* Rank Group, 888 say do not intend to make an offer
* William Hill says clear plan to diversify digitally
* William Hill sees FY operating profit at top end ofguidance
* William Hill shares close down 1.5 pct
* Rank Group shares closed down about 1 pct
* 888 shares closed up 2.37 pct (Adds background, shares)
Aug 18 (Reuters) - Casino and bingo hall operator Rank GroupPlc and online gambling company 888 Holdings Plc ended efforts to take over rival British bookmaker William HillPlc days after a revised offer was rejected.
Rank and 888 had wanted to join up with William Hill tocreate Britain's largest multi-channel gambling operator byrevenue and profit, with 92 percent of its business fromregulated markets.
But the two companies said in a joint statement on Thursdaythey had not been able to meaningfully engage with WilliamHill's board and did not intend making an offer.
Gambling faces higher taxes and tighter regulation, and aseries of mergers has intensified competition as firms marketthemselves to younger sports fans betting via mobile apps.
Rank and 888 had estimated that the three-way deal wouldresult in savings of 100 million pounds a year from lowerthird-party fees and reduced IT spending.
However, William Hill spurned the consortium's initial 3.16billion-pound cash-and-shares proposal, saying it substantiallyundervalued the business. It rejected a revised takeoverproposal on Monday, saying it continued to see no merit inengaging with the consortium.
Britain's biggest bookmaker at the start of 2015, WilliamHill is set to lose its leading market position in the gamblingsector as rival Ladbrokes Plc overtakes it in number ofbetting shops when it merges with Gala Coral later this year.
William Hill was quick to embrace Britons' changing gamblinghabits, such as placing bets online using smartphones andtablets, often "in play" while watching sport like soccer on TV,but its lead has vanished as its apps failed to retain punters.
The company sacked its chief executive in July and earlierthis month reported a 16 percent fall in first-half operatingprofit.
On Thursday, William Hill noted the consortium's decisionand said it had a clear plan to grow by diversifying digitallyand internationally.
It also said it expects operating profit for 2016 to be atthe top end of its previous forecast of 260 million to 280million pounds, citing a better than expected Euro 2016 outturnand stronger growth in gaming machine net revenue.
Shares in William Hill closed down 1.5 percent at 303.1pence on the London Stock Exchange. 888's shares closed up 2.37percent at 205 pence, while Rank Group's shares closed downabout 1 percent at 221.6 pence.($1 = 0.7611 pounds) (Reporting by Pranav Kiran in Bengaluru; editing by SusanThomas)