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 MARTIN LIPTON
 HERBERT M. WACHTELL
 EDWARD D. HERLIHY
 DANIEL A. NEFF
 STEVEN A. ROSENBLUM
 SCOTT K. CHARLES
 JODI J. SCHWARTZ
 ADAM O. EMMERICH
 RALPH M. LEVENE
 ROBIN PANOVKA
 DAVID A. KATZ
 ILENE KNABLE GOTTS
 ANDREW J. NUSSBAUM
 RACHELLE SILVERBERG
 STEVEN A. COHEN
 DEBORAH L. PAUL
 DAVID C. KARP
 RICHARD K. KIM
 JOSHUA R. CAMMAKER
 MARK GORDON
 JEANNEMARIE O'BRIEN

 STEPHEN R. DiPRIMA
 NICHOLAS G. DEMMO
 IGOR KIRMAN
 JONATHAN M. MOSES
 T. EIKO STANGE
 WILLIAM SAVITT
 GREGORY E. OSTLING
 DAVID B. ANDERS
 ADAM J. SHAPIRO
 NELSON O. FITTS
 JOSHUA M. HOLMES
 DAMIAN G. DIDDEN
 IAN BOCZKO
 MATTHEW M. GUEST
 DAVID E. KAHAN
 DAVID K. LAM
 BENJAMIN M. ROTH
 JOSHUA A. FELTMAN
 ELAINE P. GOLIN
 EMIL A. KLEINHAUS
 KARESSA L. CAIN

 51 WEST
 52 ND STREET
 NEW YORK, N.Y. 10019-6150
 TELEPHONE: (212) 403-1000
 FACSIMILE: (212)
403-2000

 RONALD C. CHEN
 BRADLEY R. WILSON
 GRAHAM W. MELI
 GREGORY E. PESSIN
 CARRIE M. REILLY
 MARK F. VEBLEN
 SARAH K. EDDY
 VICTOR GOLDFELD
 RANDALL W. JACKSON
 BRANDON C. PRICE
 KEVIN S. SCHWARTZ
 MICHAEL S. BENN
 ALISON Z. PREISS
 TIJANA J. DVORNIC
 JENNA E. LEVINE
 RYAN A. McLEOD
 ANITHA REDDY
 JOHN L. ROBINSON
 STEVEN WINTER
 EMILY D. JOHNSON
 JACOB A. KLING

 RAAJ S. NARAYAN
 VIKTOR SAPEZHNIKOV
 MICHAEL J. SCHOBEL
 ELINA TETELBAUM
 ERICA E. AHO
 LAUREN M. KOFKE
 ZACHARY S. PODOLSKY
 RACHEL B. REISBERG
 MARK A. STAGLIANO
 CYNTHIA FERNANDEZ LUMERMANN
 CHRISTINA C. MA
 NOAH B. YAVITZ
 BENJAMIN S. ARFA
 NATHANIEL D. CULLERTON
 ERIC M. FEINSTEIN
 ADAM L. GOODMAN
 STEVEN R. GREEN
 MENG LU

 GEORGE A. KATZ (1965 – 1989)
 JAMES H. FOGELSON (1967 – 1991)
 LEONARD M. ROSEN (1965 – 2014)

 OF COUNSEL

 DAVID M. ADLERSTEIN
 ANDREW R. BROWNSTEIN
 WAYNE M. CARLIN
 BEN M. GERMANA
 SELWYN B. GOLDBERG
 PETER C. HEIN
 JB KELLY
 JOSEPH D. LARSON
 RICHARD G. MASON
 PHILIP MINDLIN
 THEODORE N. MIRVIS
 DAVID S. NEILL
 TREVOR S. NORWITZ

 ERIC S. ROBINSON
 ERIC M. ROSOF
 JOHN F. SAVARESE
 MICHAEL J. SEGAL
 WON S. SHIN
 DAVID M. SILK
 ELLIOTT V. STEIN
 LEO E. STRINE, JR.*
 PAUL VIZCARRONDO, JR.
 JEFFREY M. WINTNER
 AMY R. WOLF
 MARC WOLINSKY

 * ADMITTED IN DELAWARE

 COUNSEL

 SUMITA AHUJA
 HEATHER D. CASTEEL
 FRANCO CASTELLI
 ANDREW J.H. CHEUNG
 PAMELA EHRENKRANZ
 ALINE R. FLODR
 KATHRYN GETTLES-ATWA
 LEDINA GOCAJ
 ADAM M. GOGOLAK
 ANGELA K. HERRING

