SecProbe.io

July 19, 2012

William J. Clifford
Senior Vice President and Chief Financial Officer
Penn National Gaming, Inc.
825 Berkshire Blvd.
Suite 200
Wyomissing, Pennsylvania 19610

Re: Penn National Gaming, Inc.
 Form 10-K
Filed February 24, 2012
File No. 000-24206

Dear Mr. Clifford:

We have reviewed your filing an d 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 ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have  additional comments.

Item 1. Business, page 1

Properties, page 2
1. We note your disclosure throughout regarding developments.  To the extent such
developments are material, in future Exchange Act filings, please disclose the anticipated
completion date, costs incurred to date and budgeted costs.  For completed developments,
please disclose total development costs on a per square foot basis.
2. We note that various properties include hotel rooms.  In future Exchange A ct filings,
please disclose average daily rate, occupancy and REVPar on a portfolio basis for your
properties that include hotels or otherwise explain to us why such information is not
material to investors.

William J. Clifford
Penn National Gaming, Inc.
July 19, 2012
Page 2

 Item 7. Management’s Discussion and Analysis o f Financial Condition and Results of
Operations, page 34

3. In future Exchange Act periodic reports, please explain how the volume indicators are
measured and discuss how changes, if any, in those indicators impacted your operations.
Also, please explain th e concept of hold and win percentages, and to the extent that
changes in those percentages impact operating results, discuss such impact.
4. We note that a portion of your revenue increase is a result of acquisitions and openings of
casinos.  P lease tell us i f management analyzes the changes in revenue s, expense s or any
other key financial measures for properties that were owned and operating in both
compared periods.   If so, please provide an analysis of such changes in future Exchange
Act reports or advise.

Promotional allowances, page 46
5. In future Exchange Act reports, either in your results of operations or overview section of
MD&A, please expand your disclosure to clarify what comprises “promotional
allowances.”  Furthermore, please discuss management’s g eneral philosophies and
practices with respect to the use of promotional allowances.

Financial Statements

6. Loan Receivable, page 79
6. We note your disclosure that you allocated approximately $203.7 million to property and
equipment as a result of your acquisition of the M Resort.  However, in footnote 8 you
disclose that property and equipment increased by approximately $477.2 million
primarily as a result of the acquisition of the M Resort.  Please explain the difference
between the two disclosures.  I n your response include a reconciliation of the amounts
allocated to net assets as a result of the acquisition to the purchase price.

Note 20. Subsidiary Guarantors, page 105
7. We note your disclosure that condensed consolidating financial information for y our
$2.15 billion senior secured credit facility was not included as it met certain criteria.
Please clarify if this debt constitutes a registered security within the guidance outlined in
Rule 3 -10 of Regulation S -X.  If not, please supplementally advise us of the literature you
are relying upon in determining what disclosures to include regarding your subsidiary
guarantors.  In addition, please tell us how you determined the restrictions imposed by
gaming authorities in certain jurisdictions would not sig nificantly impact Penn’s ability to
obtain funds and how you determined the subsidiaries not acting as guarantors are minor.

William J. Clifford
Penn National Gaming, Inc.
July 19, 2012
Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fil ing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 provide  a written statement from the company
acknowledging that:

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

 staff comm ents 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 federal securities laws of the United States.

You may contact Robert Telewicz, Staff Accountant  at (202)551 -3438  or the undersigned
at (202)551 -3413  if you have questions regarding comments on the financial statements and
related matters.   Please contact Erin Martin, Staff Attorney  at (202)551 -3391  or Duc Dang, Legal
Examiner  at (202)551 -3386  with any other questions.

Sincerely,

 /s/ Cicely LaMothe

Cicely LaMothe
Senior Assistant Chief Accountant