SecProbe.io

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 August 19, 2025

Felicia R. Hendrix
Executive Vice President and Chief Financial Officer
PENN Entertainment, Inc.
825 Berkshire Blvd., Suite 200
Wyomissing, PA 19610

 Re: PENN Entertainment, Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 File No. 000-24206
Dear Felicia R. Hendrix:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 August 7, 2025

 VIA EDGAR CORRESPONDENCE

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Real Estate & Construction
 100 F Street, N.E.
 Washington, D.C. 20549

 Attn:

 Eric McPhee

 Jennifer Monick

 Re:

 PENN Entertainment, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2024
 Filed February 27, 2025
 File No. 000-24206

 Ladies and Gentlemen:

 This letter responds to the comment from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) set forth in its letter dated July 29, 2025 (the “Comment Letter”) in connection with the Annual
 Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”) of PENN Entertainment, Inc. Except where indicated otherwise, the terms “PENN,” the “Company,” “we,” “our,” or “us” shall mean PENN Entertainment, Inc., and its
 consolidated subsidiaries.

 For the convenience of the Staff, the Company has restated in this letter the comments in the Comment Letter in bold italics, followed by the Company’s response. Capitalized terms used but not defined herein have the
 meanings given to them in the relevant SEC filing. All references to page numbers and captions (other than those in the comments) correspond to the page numbers in the 2024 Form 10-K.

 P 610.373.2400
 825 Berkshire Blvd.
 Wyomissing, PA 19610
 pennentertainment.com

 Form 10-K for Fiscal Year Ended December 31, 2024

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 Results of Operations, page 38

 Comment 1.
 We note your disclosure that Adjusted EBITDAR is presented on a consolidated basis outside the financial statements solely as a valuation metric and that it should not be viewed as a
 measure of overall operating performance. We further note your inclusion of Adjusted EBITDAR margin on a consolidated basis. Please tell us what consideration you gave to your inclusion of this margin resulting in Adjusted EBITDAR also being viewed
 as a measure of your overall operating performance. This comment also applies to your earnings release.

 Company’s Response: In response to the Staff’s comment, the Company respectfully advises the Staff that the Company will not disclose Adjusted EBITDAR margin on a consolidated
 basis beginning with our earnings release and Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

 The Company also advises the Staff that, in future filings beginning for the quarter ended September 30, 2025, we will no longer disclose Adjusted EBITDAR on a consolidated basis and will only present Adjusted EBITDAR as
 our segment measure of segment profit or loss, which will be labeled “Segment Adjusted EBITDAR.”  Furthermore, for clarity in future filings beginning for the quarter ended September 30, 2025, “Adjusted EBITDA” will be labeled “Consolidated
 Adjusted EBITDA.”

 If you have any questions or comments regarding this response to the Comment Letter, please contact me or Raquel Fox at 202-371-7050.

 Sincerely,

 /s/ Felicia R. Hendrix

 Felicia R. Hendrix, Executive Vice President and Chief Financial Officer

 cc:

 Raquel Fox, Skadden, Arps, Slate, Meagher & Flom LLP

 P 610.373.2400
 825 Berkshire Blvd.
 Wyomissing, PA 19610
 pennentertainment.com

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<TEXT>
 July 29, 2025

Felicia R. Hendrix
Executive Vice President and Chief Financial Officer
PENN Entertainment, Inc.
825 Berkshire Blvd., Suite 200
Wyomissing, PA 19610

 Re: PENN Entertainment, Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 File No. 000-24206
Dear Felicia R. Hendrix:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

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

Form 10-K for the fiscal year ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Results of Operations, page 38

1. We note your disclosure that Adjusted EBITDAR is presented on a
consolidated basis
 outside the financial statements solely as a valuation metric and that
it should not be
 viewed as a measure of overall operating performance. We further note
your inclusion
 of Adjusted EBITDAR margin on a consolidated basis. Please tell us what
 consideration you gave to your inclusion of this margin resulting in
 Adjusted EBITDAR also being viewed as a measure of your overall
operating
 performance. This comment also applies to your earnings release.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at
202-551-3295
 July 29, 2025
Page 2

with any questions.

 Sincerely,

 Division of Corporation Finance
 Office of Real Estate & Construction
</TEXT>
</DOCUMENT>

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<TEXT>
 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 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

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<TEXT>
 May 1, 2025

Jay Snowden
Chief Executive Officer and President
PENN Entertainment, Inc.
825 Berkshire Blvd., Suite 200
Wyomissing, PA 19610

 Re: PENN Entertainment, Inc.
 DEF 14A filed April 28, 2025
 File No. 000-24206
Dear Jay Snowden:

 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.

DEF 14A filed April 28, 2025
General

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.
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.
 May 1, 2025
Page 2

 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
</TEXT>
</DOCUMENT>

<DOCUMENT>
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<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
October 10, 2023
Felicia R. Hendrix
Executive Vice President and Chief Financial Officer
PENN Entertainment, Inc.
825 Berkshire Blvd., Suite 200
Wyomissing, PA 19610
Re:PENN Entertainment, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 000-24206
Dear Felicia R. Hendrix:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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October 4, 2023

VIA EDGAR CORRESPONDENCE

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ronald (Ron) E. Alper

 Jennifer Angelini

Re:   PENN Entertainment, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2022

 Response dated September 7, 2023

 File No. 000-24206

Ladies and Gentlemen:

This letter responds to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in its September 21, 2023 letter (the “Second Comment Letter”) in response to PENN Entertainment, Inc.’s letter dated September 7, 2023 (the “Prior Response Letter”). Except where indicated otherwise, the terms “PENN,” the “Company,” “we,” “our,” or “us” shall mean PENN Entertainment, Inc., and its consolidated subsidiaries.

For the convenience of the Staff, the Company has restated in this letter the comments in the Second Comment Letter in bold, followed by the Company’s response. Capitalized terms used but not defined herein have the meanings given to them in the Company’s Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”). All references to page numbers and captions (other than those in the comments) correspond to the page numbers in the 2022 Form 10-K.

Response Dated September 7, 2023

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 33

1.We note your response to prior comment two. Please further address the following items:

•Your response indicates that you “cannot predict the impact indirect consequences of climate-related regulation will have on the Company’s business, financial condition, results of operations or cash flows” and cites risk factor disclosure that mentions “emissions,” but does not otherwise specifically address climate-related regulation or risks. Tell us how you considered disclosing the uncertainties regarding climate-related regulation and the related risks to your business, financial condition, results of operations, or cash flows.

•Your response indicates that you have “not experienced,” are “not aware of,” and have “not identified” material or significant changes in demand or competition related to the

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825 Berkshire Blvd.

Wyomissing, PA 19610

pennentertainment.com

greenhouse gas emissions of products or services. Tell us more about (i) your actual experience regarding these changes, including how you have identified or become aware of them, (ii) how you determined whether changes in demand and competition are related to climate change, as compared to the other factors noted in your response, and (iii) how you evaluated climate-related changes, providing support for your determination that these are not material or significant.

•Your response indicates that you have had investor inquiries about your operations with regard to GHG emissions and other carbon-based energy impacts, but you have not identified any “material reputational risks resulting from these inquiries.” Tell us how you evaluated the reputational risks related to these inquires and how you determined that these are not material for purposes of disclosure. In this regard, we note that your proxy statement filed on April 25, 2023, and your CSR Report appear to highlight that your sustainability initiatives were taken pursuant to shareholder engagement. In addition, tell us how you considered other climate-related reputational risks relating to your business and operations (i.e., not limited to investor inquiries).

Company’s Response: In response to the Staff’s comment, the Company advises the Staff that the Company’s response to each of the individual items referenced in the Staff’s comment is set forth below:

•Your response indicates that you “cannot predict the impact indirect consequences of climate-related regulation will have on the Company’s business, financial condition, results of operations or cash flows” and cites risk factor disclosure that mentions “emissions,” but does not otherwise specifically address climate-related regulation or risks. Tell us how you considered disclosing the uncertainties regarding climate-related regulation and the related risks to your business, financial condition, results of operations, or cash flows.

As noted in our Prior Response Letter, our standard procedures for preparing our annual report on Form 10-K and quarterly reports on Form 10-Q includes a process to identify and consider risks, including any climate-related risks, that may affect our business, financial condition, and results of operations, and to then assess the materiality of any such risks. This process includes reviewing risks identified through our enterprise risk management (“ERM”) assessment, reviewing information provided by various departments of the Company, a discussion and analysis of the foregoing among our financial reporting, accounting and legal teams, and a discussion with members and committees of our Board of Directors responsible for overseeing our SEC filings. This process is designed to identify any potential significant risks, which are then evaluated for possible disclosure in light of an assessment of their materiality and the applicable disclosure requirements, including the SEC’s Guidance Regarding Disclosure Related to Climate Change, Interpretive Release No. 33-9106 (February 8, 2010). In determining the materiality of information in this regard, the Company refers to the well-established materiality standard accepted by the Commission: information is material if there is a “substantial likelihood that the disclosure of the omitted fact would have been viewed by the reasonable investor as having significantly altered the ‘total mix’ of information made available.”1 The foregoing is referred to herein as our “Disclosure Framework.”

We have considered potential climate-related regulation risks, such as increased regulatory compliance costs for climate-change reporting requirements, and, to date, such risks have not been deemed material under our Disclosure Framework, have not had a material impact on our business, and are not among our significant and material risks. Therefore, the Company believes that the risk factor titled “We are subject

1 Basic Inc. v. Levinson, 485 U.S. 224 (1988) and TSC Industries, Inc. v. Northway, Inc., 426 U.S. 438 (1976).

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to environmental laws and potential exposure to environmental liabilities which could have an adverse effect on us.” appropriately highlighted the environmental regulatory risks most material to the Company at the time the 2022 Form 10-K was filed.

Although the Company, to date, has not deemed climate-related risks to be material under its Disclosure Framework, in recognition of recent rulemaking activity and the fact that the current risk disclosure regarding compliance with environmental laws and regulations does not specifically address climate-related regulatory risks, we propose to include the following risk factor in our future filings:

Climate change regulations and greenhouse gas effects may adversely impact our operations.

There is a growing consensus that greenhouse gas (“GHG”) emissions continue to alter the composition of the global atmosphere in ways that are affecting, and are expected to continue affecting, the global climate. We may become subject to legislation and regulation regarding climate change, and compliance with any new rules could be difficult, burdensome and costly. Concerned parties, such as legislators and regulators, stockholders and nongovernmental organizations, as well as companies in many business sectors, are considering ways to reduce GHG emissions. Many states have announced or adopted programs to stabilize and reduce GHG emissions and, in the past, federal legislation has been proposed in Congress. If such legislation is enacted, we could incur increased energy, environmental and other costs and capital expenditures to comply with the limitations. Unless and until legislation is enacted and its terms are known, we cannot reasonably or reliably estimate its impact on our financial condition, results of operations, or ability to compete. Further, regulation of GHG emissions may limit our customers’ ability to travel to our properties (e.g. as a result of increased fuel costs or restrictions on transport-related emissions).

•Your response indicates that you have “not experienced,” are “not aware of,” and have “not identified” material or significant changes in demand or competition related to the greenhouse gas emissions of products or services. Tell us more about (i) your actual experience regarding these changes, including how you have identified or become aware of them, (ii) how you determined whether changes in demand and competition are related to climate change, as compared to the other factors noted in your response, and (iii) how you evaluated climate-related changes, providing support for your determination that these are not material or significant.

We engage with our customers and various consultants to understand drivers of demand and trends amongst our competitors. We have not seen any correlating trends that indicate that sustainability is the primary driver for demand or the basis for new strategies of our competitors. Due to the lack of reliable data regarding the link between demand and/or competition and the Company’s response to climate change, we determined that risk disclosure regarding demand from customers for sustainable offerings or services that otherwise have a lower environmental impact is not necessary at this time. We believe including disclosure about climate-related changes in demand or competition without such data would result in disclosure that is general and speculative in nature and applicable to all companies in our industry rather than specific to the Company.

•Your response indicates that you have had investor inquiries about your operations with regard to GHG emissions and other carbon-based energy impacts, but you have not identified any “material reputational risks resulting from these inquiries.” Tell us how you evaluated the reputational risks related to these inquires and how you determined that these

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are not material for purposes of disclosure. In this regard, we note that your proxy statement filed on April 25, 2023, and your CSR Report appear to highlight that your sustainability initiatives were taken pursuant to shareholder engagement. In addition, tell us how you considered other climate-related reputational risks relating to your business and operations (i.e., not limited to investor inquiries).

