SecProbe.io

August 2, 201 3

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 22, 2013
File No. 000 -24206

Dear Mr. Clifford :

We have reviewed your response letter dated  July 23, 2013  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 ten business days by provi ding the requested
information or by advisin g us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances , please tell us why in your response.

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

Form 10 -K for the Year Ended December 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 response to our prior c omment one. In future filings please disclose
management’s rationale for each adjustment to net income to arrive at Adjusted EBITDA
including a discussion of how each adjustment enhances investors understanding of the
company’s performance. Please include an example of your intended disclosure in your
response.

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

 2) We note your response to our prior comment two.   We remain unclear how you determined
that the fair value of the Argosy Casino Sioux City reporting unit should be partially based
on the expectatio n of future cash flows associated with obtaining a license to operate the
Woodbury County Casino.  Please address the following related to your impairment analysis:

 Please explain to us whether you planned to close the Argosy Casino Sioux City if
you were awarded the license to operate a land -based casino and clarify for us
how this scenario was factored into your impairment analysis.
 Please provide us with a summar y of the significant assumptions, including the
assumed holding period, used in your impairment analysis.
 Tell us the date the company was made aware that the existing riverboat facility
would continue to operate only through the construction period for t he new land –
based casino.
 Please provide us with an itemized list of the intangible and tangible assets related
to the Argosy Casino Sioux City.

Financial Statements

Report of Independent Registered Public Accounting Firm, page 67

3) We will continue t o monitor your filings for your amended form 10 -K.

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 the information the Securities Exchange Act of
1934 and all app licable 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.

You may contact Shannon Sob otka, Staff Accountant, at (202) 551 -3856 or the undersigned
at (202) 551 -3438 if you have questions regarding comments on the financial statements and related
matters. Please contact Folake Ayoola, Attorney Advisor, at (202) 551 -3673 or Duc Dang, Special
Counsel at (2 02) 551 -3386 with regard to legal comments.

Sincerely,

 /s/ Robert F. Telewicz Jr.

Robert F. Telewicz Jr.
Senior Staff Accountant