SecProbe.io

July 10 , 2013

Via E-mail
Mr. William J. Clifford
Senior  Vice President  Finance  and 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 year ended December 31, 2012
Filed on February 2 2, 2013
File No. 000-24206

Dear Mr. Clifford :

We have reviewed your filing an d have the following comment s.  In our comment s, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter via EDGAR within ten business days by provi ding the
requested information or by advising us when you will provide the requested response.   If you do
not believe our comment s apply to your facts and circumstances , please tell us why in your
response.

After reviewing the information you provide in response to these comment s, we may
have  additional comments.

Form 10 -K for the year ended Dece mber 31, 2012

Management’s Discussion and Analysis of Financial Condition, page 35

Critical Accounting Estimates, page 43

Goodwill and Intangible Assets, page 44

1) We note your disclosure that adjusted E BITDA is the primary measure  of operating
performance for your properties. We further note your use of this measure in your earnings
release.  Please tell us if you consider this measure a key performance indicator. To the
extent this measure is considered to be a key performance measure, in futur e filings please
include the measure as well as the required disclosure in accordance with Item 10(e) of
Regulation S -K within your Management’s Discussion and Analysis. Please include an
example of any future disclosure in your response.

Mr. William J. Clifford
Penn National Gaming, Inc.
 July 10 , 2013
 Page 2

 2) Please tell us ho w you concluded that the fair market value of the Argosy Casino Sioux City
reporting unit should be partially based on the expectation of future cash flows associated
with obtaining the license to operate the Woodbury County Casino. Additionally, tell us f acts
and circumstances surrounding your conclusion that one of your two proposals presented to
the IRGC to operate the Woodbury County Casino had a strong chance of being selected.

Impairment Losses, page 56

3) We note your disclosure that goodwill impairment charges were taken in 2010 as a result of
decreased earnings projections resulting from an anticipated increase in competition from the
scheduled opening of a casino in the second half of 2011 in Des Plaines , Illinois. Similarly,
we note your disclosure on pages 39 -42 that the opening of certain casinos in 2012 and the
anticipated opening of new racinos in 2014 will or are expected to have an adverse impact on
Hollywood Casino Lawrenceburg, Hollywood Casino C olumbus, Hollywood Casino at
Charles Town Races, Hollywood Casino Perryville, Hollywood Casino Bangor, Argosy
Riverside, and Hollywood Casino Baton Rouge. Please provide additional details relating to
the facts and circumstances that lead to your conclusio n that no impairment charges were
necessary for the long – lived assets, goodwill and other intangible assets associated with
these casinos.

Financial Statements

Report of Independent Registered Public Accounting Firm, page 67

4) Please amend your filing  to include an audit report that makes reference to all of the financial
statements covered. Specifically, we note no reference has been made to the included
consolidated statements of comprehensive income in the audit opinion.

Consolidated Statements of  Cash Flows, page 72

5) In future filings, please revise your presentation to separately present new project
development costs and recurring/redevelopment project costs.

Notes to Consolidated Financial Statements

6. Acquisitions and Other Recent Business Ventures

6) Please tell us how you have applied the guidance in ASC Topic 805 -10-50-2(h) as it relates
to your property acquisitions.

Mr. William J. Clifford
Penn National Gaming, Inc.
 July 10 , 2013
 Page 3

 DEF14A filed on April 30, 2013

General

7) In future Exchange Act reports, please revise the say -on-pay proposal, including the proxy
card, to comply with the guidance provided by Exchange Act Rules Compliance and
Disclosure Interpretation Question 169.07.

We urge all persons who are responsible for the accuracy and adequacy of the dis closure
in the filing to be certain that the filing 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 dis closure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment s, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accur acy of the disclosure 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 an y proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Shannon Sobotka, Staff Accountant, at (202) 551 -3856 or the undersigned  at (202)
551-3438 if you have questions regarding comments on the fin ancial statements and related matters.
Please contact Folake Ayoola , Attorney Advisor, at (202) 551 -3673 or Duc Dang , Special Counsel  at
(202) 551 -3386 with regard to legal comments.

Sincerely,

 /s/ Robert F. Telewicz Jr.

Robert F. Telewicz Jr.
Senior Staff Accountant