United States securities and exchange commission logo





                              August 3, 2023

       Geoffrey Stuart Davis
       Executive Vice President and Chief Financial Officer
       Melco Resorts & Entertainment LTD
       71 Robinson Road #04-03
       Singapore 068895

                                                        Re: Melco Resorts &
Entertainment LTD
                                                            Form 20-F for
Fiscal Year Ended December 31, 2022
                                                            File No. 001-33178

       Dear Geoffrey Stuart Davis:

              We have limited our review of your filing to the submission
and/or disclosures as
       required by Item 16I of Form 20-F and have the following comments. In
some of our comments,
       we may ask you to provide us with information so we may better
understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 20-F for Fiscal Year Ended December 31, 2022

       Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 192

   1.                                                   We note your statement
that you reviewed public filings and stockholder lists of your
                                                        Company and Melco
International in connection with your required submission under
                                                        paragraph (a). Please
supplementally describe any additional materials that were
                                                        reviewed and tell us
whether you relied upon any legal opinions or third party
                                                        certifications such as
affidavits as the basis for your submission. In your response, please
                                                        provide a similarly
detailed discussion of the materials reviewed and legal opinions or
                                                        third party
certifications relied upon in connection with the required disclosures under
                                                        paragraphs (b)(2) and
(3).
   2.                                                   In order to clarify the
scope of your review, please supplementally describe the steps you
                                                        have taken to confirm
that none of the members of the board of you or your consolidated
                                                        foreign operating
entities are officials of the Chinese Communist Party. For instance,
                                                        please tell us how the
board members    current or prior memberships on, or affiliations
                                                        with, committees of the
Chinese Communist Party factored into your determination. In
                                                        addition, please tell
us whether you have relied upon third party certifications such as
 Geoffrey Stuart Davis
Melco Resorts & Entertainment LTD
August 3, 2023
Page 2
      affidavits as the basis for your disclosure.
3.    We note your disclosure beginning on page 79 that appears to indicate you
have
      consolidated foreign operating entities in Macau, the Philippines, and
Cyprus. Please note
      that Item 16I(b) requires that you provide disclosures for yourself and
your consolidated
      foreign operating entities, including variable interest entities or
similar structures.

             With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
           consolidated foreign operating entities are organized or
incorporated and provide the
           percentage of your shares or the shares of your consolidated
operating entities owned
           by governmental entities in each foreign jurisdiction in which you
have consolidated
           operating entities in your supplemental response.
             With respect to (b)(3) and (b)(5), please provide the required
information for you and
           all of your consolidated foreign operating entities in your
supplemental response.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

      Please contact Christopher Dunham at 202-551-3783 or Jennifer Gowetski at
202-551-
3401 with any questions.



                                                            Sincerely,
FirstName LastNameGeoffrey Stuart Davis
                                                            Division of
Corporation Finance
Comapany NameMelco Resorts & Entertainment LTD
                                                            Disclosure Review
Program
August 3, 2023 Page 2
cc:       David C. Lee
FirstName LastName