 MICHAEL W. HOLT
 DONGHWA KIM
 MARK A. KOENIG
 J. AUSTIN LYONS
 ALEXANDER S. MACKLER
 ALICIA C. McCARTHY
 JUSTIN R. ORR
 NEIL M. SNYDER
 JEFFREY A. WATIKER

 May 2, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Mergers & Acquisitions

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attention:
 Blake Grady

 Re:

 PENN Entertainment, Inc.
 DEF 14A filed April 28, 2025
 File No. 000-24206

 Dear Mr. Grady:

 On behalf of our client, PENN Entertainment, Inc.
(" PENN " or the " Company "), we are providing PENN's responses to the comments of the Staff
(the " Staff ") of the Division of Corporation Finance, Office of Mergers & Acquisitions, of the U.S. Securities
and Exchange Commission (the " SEC "), set forth in its letter, dated May 1, 2025, with respect to the above-referenced
Definitive Proxy Statement on Schedule 14A (the " PENN Proxy Statement ").

 U.S. Securities and Exchange Commission

 May 2, 2025

 Page 2

 For your convenience, the text of the Staff's
comments is set forth below in bold, followed in each case by PENN's response.

 1.

 We note that your proxy statement was filed under EDGAR tag
 "DEF 14A," as opposed to EDGAR tag "PREC14A," the latter of which is used for contested solicitations.
 Please provide a detailed legal analysis supporting your determination that your solicitation does not constitute a contested
 solicitation.

 Response :

 Summary

 We respectfully submit to the Staff that PENN's solicitation
of proxies in connection with its 2025 annual meeting of shareholders (the " 2025 Annual Meeting ") does not constitute
a contested solicitation because, as described in greater detail below, (i) PENN's Board of Directors (the " Board "),
pursuant to its clear authority under Pennsylvania corporate law and PENN's organizational documents, has determined that there
will only be two director seats available for election at the 2025 Annual Meeting, (ii) both PENN and HG Vora (as defined below), as set
forth in their respective recent public filings, intend to solicit proxies in favor of the same two candidates-Johnny Hartnett and
Carlos Ruisanchez-for election to those two available seats and (iii) HG Vora has publicly stated that it does not make any recommendation
with respect to any other proposal included in the PENN Proxy Statement.

 Factual Background

 The Board is a classified board which, prior to April 25, 2025, had
nine directors consisting of three directors in each of Class I, Class II and Class III serving three year terms. The three directors
in Class II-Ronald J. Naples, Barbara Shattuck Kohn and Saul Reibstein-had terms of office expiring at the 2025 Annual Meeting.

 On April 25, 2025, Mr. Naples resigned from the Board effective immediately.
In connection with Mr. Naples' resignation, acting pursuant to its authority under Section 4.03(a) of the Fifth Amended and Restated
Bylaws of PENN (the " PENN Bylaws ") and Section 1723(a) of the Pennsylvania Business Corporation Law, the Board decreased
the size of the Board from nine to eight members and decreased the number of Class II directors from three to two. Also on April 25, 2025,
Ms. Kohn and Mr. Reibstein notified the Board of their respective decisions not to stand for reelection to the Board at the 2025 Annual
Meeting, resulting in two (and only two) Class II Board seats becoming available for other candidates to be nominated and elected thereto.

 U.S. Securities and Exchange Commission

 May 2, 2025

 Page 3

 On the morning of April 28, 2025, PENN filed the PENN Proxy Statement
setting forth, among other things, the Board's unanimous nomination and recommendation that PENN shareholders vote in favor of Messrs.
Hartnett and Ruisanchez for the two director seats available for election at the 2025 Annual Meeting.

