CONFIDENTIAL

September 26, 2013

VIA HAND AND BY EDGAR

Jay Ingram

Legal Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

RE: SHFL entertainment, Inc. (the “Company”)

Preliminary Proxy Statement on Schedule 14A

Filed August 23, 2013

File No. 000-20820 (the “Preliminary Proxy Statement”)

Dear Mr. Ingram:

Following up on the conversations between Kamyar Daneshvar and Howard Ellin, of Skadden, Arps, Slate, Meagher & Flom LLP, and as a supplement to the response letter delivered to the SEC on September 23, 2013 (the “Response Letter”), we hereby acknowledge to the Staff of the Office of Mergers & Acquisitions, Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC” or the “Commission”) that:

• the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

• Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Jay Ingram

Securities and Exchange Commission

September 26, 2013

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Please contact the undersigned at 702-492-8880 should you require further information or have any questions.

Very truly yours,

/s/ Katie S. Lever

Katie S. Lever

cc: Kamyar Daneshvar, Staff Attorney, Securities and Exchange Commission

Howard L. Ellin, Skadden, Arps, Slate, Meagher & Flom LLP

Richard C. Witzel, Jr., Skadden, Arps, Slate, Meagher & Flom LLP

Kyle T. Seifried, Skadden, Arps, Slate, Meagher & Flom LLP

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