We monitor our reputation, whether positive or negative, by engaging with our broad stakeholder base that includes, among others, stockholders, customers, business partners, suppliers and employees. Informed by that engagement, we consider how our reputation, and any changes to sentiment about our reputation, may impact our business, financial results, results of operations and access to capital. To date, climate-related reputation risks have not been deemed material under our Disclosure Framework, have not had a material impact on our business and are not among our significant and material risks. While we have taken sustainability initiatives in response to communications received from certain groups of stakeholders, such actions were not primarily driven by reputational concerns. Instead, we continue to enhance our efforts around climate change to do our part to help protect the planet and show stakeholders that we listen.

We acknowledge that our reputational risks may evolve, and, in recognition of ever-increasing focus on environmental, social and governance matters, the Company proposes to include the following risk factor in its future filings:

Investors’ and other stakeholders’ expectations of our performance relating to environmental, social and governance factors may impose additional costs and expose us to new risks.

There is an increasing focus from certain investors, customers, partners, employees, other stakeholders, and regulators concerning environmental, social and governance matters (“ESG”). Some investors may use these non-financial performance factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies and actions relating to ESG are inadequate. We may face reputational damage in the event that we do not meet the ESG standards set by various constituencies.

As ESG best practices and reporting standards continue to develop, we may incur increasing costs related to ESG monitoring and reporting and compliance with ESG initiatives. We publish an annual Corporate Social Responsibility Report, which highlights, among other things, our climate change mitigation activities and how we are supporting our workforce, including our diversity, equity, inclusion, and belonging efforts. Our disclosures on these matters, or a failure to meet evolving stakeholder expectations for ESG practices and reporting, may potentially harm our reputation and customer relationships.

Furthermore, if our competitors’ ESG performance is perceived to be better than ours, potential or current investors may elect to invest with our competitors instead. In addition, in the event that we communicate certain initiatives or goals regarding ESG matters, we could fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be criticized for the scope of such initiatives or goals. If we fail to satisfy the expectations of investors, customers, employees and other stakeholders, or our initiatives are not executed as planned, our business, financial condition, results of operations and prospects could be adversely affected.

2.Your response to prior comment three indicates that, “The Company faces potential risks associated with the physical effects of climate change . . . any of which could have a material

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Wyomissing, PA 19610

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adverse effect on our business, financial condition, results of operations and cash flows,” and describes the “material impact” of Hurricane Laura in 2020, as well as temporary closures or reduced visitation volumes your properties experienced due to six other named storms during the periods covered by your Form 10-K. In light of your response, please tell us how you considered providing disclosure regarding potential risks associated with the physical effects of climate change and the related material impacts on your operations and results you have experienced and may experience in the future. In this regard, we note that disclosure in your Form 10-K does not appear to relate severe weather to climate change. In light of your response that you “cannot predict the impact that changing climate conditions will have,” please also tell us how you considered disclosing these uncertainties and the associated risks.

Company’s Response: In response to the Staff’s comment, the Company respectfully advises the Staff that the Company provided disclosure of Hurricane Laura’s material impact in Note 4 – Hurricane Laura (pages 74-75) of the 2022 Form 10-K. In recognition of the material impact of Hurricane Laura, and after consideration under our Disclosure Framework, we included a risk factor covering the potential risks associated with extreme weather on page 19 of our 2022 Form 10-K. The Company believes the existing risk factor put investors on notice of the risks associated with the location of our properties and weather events that have become more extreme as a result of climate change; however, in recognition of the lack of explicit language exp

United States securities and exchange commission logo
September 21, 2023
Felicia R. Hendrix
Executive Vice President and Chief Financial Officer
PENN Entertainment, Inc.
825 Berkshire Blvd., Suite 200
Wyomissing, Pennsylvania 19610
Re:PENN Entertainment, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Response dated September 7, 2023
File No. 000-24206
Dear Felicia R. Hendrix:
            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 within ten business days 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.
Response Dated September 7, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
33
1.We note your response to prior comment two.  Please further address the following items:

•Your response indicates that you “cannot predict the impact indirect consequences of
climate-related regulation will have on the Company’s business, financial condition,
results of operations or cash flows” and cites risk factor disclosure that mentions
“emissions,” but does not otherwise specifically address climate-related regulation or
risks.  Tell us how you considered disclosing the uncertainties regarding climate-
related regulation and the related risks to your business, financial condition, results of
operations, or cash flows.

 FirstName LastNameFelicia R. Hendrix
 Comapany NamePENN Entertainment, Inc.
 September 21, 2023 Page 2
 FirstName LastName
Felicia R. Hendrix
PENN Entertainment, Inc.
September 21, 2023
Page 2
•Your response indicates that you have “not experienced,” are “not aware of,” and
have “not identified” material or significant changes in demand or competition
related to the greenhouse gas emissions of products or services.  Tell us more about
(i) your actual experience regarding these changes, including how you have identified
or become aware of them, (ii) how you determined whether changes in demand and
competition are related to climate change, as compared to the other factors noted in
your response, and (iii) how you evaluated climate-related changes, providing
support for your determination that these are not material or significant.

•Your response indicates that you have had investor inquiries about your operations
with regard to GHG emissions and other carbon-based energy impacts, but you have
not identified any “material reputational risks resulting from these inquiries.”  Tell us
how you evaluated the reputational risks related to these inquires and how you
determined that these are not material for purposes of disclosure.  In this regard, we
note that your proxy statement filed on April 25, 2023, and your CSR Report appear
to highlight that your sustainability initiatives were taken pursuant to shareholder
engagement.  In addition, tell us how you considered other climate-related
reputational risks relating to your business and operations (i.e., not limited to investor
inquiries).
2.Your response to prior comment three indicates that, “The Company faces potential risks
associated with the physical effects of climate change . . . any of which could have a
material adverse effect on our business, financial condition, results of operations and cash
flows,” and describes the “material impact” of Hurricane Laura in 2020, as well as
temporary closures or reduced visitation volumes your properties experienced due to six
other named storms during the periods covered by your Form 10-K.  In light of your
response, please tell us how you considered providing disclosure regarding potential risks
associated with the physical effects of climate change and the related material impacts on
your operations and results you have experienced and may experience in the future.  In
this regard, we note that disclosure in your Form 10-K does not appear to relate severe
weather to climate change.  In light of your response that you “cannot predict the impact
that changing climate conditions will have,” please also tell us how you considered
disclosing these uncertainties and the associated risks.
3.We note that your response to prior comment three states “payouts on our insurance
claims have been material,” quantifies increasing insurance costs (representing 14% of
your income before income taxes in 2022), and indicates the “frequency or severity of
weather events could lead to further increases in insurance costs for our properties in
future periods.”  Yet, your response states that you will consider adding a a specific
climate change risk factor “[i]f circumstances change.”  Please tell us how you considered
disclosing the increased cost of insurance you have experienced and expect to experience
in future periods as a consequence of the physical risks of climate change, including
which changed circumstances you consider relevant in this regard.

 FirstName LastNameFelicia R. Hendrix
 Comapany NamePENN Entertainment, Inc.
 September 21, 2023 Page 3
 FirstName LastName
Felicia R. Hendrix
PENN Entertainment, Inc.
September 21, 2023
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Ron Alper at 202-551-3329 or Jennifer Angelini at 202-551-3047 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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September 7, 2023

VIA EDGAR CORRESPONDENCE

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ronald (Ron) E. Alper

 Jennifer Angelini

Re:   PENN Entertainment, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2022

 Filed February 23, 2023

 File No. 000-24206

Ladies and Gentlemen:

This letter responds to the comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) set forth in its letter dated August 24, 2023 (the “Comment Letter”) in connection with the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”) of PENN Entertainment, Inc. Except where indicated otherwise, the terms “PENN,” the “Company,” “we,” “our,” or “us” shall mean PENN Entertainment, Inc., and its consolidated subsidiaries.

For the convenience of the Staff, the Company has restated in this letter the comments in the Comment Letter in bold italics, followed by the Company’s response. Capitalized terms used but not defined herein have the meanings given to them in the relevant SEC filing. All references to page numbers and captions (other than those in the comments) correspond to the page numbers in the 2022 Form 10-K.

Form 10-K for Fiscal Year Ended December 31, 2022

General

Comment 1.

We note that you provided more expansive disclosure in your 2022 Corporate Social Responsibility Report (“CSR Report”) than you provided in your SEC filings. Please advise us what consideration you gave to providing the same type of climate-related disclosure in your SEC filings as you provided in your CSR Report.

Company’s Response: In response to the Staff’s comment, the Company respectfully advises the Staff that the Company’s approach to public reporting on environmental, social and governance issues is tailored to the different needs and reporting requirements of the wide range of stakeholders interested in the sustainability of PENN. The Company’s investors are a key audience for SEC filings and particular disclosure rules and materiality standards apply to those filings, whereas our annual CSR Report and updates are developed to suit a potentially wider range of stakeholders and other interested parties, including consumers, customers, existing and prospective employees, non-governmental organizations,

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industry-related regulatory agencies, elected officials, media, suppliers, partners and others, and those reports may disclose matters even if they are not material to our business and financial condition.

Our most recent CSR Report builds upon two years of CSR-related disclosures and updates and contains disclosures that were prepared in alignment with the Sustainability Accounting Standards Board (SASB) Casinos & Gaming industry standards.  Because our CSR Report aims to respond to a broad group of stakeholders interested in varying ESG topics, the CSR Report includes disclosures on a wide range of matters, even when we do not expect those matters to have a material impact on our business, and includes matters that are not required in our SEC filings. In contrast to the reporting standards used for our CSR Report and updates, the current SEC disclosure requirements are primarily focused on providing material information to investors. As such, we approach how and what we disclose in our CSR Report and updates, and our SEC filings differently.

In evaluating whether to include climate-related information from the CSR Report in the 2022 Form 10-K, we considered the disclosure requirements of Regulation S-K (including Items 101, 105 and 303) as well as the definition of materiality established under U.S. federal securities laws and case law. We further considered relevant Interpretive Releases, including Guidance Regarding Disclosure Related to Climate Change (Release No. 34-61469) and Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations (Release No. 34-48960).

Additionally, our quarterly disclosure review process seeks to ensure that our periodic reports are consistent with applicable regulatory standards and guidance, including the above. The Company’s financial reporting and accounting and legal teams work with various departments of the Company and external counsel to monitor relevant quarterly developments and discuss material trends for disclosure.  These teams then put together a presentation of trends and proposed disclosure recommendations based on both quantitative and qualitative factors and the regulatory standards applicable to the filing. As part of its quarterly meetings to review and approve SEC filings, the Company’s Audit Committee considers the information provided by and recommendations made by the financial reporting and accounting and legal teams. Based on the Company’s thorough internal processes and consideration of the regulatory standards and guidance, the Company believes the 2022 Form 10-K complies with the relevant disclosure requirements.

The Company will continue to evaluate whether to include additional climate-related information in connection with future SEC filings, and such information will be included when required or we otherwise determine such disclosure to be appropriate for our shareholders when assessing the financial performance of the Company and risks to our business.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 33

Comment 2.

To the extent material, please discuss the indirect consequences of climate-related regulation or business trends, such as the following:

• decreased demand for products or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources;

• increased demand for products or services that result in lower emissions than competing products or services;

• increased competition to develop innovative new products that result in lower emissions;

• increased demand for generation and transmission of energy from alternative energy sources; and

• any anticipated reputational risks resulting from operations or products that produce material greenhouse gas emissions.

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Company’s Response: In response to the Staff’s comment, the Company respectfully advises the Staff that the Company considers applicable SEC disclosure rules, regulations, and guidance, including Item 101, Item 105 and Item 303 of Regulation S-K, when preparing its SEC filings and, as applicable and to the extent material, evaluates disclosure regarding indirect consequences of climate-related regulation or business trends.

