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 May 8, 2025

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

 Re: PENN Entertainment, Inc.
 PRRN14A filed May 7, 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.

PRRN14A filed May 7, 2025
General

1. Refer to your disclosure on the first page of your preliminary proxy
statement that
 [d]espite the Company naming Mr. Hartnett and Mr. Ruisanchez in its
definitive
 proxy statement, in light of the Company s eleventh-hour switch
regarding its
 intended nominees, there can be no assurances that either of Mr.
Hartnett or Mr.
 Ruisanchez will in fact be the Company s nominees for election to the
Board at the
 Annual Meeting. The same disclosure appears on page 25. Please revise
to remove
 the implication that, even if Mr. Hartnett and Mr. Ruisanchez will serve
as nominees,
 the Company could use its discretionary authority to nominate a
different nominee.
2. We note that your proxy card presents Mr. Hartnett and Mr. Ruisanchez
under the title
 HG VORA S NOMINEES. For clarity, please revise the title to
present such
 nominees as nominees of both HG Vora and the Company.
 May 8, 2025
Page 2
Questions and Answers Relating to this Proxy Solicitation, page 16

3. Your disclosure indicates that under the current circumstances of a
contested
 election, none of the proposals are considered routine and,
accordingly, if you are a
 beneficial owner holding shares of Common Stock through a broker and we
have
 provided our solicitation materials to you with respect to such shares,
your broker is
 not permitted to vote your shares of Common Stock on any proposal
without
 receiving instructions from you. We note, however, that the Company
s proxy
 statement indicates that Proposal 2, the ratification of the selection
of
 PricewaterhouseCoopers LLP as the Company s independent registered
public
 accounting firm, is considered routine, without qualification. Please
revise your
 disclosure accordingly, or provide support for your assertion that
brokers, in the
 circumstances you describe, will not be permitted to vote shares of
Common Stock on
 the auditor ratification proposal without receiving instructions from
shareholders.

 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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