 Later on April 28, 2025, HG Vora Capital Management, LLC (" HG
Vora Capital "), HG Vora Special Opportunities Master Fund, Ltd. (" Master Fund "), Downriver Series LP –
Segregated Portfolio C (" Downriver ") and Parag Vora (collectively with HG Vora Capital, Master Fund and Downriver,
 " HG Vora ") filed a preliminary proxy statement (the " HG Vora Proxy Statement "). The HG Vora Proxy
Statement stated that "If there are two Class II director seats up for election, then the enclosed GOLD universal proxy card will
only be voted in accordance with your instructions with respect to Messrs. Hartnett and Ruisanchez and will not be voted with respect
to William Clifford. If there are three Class II director seats up for election, the enclosed GOLD universal proxy card will be voted
in accordance with your instruction with respect to Messrs. Hartnett, Ruisanchez and Clifford." 1
The HG Vora Proxy Statement also provided that HG Vora makes no recommendation with respect to any other proposal included in the PENN
Proxy Statement. 2

 Under Pennsylvania Law, the Size of PENN's Board Is Set Solely
by PENN's Board

 PENN is a Pennsylvania corporation. The Pennsylvania Business
Corporation Law provides that "The number of directors shall be fixed by, or in the manner provided in, the bylaws. If not so
fixed, the number of directors shall be the same as that stated in the articles or three if no number is so stated." 3
The Second Amended and Restated Articles of Incorporation of PENN (the " PENN Articles ") provide that "the
number of Directors of the Corporation shall be fixed from time to time by or pursuant to the Bylaws of the Corporation" 4
and the PENN Bylaws provide that "the number of directors of the Corporation constituting the whole board and the number of
directors constituting each class of directors as provided by Section 4.03(d) [Classified Board of Directors] shall be fixed (and
may be changed from time to time) solely by resolution of the board of directors " (emphasis added). 5
Pursuant to the Board's actions on April 25, 2025, the Board is comprised of eight members and there are two Class II director
seats up for election at the 2025 Annual Meeting.

 1
See page 21 of the HG Vora Proxy Statement.

 2
See page 24 of the HG Vora Proxy Statement.

 3
15 PA Cons Stat § 1723(a) (2024).

 4
Article Ninth, Section 6(a) of the PENN Articles. The PENN Articles were filed as Exhibit 99.1 to the Current Report on Form 8-K filed
by PENN on June 21, 2021.

 5
Section 4.03(a) of the PENN Bylaws. The Penn Bylaws were filed as Exhibit 3.1 to the Current Report on Form 8-K filed by PENN on November
12, 2024.

 U.S. Securities and Exchange Commission

 May 2, 2025

 Page 4

 PENN Is Not Required to File a Preliminary Proxy Statement Unless
There Is a "Solicitation in Opposition"

 Rule 14a-6(a) 6
of the Securities and Exchange Act of 1934 (the " Exchange Act ") provides that a registrant shall not file a preliminary
proxy statement with the SEC if the solicitation relates to an annual meeting and only to, among other things, the election of directors,
the election, approval or ratification of accountant(s), a security holder proposal included pursuant to Rule 14a-8 of the Exchange Act,
the approval or ratification of a plan as defined in paragraph (a)(6)(ii) of Item 402 of Regulation S-K of the Exchange Act and/or a shareholder
advisory vote on executive compensation. 7
The PENN Proxy Statement satisfied such requirements. 8

 Rule 14a-6(a) further provides that this exclusion from filing a preliminary
proxy statement "does not apply if the registrant comments upon or refers to a solicitation in opposition in connection with the
meeting in its proxy material." 9 Note
3 to Rule 14a-6(a) clarifies that for these purposes a "solicitation in opposition" includes: "(a) Any solicitation
opposing a proposal supported by the registrant; (b) any solicitation supporting a proposal that the registrant does not expressly support,
other than a security holder proposal included in the registrant's proxy material pursuant to § 240.14a-8; and (c) any solicitation
subject to § 240.14a-19." 10

 The HG Vora Proxy Statement provides no recommendation with respect
to any proposal other than the election of the Class II directors; accordingly, clauses (a) and (b) of Note 3 to Rule 14a(6)(a) are not
applicable to the PENN Proxy Statement. With respect to clause (c) (relating to solicitations subject to Rule 14a-19 of the Exchange Act 11 ),
we note that both PENN and HG Vora are soliciting proxies in support of the same two individuals for the only two Class II director seats
up for election at the 2025 Annual Meeting-Johnny Hartnett and Carlos Ruisanchez, and neither PENN nor HG Vora is soliciting proxies
in opposition to any other candidate or proposal set forth in either the PENN Proxy Statement or the HG Vora Proxy Statement.

