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SEC Company Response from PENN Entertainment, Inc. (PENN) (CIK 0000921738) (PENN) — May 3, 2010

PENN Entertainment, Inc. (PENN) (CIK 0000921738)
Date: May 3, 2010 · CIK: 0000921738 · Accession: 0001104659-10-024462

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File numbers found in text: 333-164505

Date
April 30, 2010
Author
Very
Form
CORRESP
Company
PENN Entertainment, Inc. (PENN) (CIK 0000921738)

Letter

PENN NATIONAL GAMING, INC.

Wyomissing Professional Center

825 Berkshire Blvd., Suite 200

Wyomissing, Pennsylvania 19610

May 3,

VIA ELECTRONIC TRANSMISSION

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

Re: Penn National Gaming, Inc.

Registration Statement on Form S-4 (File No. 333-164505)

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, (“Securities Act”) Penn National Gaming, Inc. (the “Company”) respectfully requests that the effective date of the Registration Statement on Form S-4 (File No. 333-164505), filed January 25, 2010 as amended by Amendment No. 1 thereto, filed April 30, 2010 (the “Registration Statement”), be accelerated by the Securities and Exchange Commission (the “Commission”) to 3:00 p.m. Eastern time on May 5, 2010 or as soon as practicable thereafter.

The Company confirms that:

(i) should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, such action does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii) the action of the Commission or the staff, acting pursuant to delegated authority in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii) the Company may not assert the Commission’s acceleration of the effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company confirms that it is aware of its responsibilities under the Securities Act as they relate to the proposed offering of the securities specified in the above-referenced Registration Statement.

We request that we be notified of such effectiveness by a telephone call to Michelle Gasaway of Skadden, Arps, Slate, Meagher & Flom LLP at (213) 687-5122.

Very
truly yours,
PENN NATIONAL GAMING, INC.

Show Raw Text
CORRESP
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filename1.htm

PENN NATIONAL GAMING, INC.

Wyomissing Professional Center

825 Berkshire Blvd., Suite 200

Wyomissing, Pennsylvania  19610

May 3,
2010

VIA ELECTRONIC TRANSMISSION

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C.  20549

Re:                             Penn National
Gaming, Inc.

Registration Statement on Form S-4 (File No. 333-164505)

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities
Act of 1933, as amended, (“Securities Act”) Penn National Gaming, Inc.
(the “Company”) respectfully requests that the effective date of the
Registration Statement on Form S-4 (File No. 333-164505), filed January 25,
2010 as amended by Amendment No. 1 thereto, filed April 30, 2010 (the
“Registration Statement”), be accelerated by the Securities and Exchange
Commission (the “Commission”) to 3:00 p.m. Eastern time on May 5,
2010 or as soon as practicable thereafter.

The Company confirms that:

(i)            should
the Commission or the staff, acting pursuant to delegated authority, declare
the Registration Statement effective, such action does not foreclose the
Commission from taking any action with respect to the Registration Statement;

(ii)           the
action of the Commission or the staff, acting pursuant to delegated authority
in declaring the Registration Statement effective, does not relieve the Company
from its full responsibility for the adequacy and accuracy of the disclosure in
the Registration Statement; and

(iii)          the
Company may not assert the Commission’s acceleration of the effectiveness of
the Registration Statement as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United
States.

The
Company confirms that it is aware of its responsibilities under the Securities
Act as they relate to the proposed offering of the securities specified in the
above-referenced Registration Statement.

We
request that we be notified of such effectiveness by a telephone call to Michelle
Gasaway of Skadden, Arps, Slate, Meagher & Flom LLP at (213) 687-5122.

  Very
  truly yours,

  PENN NATIONAL GAMING, INC.

  By:

  /s/ Robert Ippolito

  Name: Robert Ippolito

  Title: Treasurer