As background for the Staff, the Company respectfully advises the Staff that the Company is a leading provider of integrated entertainment, sports content, and casino gaming experiences. As described in Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2022 Form 10-K (pages 36-37), the vast majority of our revenues are gaming revenue, which is highly dependent upon the volume and spending levels of customers at our property locations. Our gaming revenues are derived primarily from slot machines (which represented approximately 84%, 84% and 87% of our gaming revenue in 2022, 2021 and 2020, respectively) and, to a lesser extent, table games and online gaming consisting of online slots, online table games, and online sports betting. Aside from gaming revenue, our revenues are primarily derived from our hotel, dining, retail, commissions, media, program sales, admissions, concessions and certain other ancillary activities, and our racing operations, which represented approximately 19%, 16% and 15% of total revenues in 2022, 2021 and 2020, respectively. The Company provides entertainment and casino gaming experiences at our property locations through the use of real estate assets (such as land and buildings). The operations of our physical property locations create greenhouse gas (“GHG”) emissions.

The Company’s properties, similar to other businesses in the jurisdictions in which the Company operates, are subject to environmental laws and potential exposure to environmental liabilities; however, the Company cannot predict the impact indirect consequences of climate-related regulation will have on the Company’s business, financial condition, results of operations or cash flows. In this regard, the Company covers the potential risk in the risk factor on page 29 of the Company’s 2022 Form 10-K, within “we are subject to environmental laws and potential exposure to environmental liabilities which could have an adverse effect on us.”

With respect to GHG emissions, the Company continues to aim to further reduce our operational impact, emissions intensity and overall energy consumption. The Company has implemented various initiatives to reduce carbon emissions and improve operational efficiency, including the procurement of carbon-free energy for all of our properties located in deregulated jurisdictions where we are able to purchase energy from providers who offer carbon-free energy. Across our properties, we are continuing to enhance our energy efficiency through several focused projects, including updating LED lighting and installing EV charging stations and smart thermostats. Our properties factor energy efficiency into remodeling projects as well as appliances and various system upgrades. In 2022, several of our properties installed electric high-efficiency water heaters to replace gas boilers, replaced HVAC units with energy-efficient models, and completed emission-reducing generator replacement projects. Since 2011, the total cost to implement such initiatives of approximately $19 million in energy related capital expenditure projects was not material to the Company. Consequently, the Company has not seen, to date, any material indirect consequences of climate-related regulation or business trends. Set forth below is the Company’s response to each of the individual items referenced in the Staff’s comment:

•decreased demand for products or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources;

The Company respectfully advises the Staff that, at the time of the filing of the 2022 Form 10-K and to date, the Company did not experience and has not experienced any significant decreased demand for its products or services as a result of any GHG emissions or use of carbon-based energy sources.

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•increased demand for products or services that result in lower emissions than competing products or services;

To date, the Company is not aware of any material increased demand for products or services related to or that result in lower emissions in the gaming industry. Moreover, the Company believes that locations, compelling offers, and exciting games more significantly affect demand than the level of GHG emissions a company produces.

•increased competition to develop innovative new products that result in lower emissions;

The Company is aware of an increased focus globally on implementing policies to reduce emissions. As noted above, we have various initiatives to reduce carbon emissions and improve operational efficiency, including the procurement of carbon-free energy, updating LED lighting and installing EV charging stations, smart thermostats, high-efficiency water heaters, and energy-efficient HVAC. While these initiatives ultimately have the added benefit of helping to contribute to a reduction in overall GHG emissions, to date, the Company has not identified any significant changes in competition due to innovative new products and services that result in lower emissions.

•increased demand for generation and transmission of energy from alternative energy sources; and

The Company is not in the business of generating or transmitting electricity and has thus not experienced any change in demand for such services.

•any anticipated reputational risks resulting from operations or products that produce material greenhouse gas emissions.

While the Company has had inquiries from investors about the operations of our property locations with regard to GHG emissions and other carbon-based energy impacts, the Company did not identify and has not identified any material reputational risks resulting from these inquiries.

As part of the Company’s ongoing evaluation of its offerings to our customers, to the extent management assesses that climate-related regulation or business trends are reasonably likely to have a material impact on demand for the Company’s products or services or cause reputational harm, relevant disclosure will be provided in future SEC filings.

Comment 3.

We note disclosure that your properties are at risk of experiencing extreme weather conditions (such as snowstorms, tornadoes, and/or flooding) and that your operations are subject to disruptions or reduced patronage as a result of severe weather conditions and natural disasters. Please discuss the physical effects of climate change on your operations and results. This disclosure may include the following:

• severity of weather, such as floods, hurricanes, sea levels, arability of farmland, extreme fires, and water availability and quality;

• quantification of material weather-related damages to your property or operations;

• potential for indirect weather-related impacts that have affected or may affect your major customers or suppliers;

• decreased agricultural production capacity in areas affected by drought or other weather-related changes; and

• the extent to which extreme weather events have reduced the availability of insurance or increased the cost of insurance.

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Include quantitative information for each of the periods covered by your Form 10-K and explain whether increased amounts are expected in future periods.

Company’s Response: In response to the Staff’s comment, the Company respectfully advises the Staff that the Company considers applicable SEC disclosure rules, regulations, and guidance, including Item 101, Item 105 and Item 303 of Regulation S-K, when preparing its SEC filings and, as applicable and to the extent material, evaluates disclosure regarding climate-related matters.

The Company faces potential risks associated with the physical effects of climate change, which may include more frequent or severe snowstorms, tornadoes, hurricanes, flooding, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

In recent years our properties in Louisiana have sustained physical damage from hurricanes, as well as interruptions of business operations. In 2020, Hurricane Laura made landfall near Cameron, Louisiana, which could be the result of climate change among a variety of other factors. Hurricane Laura caused flooding, property damage and suspension of electricity and water which led to the closure of our L’Auberge Lake Charles property for approximately two weeks. While the Company was able to recover the costs incurred to repair the physical property damage, the costs associated with clean-up and restoration, and lost revenues through insurance coverage, the Company concluded the property damage and resulting temporary loss of business to have a material impact to the Company’s financial statements. Such determination was disclosed in Note 4 – Hurricane Laura (pages 74-75) of the Company’s 2022 Form 10-K.

A summary of the estimated impact due to property damage and loss of business associated with Hurricane Laura described abo

United States securities and exchange commission logo
August 24, 2023
Felicia R. Hendrix
Executive Vice President and Chief Financial Officer
PENN Entertainment, Inc.
825 Berkshire Blvd., Suite 200
Wyomissing, Pennsylvania 19610
Re:PENN Entertainment, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Filed February 23, 2023
File No. 000-24206
Dear Felicia R. Hendrix:
            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 within ten business days 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.
Form 10-K for Fiscal Year Ended December 31, 2022
General
1.We note that you provided more expansive disclosure in your 2022 Corporate Social
Responsibility Report (“CSR Report”) than you provided in your SEC filings.   Please
advise us what consideration you gave to providing the same type of climate-related
disclosure in your SEC filings as you provided in your CSR Report.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
33
2.To the extent material, please discuss the indirect consequences of climate-related
regulation or business trends, such as the following:

•decreased demand for products or services that produce significant greenhouse gas
emissions or are related to carbon-based energy sources;

 FirstName LastNameFelicia R. Hendrix
 Comapany NamePENN Entertainment, Inc.
 August 24, 2023 Page 2
 FirstName LastName
Felicia R. Hendrix
PENN Entertainment, Inc.
August 24, 2023
Page 2
•increased demand for products or services that result in lower emissions than
competing products or services;
•increased competition to develop innovative new products that result in lower
emissions;
•increased demand for generation and transmission of energy from alternative energy
sources; and
•any anticipated reputational risks resulting from operations or products that produce
material greenhouse gas emissions.
3.We note disclosure that your properties are at risk of experiencing extreme weather
conditions (such as snowstorms, tornadoes, and/or flooding) and that your operations are
subject to disruptions or reduced patronage as a result of severe weather conditions and
natural disasters.  Please discuss the physical effects of climate change on your operations
and results.  This disclosure may include the following:

•severity of weather, such as floods, hurricanes, sea levels, arability of farmland,
extreme fires, and water availability and quality;
•quantification of material weather-related damages to your property or operations;
•potential for indirect weather-related impacts that have affected or may affect your
major customers or suppliers;
•decreased agricultural production capacity in areas affected by drought or other
weather-related changes; and
•the extent to which extreme weather events have reduced the availability of insurance
or increased the cost of insurance.

Include quantitative information for each of the periods covered by your Form 10-K and
explain whether increased amounts are expected in future periods.
4.Please provide disclosure about your purchase or sale of carbon credits or offsets and any
material effects on your business, financial condition, and results of operations.  Include
quantitative information for each of the periods covered by your Form 10-K and for future
periods in your response.

 FirstName LastNameFelicia R. Hendrix
 Comapany NamePENN Entertainment, Inc.
 August 24, 2023 Page 3
 FirstName LastName
Felicia R. Hendrix
PENN Entertainment, Inc.
August 24, 2023
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Ronald (Ron) E. Alper at 202-551-3329 or Jennifer Angelini at 202-551-
3047 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

September 4, 2019
William Fair
Executive Vice President 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, 2018
Filed February 28, 2019
File No. 000-24206
Dear Mr. Fair:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

CORRESP
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Penn National Gaming, Inc.

825 Berkshire Blvd.

Wyomissing, PA 19610

August 20, 2019

Via EDGAR

Mr. Eric McPhee

Ms. Jennifer Monick

Division of Corporation Finance

Office of Real Estate and Commodities

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:

Comment Letter   dated August 12, 2019

PENN NATIONAL   GAMING, INC.

Form 10-K for   the year ended December 31, 2018

Filed   February 28, 2019

Form 10-Q for   the quarter ended March 31, 2019

Filed May 8,   2019

File   No. 000-24206

Dear Mr. McPhee and Ms. Monick:

This letter responds to the comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in its letter dated August 12, 2019 to Penn National Gaming, Inc. regarding the above-captioned filings. In this letter, we have recited the comments from the Staff in bold, italicized type and have followed each comment with the Company’s response. Except where indicated otherwise, the terms “we”, “our”, “Company” and “Penn” shall mean Penn National Gaming, Inc. and its consolidated subsidiaries.

Form 10-Q for the quarterly period ended March 31, 2019

Non-GAAP Financial Measures, page 38

1.                                 We have reviewed your response to comment 1.

·             We continue to be unclear how you determined it was appropriate to exclude rent expense, which is a normal, recurring cash operating expense necessary to operate your business, from Net Income to arrive at Adjusted EBITDAR. Please revise future filings to remove this adjustment from your reconciliation. Refer to Question 100.01 of our Compliance & Disclosure Interpretations for Non-GAAP Financial Measures.

Company’s Response:

The Company acknowledges the Staff’s comment and respectfully requests the Staff to reconsider the application of Question 100.01 of the Compliance &

Disclosure Interpretations for Non-GAAP Financial Measures with respect to the Company’s presentation of Adjusted EBITDAR in light of the additional information provided below.  The Company believes the disclosure of Adjusted EBITDAR is not misleading because, when properly disclosed and caveated, Adjusted EBITDAR or similar measures are intended to provide investors and analysts with what the Company believes is an additional metric traditionally used by gaming analysts, the Company and its peers, including Boyd Gaming Corporation, Caesars Entertainment Corporation, and Eldorado Resorts, Inc.  Adjusted EBITDAR provides a metric that eliminates the effects of variability in leasing methods and capital structures across gaming companies.  Adjusted EBITDAR is also commonly used by operating companies in other industries where there is significant variability in the way that capital assets are financed, such as airline operators and nursing home operators.  Adjusted EBITDAR is an especially important valuation metric for the Company because the Company has a total of 41 gaming properties and 34 of these gaming properties are subject to triple net master leases with Gaming and Leisure Properties, Inc. and VICI Properties, Inc. (referred to as “REIT landlords”).  Because we finance a significant majority of our real estate through triple net master leases, investors and analysts value our enterprise by utilizing a multiple which is applied to the estimated rental payments specific to our triple net leases with our REIT landlords which is then added to the Company’s net debt and market capitalization.  The sum is then divided by Adjusted EBITDAR to arrive at the Company’s enterprise value multiple.  As a result, we believe that Adjusted EBITDAR is not misleading and serves an important purpose in helping investors and analysts value our business.

