| ALBANY |
| AMSTERDAM |
| ATLANTA |
| AUSTIN |
| BERLIN** |
| BOSTON |
| BRUSSELS** |
| CHICAGO |
| DALLAS |
| DELAWARE |
| DENVER |
| FORT LAUDERDALE |
| HOUSTON |
| LAS VEGAS |
| LONDON* |
| LOS ANGELES |
| MIAMI |
| MILAN** |
| NEW JERSEY |
| NEW YORK |
| ORANGE COUNTY |
| ORLANDO |
| PALM BEACH COUNTY |
| PHILADELPHIA |
| PHOENIX |
| ROME** |
| SACRAMENTO |
| SAN FRANCISCO |
| SHANGHAI |
| SILICON VALLEY |
| TALLAHASSEE |
| TAMPA |
| TYSONS CORNER |
| WASHINGTON, D.C. |
| WHITE PLAINS |
| *OPERATES AS GREENBERG TRAURIG MAHER LLP |
| **STRATEGIC ALLIANCE |
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Daniel K. Donahue
Tel 949.732.6500
Fax 949.732.6501
donahued@gtlaw.com
July 26, 2011
101151.010100
VIA EDGAR & FACSIMILE
703.813.6968
Jay Ingram, Legal Branch Chief
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Re: |
| Entertainment Gaming Asia Inc. |
|
| Registration Statement on Form S-3 Filed November 1, 2010 |
|
| File No. 333-170246 |
Dear Mr. Ingram:
On behalf of our client, Entertainment Gaming Asia Inc., a Nevada corporation (the “Company”), we are responding to the staff’s comment letter to Clarence Chung, Chief Executive Officer of the Company, dated June 28, 2011. A responsive pre-effective Amendment No. 2 (the “Amendment”) to the above-referenced registration statement on Form S-3 (“Registration Statement”) has been filed concurrently herewith via Edgar. In addition, the Company is filing at this time via Edgar its request for acceleration of effectiveness of the registration statement pursuant to Rule 461 of the Securities Act of 1933.
The Company’s responses to the staff’s comment letter dated June 28, 2011 are set forth below and numbered in a manner that corresponds to the order of the comments contained in the staff’s letter.
1. The registration statement and opinion of counsel have been revised throughout to delete all references to the offering of a combination of shares and warrants. As noted earlier, it is not the Company intention to offer for sale “units” of its securities by way of the registration ion statement.
2. Please note that Item 16 includes a reference to the form of common stock purchase warrant as part of Exhibit 4.3.
GREENBERG TRAURIG, LLP · ATTORNEYS AT LAW · WWW.GTLAW.COM
3161 Michelson Drive, Suite 1000 · Irvine, California 92612 · Tel 949.732.6500 · Fax 949.732.6501
The Company has endeavored to fully respond to the staff’s comments set forth in its letter dated June 28, 2011. Thank you in advance for your review. Please contact the undersigned with any questions or comments at (949) 732-6557.
| Very truly yours, |
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| /s/ Daniel K. Donahue |
| Daniel K. Donahue |
Enclosure
cc: |
| Entertainment Gaming Asia Inc. |
|
| Ernst & Young |