SecProbe.io

August 13, 2010

William J. Clifford Chief Financial Officer Penn National Gaming, Inc. 825 Berkshire Blvd., Suite 200 Wyomissing, Pennsylvania 19610
Re: Penn National Gaming, Inc.
Form 10-K: For the Fiscal Year Ended December 31, 2009
                        Filed on February 26, 2010
File No. 000-24206  Form 10-Q: For the Quarter Ended March 31, 2010
                        Filed on May 7, 2010
File No. 000-24206  Form 8-K
                        Filed on April  27, 2010
File No. 000-24206  Schedule 14A
                        Filed on April 30, 2010
File No. 000-24206

Dear Mr. Clifford:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within 10 business days by confirming that you will revise
your document in future filings and providing an y requested information.  If you do not believe
our comments apply to your facts and circumst ances, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

William J. Clifford Penn National Gaming, Inc.
August 13, 2010 Page 2

Form 10-K: For the Year Ended December 31, 2009

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations

Critical Accounting Policies

Goodwill and other intangible assets, page 39

1. We note your significant impairment charge s in 2009 and 2008.  To address the known
uncertainty that exists when material goodwill is allocated to a reporting unit that is at
risk of failing step one of an impairment test, please revise to disclose the:
• percentage by which fair value exceeded carrying value as of the most
recent step-one test
• amount of goodwill allocated to the unit
• description of key assumptions that drive fair value
• the uncertainty associated with th e key assumptions and any potential
events and/or circumstances that could have a negative effect

Results of Operations

Gaming Revenue, page 43

2. We note that you discuss certain factors to which changes are attr ibutable, but you do not
quantify some of these factor s. For example, you state that gaming revenue at Hollywood
Casino Lawrenceburg decreased by $11.4 million in 2009, primarily due to new
competitive pressures, the reduced capacity of, and subsequent temporary closure of, the casino as part of the transition to the new casino riverboat,  and decreases in consumer
spending on gaming activities caused by current  economic conditions, all of which were
partially offset by an increase due to the openi ng of the new casino rive rboat in late June
2009, but you do not quantify each of the different factors. In future filings please ensure
that all material factors ar e analyzed and quantified to the extent practicable.

Liquidity and Capital Resources, page 53

3. Please revise to discuss cash provided by operating activities in terms of cash.  For
example, discuss cash received from customers, cash paid to suppliers, etc.  Please refer
to section IV.B.1 of FR-72 for guidance.
4. With regard to your debt obligations, please revise to discuss, to the extent known, your currently anticipated plan for meeting your current and long -term contractual obligations.

William J. Clifford Penn National Gaming, Inc.
August 13, 2010 Page 3

Item 8. Financial Statements and Supplementary Data

Note 4. Summary of significant accounting Policies

Goodwill and Other Intangible Assets, page 72

5. Please tell us and disclose in future fi ling why you consider your gaming licenses and
racing permits to be indefin ite life intangibles assets.

Note 12. Commitments and Contingencies, page 89

6. Please tell us and disclose in future fi lings how you are accounting for the 3% tax
surcharge that you are paying into a protest f und. Additionally, please tell us and disclose
the total amount paid duri ng the year and your bala nce in the protest fund.

Form 10-Q for the Quarter Ended March 31, 2010
 Item 4. Controls and Procedures, page 38

7. Your disclosure here specifically refers to  only a portion of the disclosure controls and
procedures as defined in Exchange Act rule s 13a-15(e) and 15d-15(e).  That is, you did
not also indicate the portion of the disclosure controls and pr ocedures that are designed to
ensure that information required to be disc losed in reports filed or submitted under the
Act is accumulated and communicated to mana gement as appropriate to allow timely
decisions regarding required di sclosure.  Although th ere is no requirement to disclose the
full definition, specific refere nce to only a portion of the de finition gives the appearance
of limiting management’s conclusion solely to  the portion referred to.  Please represent to
us and revise future filings for management ’s conclusion in regard to the company’s
disclosure controls and procedures as fully defined in Exchange Ac t rules 13a-15(e) and
15d-15(e).

Form 8-K Filed on April 27, 2010

8. As net income is being adjusted for other items  in addition to interest, taxes, depreciation
and amortization such as charge for stock co mpensation, please revise future disclosure
to properly title the measure “Adjusted EBITDA”  or similar, as appropriate. Please refer
to question 103.01of the Compliance and Di sclosure Interpretation on Non-GAAP
Financial Measures rele ased on January 11, 2010 for further guidance.

William J. Clifford Penn National Gaming, Inc. August 13, 2010 Page 4

Schedule 14 A

Risk Oversight, page 4

9. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the basis for your conclusion that disclosure is not
necessary and describe the process yo u undertook to reach that conclusion.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

You may contact Aamira Chaudhry at 202-551- 3389 for questions regarding the financial
statements and related matters or Nolan Mc Williams at 202-551-3217 for questions regarding
Schedule 14A. You may al so call me at 202-551-3380.

                                                 Sincerely,

                         Lyn Shenk                         Branch Chief