The Company notes that the example provided in Question 100.01 of the Compliance & Disclosure Interpretations for Non-GAAP Financial Measures relates to the exclusion of a recurring cash operating expense from a performance metric. Based upon the Company’s review of recent comment letters (such as Capital Senior Living Corporation, originally issued on July 26, 2016 and Mesa Air Group, Inc., originally issued on June 1, 2018), it appears that the Staff generally permits the use of an Adjusted EBITDAR metric when used solely as a valuation metric, provided that that there is clear disclosure that Adjusted EBITDAR should not be used as an operating metric.  In future filings, the Company will enhance existing disclosures to highlight for investors that Adjusted EBITDAR should be used solely as a valuation metric.  The disclosure the Company respectfully proposes to include in future filings would be as follows:

“We also present Adjusted EBITDAR on a consolidated basis outside the financial statements solely as a valuation metric.  This metric is included as supplemental disclosure because (i) we believe Adjusted EBITDAR is traditionally used by gaming operator analysts and investors to determine the equity value of gaming operators and (ii) Adjusted EBITDAR is one of the metrics used by other financial analysts in valuing our business. We believe Adjusted EBITDAR is useful for equity valuation purposes because (i) its

calculation isolates the effects of financing real estate; and (ii) using a multiple of Adjusted EBITDAR to calculate enterprise value allows for an adjustment to the balance sheet to recognize estimated liabilities arising from operating leases related to real estate.

However, Adjusted EBITDAR when presented on a consolidated basis is not a financial measure in accordance with GAAP, and should not be viewed as a measure of overall operating performance or considered in isolation or as an alternative to net income because it excludes the rent expenses associated with  our triple net leases with our REIT landlords and is provided for the limited purposes referenced herein.”

·             It appears that your measure of Adjusted EBITDA, after Lease Payments reflects the entirety of your lease payments regardless of their characterization under ASC Topic 842 (i.e. operating, finance, etc). Please explain to us how you concluded the exclusion of this adjustment does not represent a tailored accounting principle. Refer to Question 100.04 of our Compliance & Disclosure Interpretations for Non-GAAP Financial Measures.

Company’s Response:  The Company acknowledges the Staff’s comment with respect to the application of Question 100.04 of the Compliance & Disclosure Interpretations for Non-GAAP Financial Measures. In future filings, the Company will eliminate the use of Adjusted EBITDA, after Lease Payments on a prospective basis.  The Company continues to believe that providing investors with information about the cash payments associated with our triple net leases to our landlords during each period helps them to better understand the Company’s business and financial results and will separately report this number on a prospective basis.

[signature page follows]

Please direct any questions regarding the foregoing to the undersigned at (610) 401-2939.

Sincerely,

/s/ William J. Fair

William   J. Fair,

Executive   Vice President and

Chief   Financial Officer

August 12, 2019
William Fair
Executive 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, 2018
Filed February 28, 2019
Form 10-Q for the quarter ended March 31, 2019
Filed May 8, 2019
File No. 000-24206
Dear Mr. Fair:
            We have reviewed your July 29, 2019 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 22, 2019 letter.
Form 10-Q for the quarterly period ended March 31, 2019
Non-GAAP Financial Measures, page 38
1.We have reviewed your response to comment 1.
•We continue to be unclear how you determined it was appropriate to exclude rent
expense, which is a normal, recurring cash operating expense necessary to operate
your business, from Net Income to arrive at Adjusted EBITDAR. Please revise future
filings to remove this adjustment from your reconciliation.  Refer to Question 100.01
of our Compliance & Disclosure Interpretations for Non-GAAP Financial Measures.
•It appears that your measure of Adjusted EBITDA, after Lease Payments reflects the
entirety of your lease payments regardless of their characterization under ASC Topic

 FirstName LastNameWilliam Fair
 Comapany NamePENN NATIONAL GAMING INC
 August 12, 2019 Page 2
 FirstName LastName
William Fair
PENN NATIONAL GAMING INC
August 12, 2019
Page 2
842 (i.e. operating, finance, etc).  Please explain to us how you concluded the
exclusion of this adjustment does not represent a tailored accounting principle.  Refer
to Question 100.04 of our Compliance & Disclosure Interpretations for Non-GAAP
Financial Measures.
            You may contact Eric Mcphee at 202-551-3693 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

CORRESP
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PENN NATIONAL GAMING, INC.

825 BERKSHIRE BOULEVARD

WYOMISSING, PENNSYLVANIA 19610

July 29, 2019

Via EDGAR

Mr. Eric McPhee

Ms. Jennifer Monick

Division of Corporation Finance

Office of Real Estate and Commodities

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:

Comment Letter   dated July 22, 2019

PENN NATIONAL   GAMING, INC.

Form 10-K for   the year ended December 31, 2018

Filed   February 28, 2019

Form 10-Q for   the quarter ended March 31, 2019

Filed May 8,   2019

File   No. 000-24206

Dear Mr. McPhee and Ms. Monick:

This letter responds to the comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in its letter dated July 22, 2019 to Penn National Gaming, Inc. regarding the above-captioned filings. In this letter, we have recited the comments from the Staff in bold, italicized type and have followed each comment with the Company’s response. Except where indicated otherwise, the terms “we”, “our”, “Company” and “Penn” shall mean Penn National Gaming, Inc. and its consolidated subsidiaries.

Form 10-Q for the quarterly period ended March 31, 2019

Non-GAAP Financial Measures, page 38

1.                                 We note your disclosure that Adjusted EBITDAR and Adjusted EBITDA, after Lease Payments are used by management as measures of the Company’s operating performance. Please address the following:

·             We note that Adjusted EBITDAR eliminates rent expense associated with triple net operating leases, which is a normal, recurring cash operating expense necessary to operate your business. Please tell us how you determined it was appropriate to exclude rent expense from this measure. Refer to Question 100.01 of our Compliance & Disclosure Interpretations for Non-GAAP Financial Measures.

Mr. Eric McPhee

Ms. Jennifer Monick

Division of Corporation Finance

Office of Real Estate and Commodities

July 29, 2019

Page 2

Company’s Response: The Company respectfully notes that rent operating expenses associated with triple net leases have been excluded from the Company’s non-GAAP measure of Adjusted EBITDAR.

In calculating Adjusted EBITDAR, the Company excludes expenses associated with our triple net leases with our REIT landlords which consist of the Penn Master Lease with Gaming and Leisure Properties, Inc. (NYSE: GLPI) (“GLPI”), the Pinnacle Master Lease with GLPI, the Meadows Lease with GLPI, the Margaritaville Lease with VICI Properties, Inc. (NYSE: VICI) (“VICI”), and the Greektown Lease with VICI.  In accordance with ASC 842, components of leases are classified as either operating (rent expense recorded to general and administrative expense), finance (recorded to interest expense and depreciation expense) or financing (recorded to interest expense and depreciation expense).

The Company determined it was appropriate to exclude rent expense associated with the  operating lease components of our triple net leases from Adjusted EBITDAR as management believes that Adjusted EBITDAR, when viewed with the Company’s results of operations in accordance with GAAP, provides useful information about operating performance and period-over-period fluctuations.  Adjusted EBITDAR is used as a means of understanding one aspect of earnings before the impact of rent from operating lease components related to our triple net leases, as noted above, by allowing the Company to compare its results of operations against its peers without regard to its or its peers’ leasing method or capital structure. Specifically, Adjusted EBITDAR is used to evaluate operating results before rent from operating lease components related to our triple net lease charges as these charges can vary widely among gaming companies due to differences in the way that gaming companies acquire their real property.   In addition, management uses Adjusted EBITDAR to evaluate our consolidated operating performance, the operating performance of our operating segments (as disclosed in our segment note within our Form 10-Q) and to allocate resources and capital to our operating segments.

We also believe Adjusted EBITDAR is a commonly-used measure for investors and analysts to value the Company.  This metric is used by investors and analysts in the gaming industry which allows for comparisons against gaming companies in our peer group as it removes the differences resulting from how companies acquire their real property.  Adjusted EBITDAR is used by investors and analysts in the valuation of gaming companies and is considered to be a key indicator of determining our enterprise value.

As contained within the “use of non-GAAP Financial Measure” section within our Form 10-Q for the period ended March 31, 2019, we disclose that Adjusted EBITDAR should not be construed as an alternative to net income, as an indicator of the Company’s operating performance, as an alternative to cash flows from operating activities, as a measure of liquidity, or as any other measure of performance determined in accordance with GAAP.

Mr. Eric McPhee

Ms. Jennifer Monick

Division of Corporation Finance

Office of Real Estate and Commodities

July 29, 2019

Page 3

In future filings, including our Form 10-Q and earnings release for the quarter ending June 30, 2019, we will enhance our disclosures related to the purpose and use of Adjusted EBITDAR which will include the following disclosure to highlight the limitations of Adjusted EBTIDAR:

We use Adjusted EBITDAR as a performance measure.  We believe that investors and analysts use Adjusted EBITDAR as a valuation metric in determining the enterprise value of the Company.  Since Adjusted EBITDAR excludes real property operating lease charges, which are normal, recurring cash operating expenses that are necessary to operate our business, it should not be viewed as the only measure of overall performance of the Company. For the foregoing reason, Adjusted EBITDAR has significant limitations which affect its use as an indicator of our profitability. Accordingly, you are cautioned not to place undue reliance on this financial measure.

·             Please clarify for us what Adjusted EBITDA, after Lease Payments represents.

Company’s Response: The Company respectfully notes that Adjusted EBITDA, after Lease Payments, is an operating performance metric, as disclosed in the Form 10-Q.

The Company’s management believes that Adjusted EBITDA, after Lease Payments is a useful performance measure for investors because it illustrates the performance of the Company’s ongoing business operations after deducting the lease payments made only to our REIT landlords, pursuant to our triple net leases.

Adjusted EBITDA, after Lease Payments is a useful measure because it eliminates the differences of the measurement and recording of all our real property leases (as discussed in the bullet point above), and uses the actual cash paid under the triple net leases.   This metric is one of the metrics that our management team is measured against for incentive-based compensation purposes as this metric is an objective and quantifiable measurement of the Company’s financial performance.

In future filings, including our Form 10-Q and earnings release for the quarter ending June 30, 2019, we will enhance our disclosure of the definition of Adjusted EBITDA, after Lease Payments to clarify the Adjusted EBITDA, after Lease Payments operating performance metric utilizes cash payments.

·             Please tell us how you calculated your adjustment for Lease Payments and quantify the amounts aggregated into this adjustment by income statement line item. In this regard, please clarify for us if this adjustment is derived solely from U.S. GAAP expenses, or if it is calculated on a cash basis.

Mr. Eric McPhee

Ms. Jennifer Monick

Division of Corporation Finance

Office of Real Estate and Commodities

July 29, 2019

Page 4

Company’s Response: As noted above, the lease payments are the actual cash payments made to our REIT landlords under our real property leases.  The table below presents the adjustments by income statement line item and adjustments to the balance sheet to reconcile to lease payments on a cash basis at and for the quarter ended March 31, 2019:

(in millions)

Income   statement

Interest expense

$

101.5

General and   administrative expense

84.7

Total income   statement impact

$

186.2

Balance   sheet movements

Principal   payments related to financing obligations

$

12.6

Principal   payments related to finance leases

1.4

Straight-line   impact related to operating lease right-of-use assets

7.7

Total balance   sheet impact

$

21.7

Total income   statement and balance sheet impact

$

207.9

Lease payments   (on cash basis)

$

(207.9

)

Difference

$

—

Mr. Eric McPhee

Ms. Jennifer Monick

Division of Corporation Finance

Office of Real Estate and Commodities

July 29, 2019

Page 5

·             Please tell us how you determined that Adjusted EBITDA, after Lease Payments is not a liquidity measure.

Company’s Response:  Adjusted EBITDA, after Lease Payments assists management in comparing its operating performance over various reporting periods on a consistent basis and is also utilized by management for business planning.  Additionally, Adjusted EBITDA, after Lease Payments is utilized to communicate information on the Company’s performance to investors, analysts and other users of the financial statements and we believe that they view this measure as a performance metric in evaluating the Company’s performance.  As discussed in bullet point two, Adjusted EBITDA, after Lease Payments is one of the metrics that our management team is measured against for incentive-based compensation purposes as this metric is an objective and quantifiable measurement of the Company’s financial performance.

