Mail Stop 7010


September 21, 2005


Via U.S. mail and facsimile

Mr. Gehrig H. White
Chief Executive Officer
PokerTek, Inc.
1020 Crews Road, Suite J
Matthews, NC 28106

Re: 	PokerTek, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 13, 2005
File No. 333-127181

Dear Mr. White:

      We have reviewed your amended filing and your response and
have
the following comments.  We welcome any questions you may have
about
our comments or 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 read your responses to comments 40 and 53 of our letter
dated
August 30, 2005 regarding the second sentence of the introductory
paragraph of the section entitled "Description of Capital Stock"
and
the fourth and fifth sentences of the first paragraph of the
section
entitled "Where You Can Find More Information."  You may not
qualify
the disclosure in your prospectus by reference to disclosure
located
outside of your prospectus.  Please refer to Rule 411 of
Regulation
C.  In addition, your disclosure must be materially complete as
investors are entitled to rely solely on your disclosure.  Please
either revise these sentences to comply with Rule 411 of
Regulation C
or delete them.

Dilution, page 20

2. We read your response to comment 16 of our letter dated August
30,
2005 and we reissue the comment.  Please refer to Item 506 of
Regulation S-K.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 22

Critical Accounting Policies-Equity-Based Compensation, page 25

3. We note in your response to comment 60 of our letter dated
August
30, 2005 that the fair value of your common stock was
contemporaneously made by the Company`s Board of Directors upon
the
grant date.  Valuations performed by the board of directors, who
are
not independent of your company, generally would not provide
credible
support for asserted fair values substantially lower than the IPO
price, particularly for grants issued within a few months of the
IPO.
In this regard, please expand this section to include the
following
information relating to the 2005 stock option grants through June
30,
2005:

* A comprehensive discussion of the significant factors,
assumptions
and methodologies used in determining the fair value of your
common
stock,

* The valuation alternative selected (i.e., market, income or
asset-
based approach) and the reason management chose not to obtain a
valuation by an unrelated valuation specialist, and

* A discussion of each significant factor contributing to the
difference between the fair values, as of each grant date, and the
estimated IPO price.

Description of our Business, page 27

Market Segments, page 30

4. We note the disclosure in the second sentence of this section
and
in the section entitled "Overview of our Business" on page 27
regarding your agreement with the Seminole Tribe.  Please file
this
agreement as an exhibit to your registration statement.

Financial Statements, page F-1

Note 8-Stockholders` Equity, page F-13

5. Since your 2005 option grants were issued within twelve months
of
the date of the most recent balance sheet included your
registration
statement, please revise your disclosure to include the
information
you previously provided supplementally in your response to comment
60
of our letter dated August 30, 2005.  The information presented
should be through June 30, 2005.

*	*	*	*

      As appropriate, please amend your registration statement 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 that is filed on EDGAR with your amendment that keys
your responses to our comments and provides any requested
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.

      You may contact Dale Welcome, Staff Accountant, at (202)
551-
3865 or, in his absence, John Cash, Accounting Branch Chief, at
(202)
551-3768 if you have questions regarding comments on the financial
statements and related matters.  Please contact Andrew Schoeffler,
Staff Attorney, at (202) 551-3748 or, in his absence, the
undersigned
at (202) 551-3760 with any other questions.

Sincerely,



Pamela A. Long
Assistant Director


cc:	Mr. Robert M. Donlon, Esq.
Elizabeth O. Derrick, Esq.
Womble Carlyle Sandridge & Rice, PLLC
One Wachovia Center
301 South College Street, Suite 3500
Charlotte, NC 28202

Mr. William M. Mower, Esq.
Alan M. Gilbert, Esq.
Maslon Edelman Borman & Brand, LLP
90 South 7th Street, Suite 3300
Minneapolis, MN 55402
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Mr. Gehrig H. White
PokerTek, Inc.
September 21, 2005
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
  CORPORATION FINANCE