose the maturity
                                            date of the promissory notes to Bally’s Chicago HoldCo that will bear interest at a
                                            rate equal to 11.0% per annum.

Response:
The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 113 of Amendment
No. 6.

* * *

February 12, 2025

Page 4

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