Mail Stop 7010

March 21, 2006

Via U.S. mail and facsimile

Brian R. Gamache
Chief Executive Officer
WMS Industries, Inc.
800 South Northpoint Boulevard
Waukegan, IL  60085

	RE:	WMS Industries, Inc.
Form 10-K for the fiscal year ended June 30, 2005
Form 10-Q for the fiscal quarters ended December 31, 2005 and
September 30, 2005
		File No. 1-8300


Dear Mr. Gamache:

      We have reviewed your response letter dated March 15, 2006
and
have the following additional comments.  If you disagree, we will
consider your explanation as to why our comments are inapplicable.
In 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 raise additional comments.

Form 10-K for the Fiscal Year Ended June 30, 2005

Financial Statements

Statements of Operations, page F-5
1. We read your response to our comment 1 from our letter dated
February 22, 2006 and have the following comments.

* Your response describes the activity and responsibilities of
your
technicians, which include installations, performing routine
maintenance on participation gaming machines owned by you and
performing general maintenance on the equipment owned by your
customers.  Please clarify how you have determined that the
installations costs are inconsequential given your disclosure in
MD&A
that overtime and temporary contract labor for game installs was a
material component in the fluctuation of your selling and
administrative costs as well as the fact that you indicate in your
response that you do not separately track detail time records
devoted
to the installation of gaming machines versus on-going maintenance
of
such machines.
* Tell us the facts and circumstances surrounding the "certain
circumstances" in which you install gaming machines sold to
customers.  Address how often and to which customers you provide
this
service.  Notwithstanding the fact that you do not charge for
installation services and your sales contracts do not provide for
deferral of a portion of the sales price until installation is
complete, address the guidance in EITF 00-21 as this Issue applies
to
all deliverables (that is, products, services, or rights to use
assets) within contractually binding arrangements (whether
written,
oral, or implied).
* In addition, it remains unclear to us from your current response
why the costs associated with performing routine maintenance on
participation gaming machines and overtime and temporary contract
labor for game installs and participation placements would not be
considered a component of your costs of sales.  As previously
requested, please tell us how you determined these costs should be
classified as selling and administrative expenses, rather than as
a
component of your costs of sales.

Statements of Cash Flows, page F-7
2. We note your response to prior comment 3 from our letter dated
February 22, 2006 and have the following comments.
* We note your reference to paragraph 87 of SFAS 95 which
indicates
that the appropriate classification of cash flows should generally
depend on the nature of the activity that is likely to be the
predominant source of cash flows for the item.  We assume that
this
is why you have included the additions to gaming operations
machines
as an investing activity rather than as an operating activity.
That
is, the predominant source of cash flows for this item will come
from
the leasing of these machines.  Based on your classification of
the
purchases of gaming operations as an investing activity, we
believe
that any proceeds from the sale of these machines should be also
be
classified as an investing activity.  Refer also to paragraph 24
of
SFAS 95.
* We note that you do not internally track sales of used games
derived from trade-ins separately from sales of used games related
to
those previously placed on a participation basis "...due to the
relatively immateriality of these sales of used games compared to
total revenues and because such statistics would not yield
sufficient
business value give the cost to obtain the information".  However,
given the net book value of participation machines transferred
back
into inventory in 2005 and 2003, it is unclear to us whether the
reclassification of the related cash flows from the subsequent
sale
of these assets to investing activities could materially impact
your
cash flows from operating activities for the periods presented.
Please advise.
3. We read your response to our comment 4 from our letter dated
February 22, 2006.  Please note that we do not agree with your
conclusion that the disclosure provided in on page F-8 was
prominent.
In addition, we do not believe such disclosure adequately
explained
the reasons why you changed the classification of your cash flows
related to your investment and advances in other assets line item.
Ensure future filings adequately and prominently disclose changes
in
the manner of, or basis for, presenting corresponding items for
two
or more periods.  In this regard, given the significance of this
line
item to your statement of cash flows, please separately present
this
line item in your balance sheet and provide a footnote that
identifies the significant components of such asset.

*    *    *    *

      As appropriate, please respond to this comment within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comment
and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your response to our comment.








      If you have any questions regarding these comments, please
direct them to Meagan Caldwell, Staff Accountant, at (202) 551-
3754
or, in her absence, Jeanne Baker, Assistant Chief Accountant, at
(202) 551-3691.


							Sincerely,



							Rufus Decker
							Accounting Branch Chief


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Brian R. Gamache
WMS Industries, Inc.
March 14, 2006
Page 1 of 4




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

         DIVISION OF
CORPORATION FINANCE