We have evaluated the size and nature of the adjustments required to reconcile Adjusted EBITDA, after Lease Payments to the most directly comparable GAAP measure, net income.  For the reasons set forth above, we believe that this non-GAAP performance measure is not used as a liquidity measure.

[signature page follows]

Mr. Eric McPhee

Ms. Jennifer Monick

Division of Corporation Finance

Office of Real Estate and Commodities

July 29, 2019

Page 6

Please direct any questions regarding the foregoing to the undersigned at (610) 401-2939.

Sincerely,

/s/   William J. Fair

William   J. Fair,

Executive   Vice President and Chief Financial Officer

July 22, 2019
William Fair
Executive 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, 2018
Filed February 28, 2019
Form 10-Q for the quarter ended March 31, 2019
Filed May 8, 2019
File No. 000-24206
Dear Mr. Fair:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-Q for the quarterly period ended March 31, 2019
Non-GAAP Financial Measures, page 38
1.We note your disclosure that Adjusted EBITDAR and Adjusted EBITDA, after Lease
Payments are used by management as measures of the Company's operating performance.
Please address the following:
•We note that Adjusted EBITDAR eliminates rent expense associated with triple net
operating leases, which is a normal, recurring cash operating expense necessary to
operate your business.  Please tell us how you determined it was appropriate to
exclude rent expense from this measure.  Refer to Question 100.01 of our Compliance
& Disclosure Interpretations for Non-GAAP Financial Measures.
•Please clarify for us what Adjusted EBITDA, after Lease Payments represents.
•Please tell us how you calculated your adjustment for Lease Payments and quantify

 FirstName LastNameWilliam Fair
 Comapany NamePENN NATIONAL GAMING INC
 July 22, 2019 Page 2
 FirstName LastName
William Fair
PENN NATIONAL GAMING INC
July 22, 2019
Page 2
the amounts aggregated into this adjustment by income statement line item.  In this
regard, please clarify for us if this adjustment is derived solely from U.S. GAAP
expenses, or if it is calculated on a cash basis.
•Please tell us how you determined that Adjusted EBITDA, after Lease Payments is not
a liquidity measure.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Eric McPhee at 202-551-3693 or Jennifer Monick at 202-551-3295 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

CORRESP
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Penn National Gaming, Inc.

825 Berkshire Blvd., Suite 200

Wyomissing, Pennsylvania 19610

Stacie D. Gorman
 Senior Counsel
 Office of Real Estate and Commodities
 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Re:                             Penn National Gaming, Inc.
 Registration Statement on Form S-4
 Filed February 8, 2018
 File No. 333-222936

Dear Ms. Gorman:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Penn National Gaming, Inc. hereby requests acceleration of the effective date of the above-referenced registration statement so that it may become effective at 10:00 a.m., Eastern time, on Wednesday, February 28, 2018, or as soon as possible thereafter.

Sincerely,

Penn   National Gaming, Inc.

By:

/s/   Carl Sottosanti

Carl   Sottosanti

Executive   Vice President, General Counsel and Secretary

Mail Stop 3233
February 22, 2018

Via E -mail
Timothy J. Wilmott, Director and Chief Executive Officer
Penn National Gaming,  Inc.
825 Berkshire Blvd., Suite  200
Wyomissing, Pennsylvania 19610

Re: Penn National Gaming, Inc.
  Registration Statement on Form S-4
Filed  February 8, 2018
  File No.  333-222936

Dear Mr. Wilmott :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact  me at (202)551 -3585 with any questions.

Sincerely,

 /s/ Stacie D. Gorman

 Stacie Gorman
Senior Counsel
Office of Real Estate and
Commodities

cc: Zachary S. Podolsky, Esq. ( via e -mail)

Mailstop 3233
        June 30, 2016

Via E -mail
Mr. Saul V. Reibstein
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 fiscal year ended December 31, 2015
Filed March 15, 2016
File No. 000-24206

Dear Mr. Reibstein :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person u nder the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all  applicable rules require.

Sincerely,

 /s/ Robert F. Telewicz, Jr.

 Robert F. Telewicz , Jr.
Branch Chief
Office of Real Estate and
Commodities

CORRESP
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June 28, 2016

Mr. Robert F. Telewicz, Jr.

Branch Chief
 Office of Real Estate and Commodities

United States Securities and Exchange Commission

Washington, DC 20549

Re:                             Comment Letter Dated June 20, 2016

Penn National Gaming, Inc.

Form 10-K for the year ended December 31, 2015

Filed on March 15, 2016

File No. 000-24206

Dear Mr. Telewicz:

We have received and reviewed the referenced comment letter.  We appreciate your efforts to assist our compliance with the applicable disclosure requirements and to enhance the overall disclosure in our filings.

Our response to the Staff’s comment is contained below and keyed to the numbered comment in the comment letter.

In the following responses, except where indicated otherwise, the terms “we”, “our”, “Company” and “Penn” shall mean Penn National Gaming, Inc. and its consolidated subsidiaries.

Response to Comment

Form 10-K for the year ended December 31, 2015

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Adjusted EBITDA, page 56

Comment No 1:

We note your disclosure that “Adjusted EBITDA is used by management as the primary measure of the Company’s operating performance.” and Adjusted EBITDA is “considered by many to be a better indicator of the Company’s operating results than net income (loss) per GAAP.” Please explain to us how your disclosure complies with Item 10(e)(1)(i)(A) of Regulation S-K which requires that your non-GAAP presentation provide equal or greater prominence to the mostly directly comparable financial measure calculated in accordance with GAAP.

Response:

In response to the foregoing staff comment, in our future filings, we plan to move our disclosure of adjusted EBITDA and related discussion of period over period changes to the end of our Results of Operations, immediately before the section on Liquidity and Capital Resources.  In addition, we plan to modify our previous disclosure with the changes identified below.

In addition to GAAP financial measures, adjusted EBITDA is used by management as the primary an important measure of the Company’s operating performance. We define adjusted EBITDA as earnings before interest, taxes, stock compensation, debt extinguishment charges, impairment charges, insurance recoveries and deductible charges, depreciation and amortization, changes in the estimated fair value of contingent purchase price to the previous owners of Plainridge Racecourse, gain or loss on disposal of assets, and other income or expenses. Adjusted EBITDA is also inclusive of results from discontinued operations, income or loss from unconsolidated affiliates, with our share of non-operating items (such as depreciation and amortization) added back for our joint venture in Kansas Entertainment. Adjusted EBITDA has economic substance because it is used by management as a performance measure to analyze the performance of our business, and is especially relevant in evaluating large, long lived casino projects because it provides a perspective on the current effects of operating decisions separated from the substantial non-operational depreciation charges and financing costs of such projects. We also present adjusted EBITDA because it is used by some investors and creditors as an indicator of the strength and performance of ongoing business operations, including our ability to service debt, fund capital expenditures, acquisitions and operations. These calculations are commonly used as a basis for investors, analysts and credit rating agencies to evaluate and compare operating performance and value companies within our industry. In addition, gaming companies have historically reported adjusted EBITDA as a supplement to financial measures in accordance with GAAP. In order to view the operations of their casinos on a more stand-alone basis, gaming companies, including us, have historically excluded from their adjusted EBITDA calculations certain corporate expenses that do not relate to the management of specific casino properties. However, adjusted EBITDA is not a measure of performance or liquidity calculated in

accordance with GAAP. Adjusted EBITDA information is presented as a supplemental disclosure, as management believes that it is a widely used measure of performance in the gaming industry, is the principal basis for used in the valuation of gaming companies, and that it is considered by many to be a better key indicator of the Company’s operating results than net income (loss) per GAAP. Management uses adjusted EBITDA as the primary an important measure of the operating performance of its segments, including the evaluation of operating personnel. Adjusted EBITDA should not be construed as an alternative to operating income, as an indicator of the Company’s operating performance, as an alternative to cash flows from operating activities, as a measure of liquidity, or as any other measure of performance determined in accordance with GAAP. The Company has significant uses of cash flows, including capital expenditures, interest payments, taxes and debt principal repayments, which are not reflected in adjusted EBITDA. It should also be noted that other gaming companies that report adjusted EBITDA information may calculate this metric in a different manner than the Company and therefore, comparability may be limited.

A reconciliation of the Company’s net income (loss) per GAAP to adjusted EBITDA, as well as the Company’s income (loss) from operations per GAAP to adjusted EBITDA, is included below. Additionally, a reconciliation of each segment’s income (loss) from operations to adjusted EBITDA is also included below. On a segment level, income (loss) from operations per GAAP, rather than net income (loss) per GAAP, is reconciled to adjusted EBITDA due to, among other things, the impracticability of allocating interest expense, interest income, income taxes and certain other items to the Company’s segments on a segment by segment basis. Management believes that this presentation is more meaningful to investors in evaluating the performance of the Company’s segments and is consistent with the reporting of other gaming companies.

The following table presents a reconciliation of the Company’s (loss) income from continuing operations per GAAP to adjusted EBITDA, as well as the Company’s net (loss) income per most directly comparable GAAP financial measures to adjusted EBITDA, for the years ended December 31, 2015, 2014 and 2013:

Year Ended
   December 31,

2015

2014

2013

(in thousands)

Net   (loss) income

$

686

$

(183,822

)

$

(581,252

)

Income   tax (benefit) provision

55,924

30,519

(33,580

)

Other

(5,872

)

(2,944

)

(8,004

)

Loss on   early extinguishment of debt

—

—

61,660

Income   from unconsolidated affiliates

(14,488

)

(7,949

)

(9,657

)

Interest   income

(11,531

)

(3,730

)

(1,387

)

Interest   expense

443,127

425,114

159,897

Income   from discontinued operations, net of tax

—

—

(11,545

)

(Loss)   income from continuing operations

$

467,846

$

257,188

$

(423,868

)

Loss   (gain) on disposal of assets

1,286

738

3,682

Insurance   recoveries, net of deductible charges

—

(5,674

)

108

Impairment   losses

40,042

159,884

798,305

Charge   for stock compensation

8,223

10,666

22,809

Plainridge   contingent purchase price

(5,374

)

689

—

Depreciation   and amortization

259,461

266,742

303,404

Income   from unconsolidated affiliates

14,488

7,949

9,657

Non-operating   items for Kansas JV(1)

10,377

11,809

11,595

Adjusted   EBITDA from discontinued operations

—

—

35,374

Adjusted   EBITDA

$

796,349

$

709,991

$

761,066

Please do not hesitate to call me at 610-401-2049 or our Corporate Controller, Andrew Ranalli at 610-401-2904 if you have any questions or comments regarding the foregoing.

Sincerely,

Penn National Gaming, Inc.

By:

/s/ Saul V. Reibstein

Saul V. Reibstein

Executive Vice President, Finance   and Chief Financial Officer

Mailstop 3233
        June 20, 2016

Via E -mail
Mr. Saul V. Reibstein
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 fiscal year ended December 31, 2015
Filed March 15, 2016
File No. 000-24206

Dear Mr. Reibstein :

We have reviewed your filing an d have the following comment.  In some of our
comment, we may ask you  to provide us with information so we may better understand your
disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment appl ies to your facts and circumstances , please tell us why in your response.

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

Form 10 -K for the year ended December 31, 2015

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Adjusted EBITDA, page 56

1. We note your disclosure that “Adjusted EBITDA is used by management as the primary
measure of the Company’s operating performance.” and Adjust ed EBITDA is
“considered by many to be a better indicator of the Company’s operating results than net
income (loss) per GAAP.”  Please explain to us how your disclosure complies with Item
10(e)(1)(i)(A) of Regulation S -K which requires that your non -GAAP p resentation
provide equal or greater prominence to the mostly directly comparable financial measure
calculated in accordance with GAAP.

Mr. Saul V. Reibstein
Penn National Gaming, Inc.
June 20, 2016
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain th at the filing includes the information the Securities Exchange Act of
1934 and all applicable 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.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commissi on or any person under the federal securities laws of the United States.

You may contact  Peter McPhun  at 202-551-3581  or the undersigned  at 202-551-3438  if
you have questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Robert F. Telewicz, Jr.

