Mail Stop 03-05
      January 10, 2005

Mr. T.M. Williams
President and Chief Executive Officer
Bingo.com, Inc.
Suite 1405, 1166 Alberni Street
Vancouver, British Columbia, Canada V6E 3Z3

Re:	Bingo.com, Inc.
	Amendment No. 1 to Form S-4 filed December 21, 2004
	File No. 333-120120

Dear Mr. Williams,

      We have reviewed selected portions of your filing and have
the
following comments.  Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

General

1. We note your supplemental response to our prior comment 4 but
reissue the comment in part.  Please tell us whether any materials
were provided to the majority stockholders prior to their decision
to
approve the proposed transaction by written consent, and if so,
describe those materials for us.

The Merger, page 19

2. Please revise the first sentence of the introductory paragraph
to
reflect that the information statement/prospectus must be
"declared
effective" by the SEC, not "approved" by the SEC because that
statement is not accurate.  We note your revised disclosure in the
summary subsection "What is Needed to Complete the Merger" in this
regard.

3. Furthermore, please include mention of the 20-day waiting
requirement under our proxy rules in the introductory paragraph.

Bingo Anguilla`s Reasons for the Merger, page 20

4. We note from your response to prior comment 22 your statement
that
you have included a discussion of alternatives that were
considered;
however, we are unable to locate where in the "Reasons for the
Merger" section you have discussed any alternatives that were
considered.  Please clarify.

5. Furthermore, we note that your revised disclosure in response
to
prior comment 22 includes just one potential drawback to the
transaction that you considered.  Supplementally confirm that was
the
only drawback considered, and that there were no potential
drawbacks
relating to, for example, the differences between the rights of
shareholders as a Florida corporation, and as an Anguilla, British
West Indies corporation.

Bingo.com Domain Name, page 35

6. We note your response to our prior comment 31.  You state that
Mr.
Williams was neither a director nor officer at the time of the
sale
of the domain name.  If material, please further clarify the
specific
nature of his relationship to, or role with, the company at that
time.

Free Bingo Business, page 36

7. Please more clearly state the nature of the "multiple revenue
streams" you have built with online merchants, and clarify how
these
referral fees work.  It appears from your discussion in the "build
multiple revenue streams" section that you only have 3 such
relationships at this time. Also consider a specific cross-
reference
to that later section.

Overview, page 45

8. We note your supplemental response to our prior comment 40. We
suggest that you include some version of this discussion in the
registration statement.

Voting Rights, page 56

9. We note your response to our prior comment 43.  Please clarify,
if
true, that the bylaws of both Bingo Anguilla and Bingo Florida
require that the Company`s share register be kept at its
registered
office.  In addition, please consider disclosing any information
you
may deem relevant regarding shareholder access to corporate
records.

Certain Relationships and Related Transactions, page 63

10. Please clarify the dates on which the debts described in the
first three paragraphs were incurred, and the purpose of the loan
amounts with year-end dates you have included in parenthesis.

11. In addition, please identify the company owned by T.M.
Williams
in the second and third paragraphs.

12. In the fourth paragraph of this section, please clarify which
company was issued 200,000 common stock purchase warrants, and on
what date those warrants were issued.

13. We note your response to our prior comment 48.  Please further
confirm that the related party agreements identified in this
section
are not material under Item 601(b)(10) of Regulation S-K, and
therefore, you have not filed them as exhibits.

Exhibit 8.1

14. We re-issue our prior comment 55 with respect to Exhibit 8.1.
Please revise the penultimate paragraph of Jay Eaton`s opinion, to
remove the language limiting investor reliance on the opinions.

Closing

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      Please contact Daniel Morris at (202) 824-5228 or me at
(202)
942-2936 with any questions.


      Regards,



Sara W. Dunton
Branch Chief
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Bingo.com, Inc.
January 10, 2005
Page 1