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 May 1, 2025

Parag Vora
Portfolio Manager
HG Vora Capital Management, LLC
330 Madison Avenue, 21st Floor
New York, NY 10017

 Re: PENN Entertainment, Inc.
 PREC14A filed April 28, 2025 by Parag Vora et al.
 File No. 000-24206
Dear Parag Vora:

 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 these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

 After reviewing your response to these comments, we may have additional
comments.

PREC14A filed April 28, 2025
General

1. We note your disclosure that the Board s action to reduce the size of
the Board and
 the number of Class II directors is unlawful. Please provide a
formal opinion of
 counsel, supported by appropriate legal analysis, that such actions were
in violation of
 Pennsylvania law.
2. Refer to comment 1. Please revise to disclose any pending legal
proceedings
 regarding this matter.
3. Refer to the following disclosure, which appears multiple times in your
proxy
 statement: The GOLD universal proxy card shall be null and void ab
initio and of no
 force or effect if it would have the effect of entitling shareholders of
the Company to
 demand payment for their shares under Subchapter E of Chapter 25 of the
 Pennsylvania Business Corporation Law. Please revise to clarify when
such card
 would have the effect of entitling shareholders of the Company to demand
payment
 for their shares under Subchapter E of Chapter 25 of the Pennsylvania
Business
 May 1, 2025
Page 2

 Corporation Law.
4. We note the references throughout your proxy statement to the Company
s white
 universal proxy card. However, the Company does not appear to be
using a universal
 proxy card. Please revise or advise.
 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

 Please direct any questions to Blake Grady at 202-551-8573.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers &
Acquisitions
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