 Robe rt F. Telewicz , Jr.
Branch Chief
Office of Real Estate and
Commodities

October 20 , 201 4

Via E -mail
Mr. Saul V. Reibstein
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 fiscal year ended December 31, 2013
Filed on February 27, 2014
File No . 000-24206

Dear Mr. Reibstein:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission o r any person under the
federal securities laws of the United States.  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 o f 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Monick

                   Jennifer Monick
Senior Staff Accountant

CORRESP
1
filename1.htm

October 3, 2014

Ms. Jennifer Monick

Senior Staff Accountant
 United States Securities and Exchange Commission

Division of Corporation Finance

100F Street, N.E.

Washington, DC 20549

Re:                             Comment Letter Dated September 19, 2014

Penn National Gaming, Inc.

Form 10-K for the year ended December 31, 2013

Filed on February 27, 2014

File No. 000-24206

Dear Ms. Monick:

We have received and reviewed the referenced comment letter.  We appreciate your efforts to assist our compliance with the applicable disclosure requirements and to enhance the overall disclosure in our filings.

Our responses to the Staff’s comments are contained below and keyed to the numbered comments in the comment letter.

In the following responses, except where indicated otherwise, the terms “we”, “our”, “Company” and “Penn” shall mean Penn National Gaming, Inc. and its consolidated subsidiaries.

Responses to Comments

Form 10-K for the Year Ended December 31, 2013

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 40

Liquidity and Capital Resources, page 68

Capital Expenditures, page 69

Comment No 1:

Please tell us if you capitalized personnel costs to property and equipment.  To the extent material, please separately quantify and disclose personnel costs capitalized to property and equipment for all periods presented and discuss fluctuations in capitalized personnel costs for all periods presented within your MD&A.

Response:

We capitalize personnel costs for certain individuals whose time is spent directly on capital projects during the construction phase.  These costs have not been material in prior periods as they represented $0.6 million in 2013, $0.9 million in 2012 and $0.8 million in 2011 and as such were not disclosed in our financial statements or MD&A.

Financial Statements

Notes to Consolidated Financial Statements, page 83

4.  Summary of Significant Accounting Policies, page 85

Comment No 2:

In future filings, please disclose your accounting policy for your investments in variable interest entities.  Please provide us an example of your proposed disclosure.

Response:

In future filings we will disclose our accounting policy for our investments in variable interest entities.  We have included below our proposed disclosure that will be incorporated into our next Form 10-K filing.

Principles of Consolidation

The consolidated financial statements include the accounts of Penn and its subsidiaries. Investments in unconsolidated affiliates that do not meet the consolidation criteria of the authoritative accounting guidance for voting interest, controlling interest or variable interest

entities, are accounted for under the equity method.  All significant intercompany accounts and transactions have been eliminated in consolidation.

Variable Interest Entities (“VIE”)

In accordance with the authoritative guidance of Accounting Standards Codification (“ASC”) 810 “Consolidation”, we consolidate a variable interest entity (“VIE”) if we are the primary beneficiary, defined as the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses of or the right to receive benefits from the VIE that could potentially be significant to the VIE.  A variable interest is a contractual, ownership or other interest that changes with changes in the fair value of the VIE’s net assets exclusive of variable interests. To determine whether a variable interest we hold could potentially be significant to the VIE, we consider both qualitative and quantitative factors regarding the nature, size and form of our involvement with the VIE. We assess whether we are the primary beneficiary of a VIE or the holder of a significant variable interest in a VIE on an on-going basis for each such interest.

6.  Acquisitions and Other Recent Business Ventures, page 97

Jamul Indian Village, page 97

Comment No 3:

Please tell us how you are accounting for the arrangement with the Jamul Tribe.  Your response should address, but not necessarily be limited to, whether or not this arrangement is conducted through a separate legal entity.  To the extent it is conducted through a separate legal entity, please tell us whether or not you consolidate this entity and how you made that determination.  Please reference the authoritative accounting literature management relied upon.

Response:

On April 5, 2013, the Company announced that, subject to final National Indian Gaming Commission approval, it and the Jamul Indian Village of California (“the Tribe”) have entered into definitive agreements to jointly develop a Hollywood Casino branded casino on the Tribe’s trust land in San Diego County, California. The definitive agreements were entered into to: (i) secure the development, management, and branding services of the Company to assist the Jamul Tribe during the pre-development phase of the project; (ii) set forth the terms and conditions under which the Company will provide loans to the Jamul Tribe to fund certain development costs; and (iii) create an exclusive arrangement between the parties.

The Tribe is a federally recognized Indian Tribe holding a government-to-government relationship with the United States through the U.S. Department of the Interior’s Bureau of Indian Affairs and possessing certain inherent powers of self-government.  The Tribe is the beneficial owner of approximately six (6) acres of reservation land located within the exterior boundaries of the State of California held by the United States in trust for the Tribe (the “Property”).  The Tribe exercises jurisdiction over the Property

pursuant to its powers of self-government and consistent with the resolutions and ordinances of the Tribe.  The arrangement between the Tribe and the Company provides the Tribe with the expertise, knowledge and capacity of a proven developer and operator of gaming facilities and provides the Company with the exclusive right to administer and oversee planning, designing, development, construction management, and coordination during the development and construction of the project as well as the management of a gaming facility on the Property.

The Company is accounting for the development agreement and related loan commitment letter with the Tribe as a loan (note receivable) with accrued interest in accordance with ASC 310 “Receivables”.  The loan represents advances made by the Company to the Tribe for the development and construction of a gaming facility for the Tribe on reservation land.  As such, the Tribe will own the casino and its related assets and liabilities.  San Diego Ventures, LLC (a wholly owned subsidiary of the Company) is a separate legal entity established to account for the loan and, upon completion of the project and subsequent commencement of gaming operations on the Property, will be the Penn entity which receives management and licensing fees from the Tribe.

The Company considered whether the arrangement with the Tribe represents a variable interest that should be accounted for pursuant to the Variable Interest Entities (“VIE”) Subsections of ASC 810.  We noted that the scope and scope exceptions of ASC 810-10-15-12(e) states that a reporting entity shall not consolidate a government organization or financing entity established by a government organization (other than certain financing entities established to circumvent the provisions of the VIE Subsections of ASC 810).

Based on the status of the Tribe as a government organization, we believe our arrangement with the Tribe is not within the scope defined by ASC 810.

Comment No 4:

Please tell us and disclose in future filings how much of the Jamul Tribe $360 million development project that you are obligated to fund and/or the amount you are anticipating to fund.

Response:

We will disclose in future filings that we have a conditional loan commitment to the Jamul Tribe (that can be terminated under certain circumstances) for $400 million and that we anticipate that we will fund approximately $360 million related to this development.

In providing our response to your comments, we acknowledge that:

·                  we are responsible for the adequacy and accuracy of the disclosure in our filings;

·                  staff comments or changes in disclosure in response comments do not foreclose the Commission from taking action with respect to our filings; and

·                  we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to call me at 610-401-2049 or our Corporate Controller, Andrew Ranalli at 610-401-2904 if you have any questions or comments regarding the foregoing.

Sincerely,

Penn   National Gaming, Inc.

By:

/s/   Saul V. Reibstein

Saul   V. Reibstein

Executive   Vice President, Finance and Chief Financial Officer

September 19, 201 4

Via E -mail
Mr. Saul V. Reibstein
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 fiscal year ended December 31 , 201 3
Filed on February 27, 2014
File No . 000-24206

Dear Mr. Reibstein :

We have reviewed your filing an d have the following comment s.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your document.  In 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 amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment s apply to your facts an d circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have  additional comments.

Form 10 -K for the fiscal year ended December 31, 201 3

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 40

Liquidity and Capital Resources, page 68

Capital Expenditures, page 69

1. Please tell us if you capitalized personnel costs to property and equipment.  To the extent
material, please separately quantify and disclose personnel costs capitalized to property
and equipment for all periods presented and discuss fluctuations in capitalized person nel
costs for all periods presented within your MD&A.

Mr. Saul V. Reibstein
Penn National Gaming, Inc .
September 19, 201 4
Page 2

 Financial Statements

Notes to Consolidated Financial Statements, page 83

4. Summary of Significant Accounting Policies, page 85

2. In future filings, please disclose your accounting policy for your investments in variable
interest entities.  Please provide us an example of your proposed disclosure.

6. Acquisitions and Other Recent Business Ventures, page 97

Jamul Indian Village, p age 97

3. Please tell us how you are accounting for the arrangement with the Jamul Tribe.  Your
response should address, but not necessarily be limited to, whether or not this
arrangement is conducted through a separate legal entity.  To the extent it is con ducted
through a separate legal entity, please tell us whether or not you consolidate this entity
and how you made that determination. Please reference the authoritative accounting
literature management relied upon.

4. Please tell us and disclose in future  filings how much of the Jamul Tribe $360 million
development project that you are obligated to fund and/or the amount you are anticipating
to fund.

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 applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are respon sible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comment s or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Saul V. Reibstein
Penn National Gaming, Inc .
September 19, 201 4
Page 3

 You may contact Peter McPhun , Staff Accountant,  at 202-551-3581 or the undersigned at
202-551-3295 if you have questions.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Senior Staf f Accountant

August 29, 2013

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 completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any pers on under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 an d all applicable rules require.

Sincerely,

 /s/ Robert F. Telewicz Jr.

Robert F. Telewicz Jr.
Senior Staff Accountant

CORRESP
1
filename1.htm

August 8, 2013

Mr. Robert F. Telewicz Jr.

Senior Staff Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100F Street, N.E.

Washington, DC 20549

Re:                             Comment Letter Dated August 2, 2013

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. Telewicz:

We have received and reviewed the referenced comment letter.  We appreciate your efforts to assist our compliance with the applicable disclosure requirements and to enhance the overall disclosure in our filings.

Our responses to the Staff’s comments are contained below and keyed to the numbered comments in the comment letter.

In the following responses, except where indicated otherwise, the terms “we”, “our”, “Company” and “Penn” shall mean Penn National Gaming, Inc. and its consolidated subsidiaries.  In providing our response to your comments, we acknowledge:

·                  we are responsible for the adequacy and accuracy of the disclosure in our filings;

·                  staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to our filings; and

·                  we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Responses to Comments

Form 10-K: For the Year Ended December 31, 2012

Item 7. Management’s Discussion and Analysis of Financial Condition, page 35

Critical Accounting Estimates, page 43

Goodwill and Intangible assets, page 44

Comment No 1:

We note your response to our prior comment 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.

Response:

Our adjusted EBITDA definition attempts to clarify for investors the Company’s recurring earnings capacity from its operations while excluding non-cash items.  This helps investors and analysts to assess the strength and performance of our ongoing business operations compared to our competitors.  By its very definition, EBITDA excludes interest, taxes, depreciation and amortization.  The other items that we adjust for are mainly non-cash in nature and/or are not a result of Penn’s core business of gaming.  These adjustments are stock based compensation expense, debt extinguishment charges, impairment charges, insurance gains/losses, other income/loss (which primarily reflects foreign currency gains and losses), and gains or losses on disposal of assets.  These adjustments are all either non-cash or of a nature that investors do not view as part of our core casino operations. The discussion below presents our proposed disclosure that we would have included within our 2012 Form 10-K.

Adjusted EBITDA

Adjusted EBITDA is used by management as the primary measure of the Company’s operating performance.  We define adjusted EBITDA as earnings before interest, taxes, stock compensation, debt extinguishment charges, impairment charges, insurance recoveries and deductible charges, depreciation and amortization, gain or loss on disposal of assets, and other income or expenses, and inclusive of gain or loss from unconsolidated affiliates.  Adjusted EBITDA has economic substance because it is used by management as a performance measure to analyze the performance of our business, and is especially relevant in evaluating large, long-lived casino projects because it provides a perspective on the current effects of operating decisions separated from the substantial non-operational depreciation charges and financing costs of such projects.  We also present adjusted EBITDA because it is used by some investors and creditors as an indicator of the strength and performance of ongoing business operations, including our ability to service debt, fund capital expenditures, acquisitions and operations.  These calculations are commonly used as a basis for investors, analysts and credit rating agencies to evaluate and compare operating performance and value companies within our industry.  Gaming companies have historically reported adjusted EBITDA as a supplement to financial measures in accordance with U.S. generally accepted accounting principles (“GAAP”).  In order to view the operations of their casinos on a more

stand-alone basis, gaming companies, including us, have historically excluded from their adjusted EBITDA calculations certain corporate expenses that do not relate to the management of specific casino properties.  However, adjusted EBITDA is not a measure of performance or liquidity calculated in accordance with GAAP.  Adjusted EBITDA information is presented as a supplemental disclosure, as management believes that it is a widely used measure of performance in the gaming industry, is the principal basis for the valuation of gaming companies, and that it is considered by many to be a better indicator of the Company’s operating results than net income (loss) per GAAP.  In addition, management uses adjusted EBITDA as the primary measure of the operating performance of its segments, including the evaluation of operating personnel.  Adjusted EBITDA should not be construed as an alternative to operating income, as an indicator of the Company’s operating performance, as an alternative to cash flows from operating activities, as a measure of liquidity, or as any other measure of performance determined in accordance with GAAP.  The Company has significant uses of cash flows, including capital expenditures, interest payments, taxes and debt principal repayments, which are not reflected in adjusted EBITDA.  It should also be noted that other gaming companies that report adjusted EBITDA information may calculate adjusted EBITDA in a different manner than the Company and therefore, comparability may be limited.  A reconciliation of the Company’s adjusted EBITDA to income from operations and net income (loss) per GAAP, is included below.