 The HG Vora Proxy Statement purports to additionally solicit votes
in favor of Mr. Clifford, but only if there are three Class II director seats up for election: HG Vora states clearly that the gold proxy
card will not be voted with respect to the Mr. Clifford if (as the Board has determined is the case) there are only two Class II
director seats up for election. Therefore, PENN has determined that Rule 14a-19 no longer applies to its solicitation, and there is no
 "solicitation in opposition" to PENN's proposal to elect Messrs. Hartnett and Ruisanchez or any other proposal set forth
in the PENN Proxy Statement.

 6
17 CFR § 240.14a-6(a).

 7
17 CFR § 240.14a-6(a).

 8
The PENN Proxy Statement has five proposals: (i) the election of the two Class II directors; (ii) the ratification of appointment of PENN's
independent registered public accounting firm, (iii) an advisory vote to approve the compensation of Named Executive Officers, (iv) approval
of the second amendment to PENN's 2022 Long-Term Incentive Compensation Plan and (v) approval, on an advisory basis, of a shareholder
proposal regarding the commissioning of a report on the effects of a company-wide non-smoking policy.

 9
17 CFR § 240.14a-6(a).

 10
 Id.

 11
17 CFR § 240.14a-19.

 U.S. Securities and Exchange Commission

 May 2, 2025

 Page 5

 Applicable Staff Guidance

 We note that the Staff has provided guidance on analogous circumstances
involving a potential dispute under state law between a registrant and a dissident shareholder with respect to director nominations. Question
139.05 of the Compliance and Disclosure Interpretations for the Proxy Rules and Schedule 14A/14C (the " C&DI ") provides
guidance in a circumstance where (i) a registrant determines that a dissident shareholder's director nominations do not comply with
its advance notice bylaw requirements, (ii) the registrant accordingly excludes the dissident shareholder's nominees from its proxy
card and (iii) the dissident shareholder then initiates litigation challenging the registrant's determination regarding the validity
of the director nominations.

 The C&DI confirms that, in such circumstances, a registrant may
proceed with its solicitation utilizing a non-universal proxy card provided that the registrant discloses in its proxy statement its determination
that the dissident shareholder's director nominations are invalid, a brief description of the basis for that determination, the
fact that the dissident shareholder initiated litigation challenging the determination, and the potential implications (including any
risks to the registrant or its shareholders) if the dissident shareholder's nominations are ultimately deemed to be valid. The C&DI
also states that, in the event the dissident shareholder ultimately prevails in such litigation, registrants should discard previously
issued proxy cards that excluded the dissident candidate and ensure shareholders have sufficient time to receive and cast their votes
on revised universal proxy cards.

 The circumstances here are analogous to those described in the C&DI
since, in both cases, the registrant has determined under applicable state law that a dissident's nominee cannot be elected to the
Board regardless of whether any shareholders purport to vote in favor of such individual. Although no litigation has to PENN's knowledge
been initiated as of the submission time of this letter, a letter dated April 28, 2025 from HG Vora's outside counsel to PENN's
outside counsel alleges, among other things, that the Board violated its fiduciary duties under Pennsylvania law by reducing the size
of the Board and the number of Class II directors and that PENN violated the federal securities laws and universal proxy rules by omitting
the name of a validly nominated candidate, Mr. Clifford.

 While PENN believes that these assertions are baseless, the Company
will of course comply with the C&DI in all respects in the event litigation is initiated.

 2.

 Please revise to disclose who recommended Mr. Hartnett and
Mr. Ruisanchez to the Board. See Item 407(c)(2)(vii) of Regulation S-K.

 Response :

 Concurrently with the submission of this letter, PENN has filed Definitive
Additional Materials on Schedule 14A disclosing that HG Vora recommended Messrs. Hartnett and Ruisanchez to the Board.

 * * * * * *

 U.S. Securities and Exchange Commission

 May 2, 2025

 Page 6

 If you have any questions, please do not hesitate
to contact me at (212) 403-1057 or ZSPodolsky@wlrk.com or my partner Daniel A. Neff at (212) 403-1218 or DANeff@wlrk.com.

 Sincerely yours,

 /s/ Zachary S. Podolsky

 Zachary S. Podolsky

 cc:

 Chris Rogers, Executive Vice President, Chief Strategy and
Legal Officer and Secretary, PENN Entertainment, Inc.

 Daniel A. Neff, Wachtell, Lipton, Rosen & Katz