SecProbe.io

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

DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
  February 16, 2010

Via U.S. Mail and facsimile

Peter M. Carlino
Chairman and Chief Executive Officer Penn National Gaming, Inc. Wyomissing Professional Center 825 Berkshire Blvd., Suite 200 Wyomissing, PA  19610

Re:  Penn National Gaming, Inc.
Registration Statement on Form S-4
  Filed January 25, 2010
  File No. 333-164505

Dear Mr. Carlino:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. We note that you are registering the 8 ¾%  Senior Subordinate d Notes due 2019 in
reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No-
Action Letter (April 13, 1988).  See  also Morgan Stanley & Co. Inc., SEC No-

Peter M. Carlino
Penn National Gaming, Inc.
February 16, 2010
Page 2

Action Letter (June 5, 1991) and Shea rman & Sterling, SEC No-Action Letter
(July 2, 1993).  Accordingly, with the next  amendment, please provide us with a
supplemental letter stating th at you are registering the exchange offer in reliance
on our position contained in these lett ers and include the representations
contained in the Morgan Stanley and Shearman & Sterling no-action letters.

* * * * *

As appropriate, please amend your filing and respond to these comments within
ten business days or tell us when you will prov ide us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 filing;

• staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and

• the company may not assert staff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Peter M. Carlino
Penn National Gaming, Inc.
February 16, 2010
Page 3

You may contact Michelle Lacko at (202) 551-3240 or me at (202) 551-3412 with
any other questions.

 Regards,     Amanda L. Ravitz  Branch Chief - Legal

cc:  Rodrigo Guerra, Jr.  Skadden, Arps, Slate, Meagher & Flom LLP  Fax:  (213) 687-5600