A reconciliation of each segment’s adjusted EBITDA to income (loss) from operations is also included below.  On a segment level, adjusted EBITDA is reconciled to income (loss) from operations per GAAP, rather than net income (loss) per GAAP due to, among other things, the impracticability of allocating interest expense, interest income, income taxes and certain other items to the Company’s segments on a segment by segment basis.  Management believes that this presentation is more meaningful to investors in evaluating the performance of the Company’s segments and is consistent with the reporting of other gaming companies.

Twelve Months Ended

December 31,

2012

2011

2010

Net income (loss)

$

211,971

$

242,351

$

(59,467

)

Less: Net loss attributable to noncontrolling   interests

—

—

(2,193

)

Net income (loss) including noncontrolling   interests

211,971

242,351

(61,660

)

Taxes on income

152,555

146,881

66,178

Other

1,375

734

(6,421

)

Loss on early extinguishment of debt

—

17,838

519

(Gain) loss from unconsolidated affiliates

(3,804

)

(7,364

)

25,974

Interest income

(948

)

(423

)

(1,579

)

Interest expense

81,440

99,564

130,215

Income from operations

$

442,589

$

499,581

$

153,226

(Gain) loss on disposal of assets

(1,690

)

340

3,104

Insurance recoveries, net of deductible charges

(7,229

)

(13,257

)

(7,523

)

Impairment losses

—

—

224,709

Charge for stock compensation

28,609

24,732

25,954

Depreciation and amortization

245,348

211,476

212,387

Gain (loss) from unconsolidated affiliates

3,804

7,364

(25,974

)

Adjusted EBITDA

$

711,431

$

730,236

$

585,883

For the year ended December 31, 2012

Midwest

East/West

Southern Plains

Other

Total

Income (loss) from operations

$

206,462

$

291,627

$

132,153

$

(187,653

)

$

442,589

Charge for stock compensation

—

—

—

28,609

28,609

Insurance recoveries, net of deductible charges

—

—

(7,229

)

—

(7,229

)

Depreciation and amortization

92,689

88,688

49,408

14,563

245,348

Gain on disposal of assets

(478

)

(1,147

)

(63

)

(2

)

(1,690

)

Gain (loss) from unconsolidated affiliates

—

—

5,210

(1,406

)

3,804

Adjusted EBITDA

$

298,673

$

379,168

$

179,479

$

(145,889

)

$

711,431

For the year ended December 31, 2011

Midwest

East/West

Southern Plains

Other

Total

Income (loss) from operations

$

211,356

$

263,423

$

137,580

$

(112,778

)

$

499,581

Charge for stock compensation

—

—

—

24,732

24,732

Insurance recoveries, net of deductible charges

(18,535

)

—

5,278

—

(13,257

)

Depreciation and amortization

62,844

85,723

53,764

9,145

211,476

(Gain) loss on disposal of assets

(17

)

54

248

55

340

(Loss) gain from unconsolidated affiliates

—

—

(4,834

)

12,198

7,364

Adjusted EBITDA

$

255,648

$

349,200

$

192,036

$

(66,648

)

$

730,236

For the year ended December 31, 2010

Midwest

East/West

Southern Plains

Other

Total

Income (loss) from operations

$

(39,514

)

$

181,175

$

125,318

$

(113,753

)

$

153,226

Charge for stock compensation

—

—

—

25,954

25,954

Impairment losses

220,236

—

—

4,473

224,709

Insurance recoveries, net of deductible charges

(7,523

)

—

—

—

(7,523

)

Depreciation and amortization

64,402

79,244

59,777

8,964

212,387

Loss on disposal of assets

688

151

1,904

361

3,104

Loss from unconsolidated affiliates

—

—

(2,242

)

(23,732

)

(25,974

)

Adjusted EBITDA

$

238,289

$

260,570

$

184,757

$

(97,733

)

$

585,883

Comment No 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 expectation 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 summary 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 the new land-based casino.

·                  Please provide us with an itemized list of the intangible and tangible assets related to the Argosy Casino Sioux City.

Response:

The cash flows associated with our Sioux City reporting unit are based, among other things, on the ability of the Company to maintain its gaming license.  At the June 7, 2012 meeting, the IRGC announced it would open up bidding for the existing gaming license in Sioux City for a new land based Woodbury County Casino and in July announced that proposals for the license would be due by November 5, 2012.  They also indicated at this meeting that the existing riverboat casino would remain open only until such time as the new facility opens.  We filed certain legal actions challenging the decision made by the IRGC stating they intend to institute proceedings to revoke the Company’s license and putting our gaming license out to bid, claiming such action violates state law and the Company’s due process rights.  Essentially, we believe the IRGC improperly took the Company’s existing license and opened it up for bid.

We decided to nevertheless participate in the bidding process for the land based casino and submitted our application on November 5, 2012.  If we had been selected, we would have then proceeded with relocating our existing gaming operation by transferring various assets such as our slot machines (which in regional gaming markets generates the vast majority of a casino’s revenues) and our current workforce from our existing facility. We would also have continued to market to our existing customer database for the new proposed facility due to the close proximity of our proposed locations to our existing facility.  Finally, our controls and operating procedures for the land based casino would have been nearly identical to those utilized to run our riverboat facility.  In other words, this would be a relocation of our existing business to a new location, not the establishment of a new business.  As a result of the pendency of the bidding process, we made the decision to shorten the useful lives of various fixed assets at our existing facility (primarily our riverboat) that would not be able to be transferred to the land based casino facility.

We concluded that an impairment indicator was noted during the fourth quarter of 2012 based on the decision by both Penn and MRHD (the previous not for profit sponsor required by state law) to embark on separate proposals to submit land based casino projects.  We believed there were three potential scenarios that could have resulted from the bidding process.

1.              The IRGC grants the land based gaming license to a competing proposal and Penn receives a 24 month extension to operate the riverboat through December 31, 2014, while the land based casino is being constructed. Once the new land based casino is operational, we cease to operate our riverboat facility as our license is revoked.

2.              Penn’s proposal for a City based casino is accepted and Penn continues to operate the existing riverboat facility during the construction phase of the land based casino, which we estimated would take 24 months to complete.  Once the new land based casino is operational, we cease operating our riverboat facility.

3.              Penn’s proposal for a County based casino is accepted and Penn continues to operate the existing riverboat facility during the construction phase of the land based casino, which we estimated would take 24 months to complete.  Once the new land based casino is operational, we cease operating our riverboat facility.

Our impairment analysis assigned a 25% probability that the first scenario would occur, a 15% probability for the second scenario and a 60% probability for the third scenario.  We felt these percentages were reasonable based on our belief that we had a strong chance of winning the bid and relocating our business due to the various factors that we discussed in our previous response.

All three cash flow scenarios were discounted at our estimated cost of capital of 9% and utilized the Sioux City historical income tax rate of 37.1%.  The cash flows from operating the facility for scenario 1 above was based on the recent historical performance of our facility, whereas the cash flows from our two proposals was based on the projections the Company submitted to the IRGC with its application and included the expenditures required to construct the new land based casino.  Finally, our two land based casino proposals included a terminal growth rate of 1.5% which we believed was a reasonable estimate of the long term growth rate of an established casino facility.

We believe that the retention of our gaming license results in the relocation of our existing business as we would keep the same customers, employees, legal entity, operating procedures, etc.  The primary difference between the two casinos would be a new address in the same regional gaming market as our proposed City site and proposed County site were approximately one mile and twelve miles, respectively, from our existing facility.  As such, we concluded that we were not disposing or selling our existing Sioux City reporting un

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

CORRESP
1
filename1.htm

July 23, 2013

Mr. Robert F. Telewicz Jr.

Senior Staff Accountant
 United States Securities and Exchange Commission

Division of Corporation Finance

100F Street, N.E.

Washington, DC 20549

Re:

Comment   Letter Dated July 10, 2013

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. Telewicz:

We have received and reviewed the referenced comment letter.  We appreciate your efforts to assist our compliance with the applicable disclosure requirements and to enhance the overall disclosure in our filings.

Our responses to the Staff’s comments are contained below and keyed to the numbered comments in the comment letter.

In the following responses, except where indicated otherwise, the terms “we”, “our”, “Company” and “Penn” shall mean Penn National Gaming, Inc. and its consolidated subsidiaries.  In providing our response to your comments, we acknowledge:

·                  we are responsible for the adequacy and accuracy of the disclosure in our filings;

·                  staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to our filings; and

·                  we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Responses to Comments

Form 10-K: For the Year Ended December 31, 2012

Item 7. Management’s Discussion and Analysis of Financial Condition, page 35

Critical Accounting Policies, page 43

Goodwill and other intangible assets, page 44

Comment No 1:

We note your disclosure that adjusted EBITDA is the primary measure of operating performance for your properties.  We further note your use of this measure in your earnings release.  Please tell us if you consider this measure a key performance indicator.  To the extent this measure is considered to be a key performance measure, in future filings please include the measure as well as the required disclosure in accordance with Item 10(e) of Regulation S-K within your Management’s Discussion and Analysis.  Please include an example of any future disclosure in your response.

Response:

Adjusted EBITDA is a widely used measure of performance in the gaming industry and management uses adjusted EBITDA as the primary measure of the operating performance of its segments, including the evaluation of operating personnel.  We also believe it is the principal metric utilized in the valuation of gaming companies and the Company utilizes this metric in the valuation of its reporting units in its goodwill and indefinite life asset impairment testing.  Therefore, we do believe this measure is considered to be a key performance measure and in future filings we will include the measure with the appropriate reconciliations required by Item 10(e) of Regulation S-K within our Management’s Discussion and Analysis.  The discussion below presents our proposed disclosure that we would have included within our 2012 Form 10-K.

Adjusted EBITDA

Adjusted EBITDA is used by management as the primary measure of the Company’s operating performance.  We define adjusted EBITDA as earnings before interest, taxes, stock compensation, impairment charges, insurance recoveries and deductible charges, depreciation and amortization, gain or loss on disposal of assets, and other income or expenses, and inclusive of gain or loss from unconsolidated affiliates.  Adjusted EBITDA is not a measure of performance or liquidity calculated in accordance with GAAP.  Adjusted EBITDA information is presented as a supplemental disclosure, as management believes that it is a widely used measure of performance in the gaming industry.  In addition, management uses adjusted EBITDA as the primary measure of the operating performance of its segments, including the evaluation of operating personnel.  Adjusted EBITDA should not be construed as an alternative to operating income, as an indicator of the Company’s operating performance, as an alternative to cash flows from operating activities, as a measure of liquidity, or as any other measure of performance determined in accordance with GAAP.  The Company has significant uses of cash flows, including capital expenditures, interest payments, taxes and debt principal repayments, which are not reflected in adjusted EBITDA.  It should also be noted that other gaming companies that report adjusted

EBITDA information may calculate adjusted EBITDA in a different manner than the Company and therefore, comparability may be limited.  Adjusted EBITDA is presented as a supplemental disclosure, because management believes that it is a principal basis for the valuation of gaming companies, and that it is considered by many to be a better indicator of the Company’s operating results than diluted net income (loss) per GAAP.  A reconciliation of the Company’s adjusted EBITDA to income from operations and net income (loss) per GAAP, is included below.

