Accel Entertainment, Inc.
140 Tower Drive
Burr
Ridge, Illinois 60527
(630) 972 -2235
February 18, 2020
VIA EDGAR
United States Securities and Exchange Commission
Division of
Corporation Finance
100 F Street, N.E.
Washington, D.C.
20549
Re:
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Accel Entertainment, Inc.
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Registration Statement on Form S-3
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Ladies and Gentlemen:
Pursuant to Rule 477 (Rule
477) under the Securities Act of 1933, as amended (the Securities Act), Accel Entertainment, Inc., a Delaware corporation (the Registrant), hereby requests that the Securities and Exchange Commission
(the Commission) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Registrants Registration Statement on Form S-3 filed
with the Commission on December 12, 2019, File No. 333-235487, together with all exhibits thereto (collectively, the Registration Statement).
The Registrant requests withdrawal of the Registration Statement in response to the Commissions written comments on January 6, 2020 and on
February 7, 2020, pursuant to which the Commission stated that the Registrant is not eligible to use Form S-3. The Registrant will be filing a new registration statement on Form S-1 as soon as practicable after the submission of this request. The Registrant confirms that no securities have been sold pursuant to the Registration Statement. Furthermore, the Registrant believes that the
withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by paragraph (a) of Rule 477.
It is the Registrants understanding that this application for withdrawal of the Registration Statement will be deemed granted at the time filed with the
Commission unless, within fifteen calendar days after such date, the Registrant receives notice from the Commission that this application will not be granted.
The Registrant requests, in accordance with Rule 457(p) under the Securities Act, that all fees paid to the Commission in connection with the filing of the
Registration Statement be credited to the Registrants account to be offset against the filing fee for the filing of any future registration statement or registration statements.
If you have any questions regarding this application for withdrawal, please contact the Registrants legal counsel, Nicolas H.R. Dumont of
Fenwick & West LLP, at (212) 430-2679.