Mail Stop 0407
      							May 3, 2005

Via U.S. Mail and Fax (605) 988-1323
Mr. Gary H. Ritondaro
Chief Financial Officer
LodgeNet Entertainment Corporation
3900 West Innovation Street
Sioux Falls, South Dakota   57107

	RE:	LodgeNet Entertainment Corporation
      Form 10-K for the fiscal year ended December 31, 2004
		Filed March 16, 2005
		File No. 0-22334

Dear Mr. Ritondaro:

      We have reviewed the above referenced filing and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.  Please address the following
comments in future filings.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a future
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.

	Please understand that 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.  We 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.




Form 10-K
For the year ended December 31, 2004

Item 7 - Management`s Discussion and Analysis of Financial
Condition
and Results of Operations.

Liquidity and Capital Resources

	Obligations and Commitments as of December 31, 2004 (in
thousands), page 23.

1. Tell us the nature of derivative instruments totaling $ 5.8
million as reported in the balance sheet but excluded from the
above
table.

2. Please disaggregate the components of "Other long-term
obligations" and separate operating leases from the "Other long-
term
liability" as captioned in the balance sheet. Please present the
cash
payments due to Hilton Hotels on an undiscounted basis.

Critical Accounting Policies, page 37.

3. We note that you may have certain revenue arrangements which
consist of multiple elements. Please clarify your disclosure to
discuss the separate units of accounting in a typical revenue
arrangement and your allocation of consideration to each.  Refer
to
EITF 00-21.

Consolidated Statements of Operations, page F-5.

4.  It appears that certain depreciation and amortization expenses
are directly related to property and equipment used in producing
or
generating revenue.  Revise your presentation to comply with  SAB
Topic 11.B by reclassifying the depreciation (and amortization)
applicable to cost of revenues or removing the caption gross
profit
and indicating that cost of revenues excludes depreciation and
amortization shown below.

5. Refer to the captions total direct costs (exclusive of other
operating expenses shown separately below) and gross profit
(exclusive of depreciation shown separately below). It appears
that
Guest pay operations constitute costs and expenses applicable to
cost
of revenues.  Please revise your presentation to clearly identify
cost of revenue items in the consolidated statements of
operations.
Refer to Rule 5-03(b)(2) of Regulation S-X. It is also
inappropriate
to present gross profit exclusive of other cost of revenues such
as
guest pay operations.

Notes to Consolidated Financial Statements.

Note 2 - Summary of Significant Accounting Policies.

	Significant Vendors, page F-10.

6. Tell us how you account for the revenues and costs related to
your
agreement with DirectTV. Refer to EITF 99-19.

Note 7 - Intangible Assets, page F-15.

7. We note that you were obligated to pay Hilton a certain sum
with a
present value of $ 5.8 million as consideration for "the right to
provide Internet on television access and television on-demand
programming services to participating hotels and the right to
independently pursue and further develop interactive television
content."  Tell us the nature of the incremental economic benefits
that you expect to receive in connection with this payment.  How
did
you determine the fair value and useful life of the underlying
asset?
Are the Hilton hotels the only current subscribers to your
Internet
access services? Refer to paragraphs 9 and 11 of SFAS 142 and
paragraph 28 of CONS 6.

Note 13 - Warrants, page F-21.

8. We note your accounting for warrants issued to Hilton hotel
franchisees. Tell us your consideration of Issue 2 of EITF 01-9
during the last two years.  Refer to Example 4 in Exhibit 01-09B.

Note 15 - Income Taxes, page F-21.

9. Please disclose the significant components of income tax
benefit
during each of the last three years.  Refer to paragraphs 45 and
47
of SFAS 109.

10. Please disclose the net change (additions/ usage) in your tax
valuation account during the year.  Refer to paragraph 43 of SFAS
109.

*    *    *    *
      Please respond to these comments 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 comments and provides any
requested supplemental information.  Please file your response
letter
on EDGAR.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Kathryn Jacobson, Staff Accountant, at (202)
551-3365 or  Ivette Leon, Assistant Chief Accountant, at (202)
551-
3351 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3810
with any other questions.

							Sincerely,



							Larry Spirgel
							Assistant Director



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Mr. Gary Ritondaro
LodgeNet Entertainment Corporation
May 3, 2005
Page 4



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

         DIVISION OF
CORPORATION FINANCE