A reconciliation of each segment’s adjusted EBITDA to income (loss) from operations is also included below.  On a segment level, adjusted EBITDA is reconciled to income (loss) from operations per GAAP, rather than net income (loss) per GAAP due to, among other things, the impracticability of allocating interest expense, interest income, income taxes and certain other items to the Company’s segments on a segment by segment basis.  Management believes that this presentation is more meaningful to investors in evaluating the performance of the Company’s segments and is consistent with the reporting of other gaming companies.

Twelve Months Ended

December 31,

2012

2011

2010

Net income (loss)

$

211,971

$

242,351

$

(59,467

)

Less: Net loss attributable to noncontrolling   interests

—

—

(2,193

)

Net income (loss) including noncontrolling   interests

211,971

242,351

(61,660

)

Taxes on income

152,555

146,881

66,178

Other

1,375

734

(6,421

)

Loss on early extinguishment of debt

—

17,838

519

(Gain) loss from unconsolidated affiliates

(3,804

)

(7,364

)

25,974

Interest income

(948

)

(423

)

(1,579

)

Interest expense

81,440

99,564

130,215

Income from operations

$

442,589

$

499,581

$

153,226

(Gain) loss on disposal of assets

(1,690

)

340

3,104

Insurance recoveries, net of deductible charges

(7,229

)

(13,257

)

(7,523

)

Impairment losses

—

—

224,709

Charge for stock compensation

28,609

24,732

25,954

Depreciation and amortization

245,348

211,476

212,387

Gain (loss) from unconsolidated affiliates

3,804

7,364

(25,974

)

Adjusted EBITDA

$

711,431

$

730,236

$

585,883

For the year ended December 31, 2012

Midwest

East/West

Southern Plains

Other

Total

Income (loss) from operations

$

206,462

$

291,627

$

132,153

$

(187,653

)

$

442,589

Charge for stock compensation

—

—

—

28,609

28,609

Insurance recoveries, net of deductible charges

—

—

(7,229

)

—

(7,229

)

Depreciation and amortization

92,689

88,688

49,408

14,563

245,348

Gain on disposal of assets

(478

)

(1,147

)

(63

)

(2

)

(1,690

)

Gain (loss) from unconsolidated affiliates

—

—

5,210

(1,406

)

3,804

Adjusted EBITDA

$

298,673

$

379,168

$

179,479

$

(145,889

)

$

711,431

For the year ended December 31, 2011

Midwest

East/West

Southern Plains

Other

Total

Income (loss) from operations

$

211,356

$

263,423

$

137,580

$

(112,778

)

$

499,581

Charge for stock compensation

—

—

—

24,732

24,732

Insurance recoveries, net of deductible charges

(18,535

)

—

5,278

—

(13,257

)

Depreciation and amortization

62,844

85,723

53,764

9,145

211,476

(Gain) loss on disposal of assets

(17

)

54

248

55

340

(Loss) gain from unconsolidated affiliates

—

—

(4,834

)

12,198

7,364

Adjusted EBITDA

$

255,648

$

349,200

$

192,036

$

(66,648

)

$

730,236

For the year ended December 31, 2010

Midwest

East/West

Southern Plains

Other

Total

Income (loss) from operations

$

(39,514

)

$

181,175

$

125,318

$

(113,753

)

$

153,226

Charge for stock compensation

—

—

—

25,954

25,954

Impairment losses

220,236

—

—

4,473

224,709

Insurance recoveries, net of deductible charges

(7,523

)

—

—

—

(7,523

)

Depreciation and amortization

64,402

79,244

59,777

8,964

212,387

Loss on disposal of assets

688

151

1,904

361

3,104

Loss from unconsolidated affiliates

—

—

(2,242

)

(23,732

)

(25,974

)

Adjusted EBITDA

$

238,289

$

260,570

$

184,757

$

(97,733

)

$

585,883

Comment No 2:

Please tell us how you concluded that the fair market value of the Argosy Casino Sioux City reporting unit should be partially based on the expectation of future cash flows associated with obtaining the license to operate the Woodbury County Casino.  Additionally, tell us facts and circumstances surrounding your conclusion that one of your two proposals presented to the IRGC to operate the Woodbury County Casino had a strong chance of being selected.

Response:

The cash flows associated with our Sioux City reporting unit are based, among other things, on the ability of the Company to maintain its gaming license.  Since the IRGC announced it would put the Sioux City gaming license out for bid on June 7, 2012, the Company had to estimate the probability of successfully retaining this gaming license in its impairment analysis versus the probability of losing the bid and discontinuing operation of our existing facility following the opening of a new facility.  Our impairment

analysis factored in both of these scenarios.  In addition, the Company filed certain legal actions challenging the decision made by the IRGC to revoke the Company’s license and put a new Sioux City gaming license out to bid, claiming such action violates state law and the Company’s due process rights.

We believed we had a strong chance of being selected for the new land based casino facility based on 1) our long standing track record of operating a successful gaming operation in the Sioux City regional gaming market as well as various other regional gaming markets throughout the United States, 2) our two proposals had the highest development budgets of the four proposals received by the IRGC, and 3) the two competing proposals were subject to financing contingencies for the project, including receipt of public grants, tax abatements or other support, whereas our project requested no concessions and could have been fully funded from the amounts available under our revolving credit facility and/or funds from operations.  The gaming industry has had numerous instances of casino projects being abandoned or halted based on the inability to secure financing.  Additionally, we are not aware of any instance in the history of gaming in the United States where a license was arbitrarily revoked and put out for bid when the financial stability or suitability of the licensee was not at issue.

On April 18, 2013, the IRGC announced that another applicant was selected for the development of a land based casino in Sioux City, Iowa.  The IRGC indicated that it intends to permit the Company to continue operations at its Sioux City facility until such time as the new casino opens to the public, but not beyond.  The Company, which already has several legal actions pending that relate to this issue, is currently reviewing all of its options and will maintain an open dialogue with the IRGC, Sioux City officials and its employees regarding the IRGC’s decision.  The Company is challenging both the award of a license to another company and the announced intent to close our casino once the new project opens.  However, in light of this decision, the Company recorded a $71.8 million goodwill and other intangible asset impairment charge in its results for the second quarter which was within the range that we disclosed in a Form 8-K on April 23, 2013, as well as in a subsequent event footnote in our first quarter Form 10-Q.

Impairment Losses, Page 56

Comment No 3:

We note your disclosure that goodwill impairment charges were taken in 2010 as a result of decreased earnings projections resulting from an anticipated increase in competition from the scheduled opening of a casino in the second half of 2011 in Des Plaines, Illinois.  Similarly, we note your disclosure on pages 39-42 that the opening of certain casinos in 2012 and the anticipated openings of new racinos in 2014 will or are expected to have an adverse impact on Hollywood Casino Lawrenceburg, Hollywood Casino Columbus, Hollywood Casino at Charles Town Races, Hollywood Casino Perryville, Hollywood Casino Bangor, Argosy Riverside, and Hollywood Casino Baton Rouge.  Please provide additional details relating to the facts and circumstances that lead to your conclusion that no impairment charges were necessary for the long-lived assets, goodwill and other intangible assets associated with these casinos.

Response:

The Company prepares long term forecasts for each of its reporting units on an annual basis or more frequently if a significant event occurs (for example, the legalization or expansion of gaming that would negatively impact one of our properties). These forecasts take into consideration the anticipated impact of new competition on our reporting units and we utilize these updated projections in our annual impairment testing in the fourth quarter of each year or more frequently if impairment indicators are noted during an interim reporting period.  Therefore, although several of our properties have been or will be subject to additional competitive threats that we anticipate will negatively impact their results, the Company previously forecasted the impact of this additional competition and incorporated these projections in its fourth quarter 2012 impairment testing related to goodwill, intangible assets, and property and equipment.

Financial Statements

Report of Independent Registered Public Accounting Firm, page 67

Comment No 4:

Please amend your filing to include an audit report that makes reference to all of the financial statements covered.  Specifically, we note no reference has been made to the included consolidated statements of comprehensive income in the audit opinion.

Response:

Our audit firm has delivered to us the correct audit opinion noting all appropriate financial statements.  We are in the process of correcting the typographical error in our Form 10-K.

Consolidated Statements of Cash Flows, page 72

Comment No 5:

In future filings, please revise your presentation to separately present new project development costs and recurring/redevelopment project costs.

Response:

In future filings we will present new project development costs and recurring/redevelopment project costs separately on our statement of cash flows.

Notes to Consolidated Financial Statements

Comment No 6:

Please tell us how you have applied the guidance in ASC Topic 805-10-50-2(h) as it relates to your property acquisitions.

Response:

We determined that our acquisition of the Harrah’s St. Louis casino was not a material business acquisition to our investors that would require all of the disclosures as outlined in ASC 805-10-50-2.  The acquisition was completed on November 2, 2012 and contributed approximately 1% to the Company’s consolidated revenue and EBITDA in 2012.  This impact was not deemed significant to the contribution of 2012 revenue or earnings.  In determining the significance of this acquisition on Penn’s proforma earnings, we noted the St. Louis acquisition represented approximately 7% of our proforma consolidated revenue and adjusted EBITDA.  Based on these metrics and the fact that Penn intends to manage this property differently from Harrah’s going forward, we had concluded that this acquisition was not material to our investors to require all of the disclosures under ASC 805-10-50-2.

D

July 10 , 2013

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 2 2, 2013
File No. 000-24206

Dear Mr. Clifford :

We have reviewed your filing an d have the following comment s.  In our comment s, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter via EDGAR within ten business days by provi ding the
requested information or by advising us when you will provide the requested response.   If you do
not believe our comment s apply to your facts and circumstances , please tell us why in your
response.

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

Form 10 -K for the year ended Dece mber 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 disclosure that adjusted E BITDA is the primary measure  of operating
performance for your properties. We further note your use of this measure in your earnings
release.  Please tell us if you consider this measure a key performance indicator. To the
extent this measure is considered to be a key performance measure, in futur e filings please
include the measure as well as the required disclosure in accordance with Item 10(e) of
Regulation S -K within your Management’s Discussion and Analysis. Please include an
example of any future disclosure in your response.

Mr. William J. Clifford
Penn National Gaming, Inc.
 July 10 , 2013
 Page 2

 2) Please tell us ho w you concluded that the fair market value of the Argosy Casino Sioux City
reporting unit should be partially based on the expectation of future cash flows associated
with obtaining the license to operate the Woodbury County Casino. Additionally, tell us f acts
and circumstances surrounding your conclusion that one of your two proposals presented to
the IRGC to operate the Woodbury County Casino had a strong chance of being selected.

Impairment Losses, page 56

3) We note your disclosure that goodwill impairment charges were taken in 2010 as a result of
decreased earnings projections resulting from an anticipated increase in competition from the
scheduled opening of a casino in the second half of 2011 in Des Plaines , Illinois. Similarly,
we note your disclosure on pages 39 -42 that the opening of certain casinos in 2012 and the
anticipated opening of new racinos in 2014 will or are expected to have an adverse impact on
Hollywood Casino Lawrenceburg, Hollywood Casino C olumbus, Hollywood Casino at
Charles Town Races, Hollywood Casino Perryville, Hollywood Casino Bangor, Argosy
Riverside, and Hollywood Casino Baton Rouge. Please provide additional details relating to
the facts and circumstances that lead to your conclusio n that no impairment charges were
necessary for the long – lived assets, goodwill and other intangible assets associated with
these casinos.

Financial Statements

Report of Independent Registered Public Accounting Firm, page 67

4) Please amend your filing  to include an audit report that makes reference to all of the financial
statements covered. Specifically, we note no reference has been made to the included
consolidated statements of comprehensive income in the audit opinion.

Consolidated Statements of  Cash Flows, page 72

5) In future filings, please revise your presentation to separately present new project
development costs and recurring/redevelopment project costs.

Notes to Consolidated Financial Statements

6. Acquisitions and Other Recent Business Ventures

6) Please tell us how you have applied the guidance in ASC Topic 805 -10-50-2(h) as it relates
to your property acquisitions.

Mr. William J. Clifford
Penn National Gaming, Inc.
 July 10 , 2013
 Page 3

 DEF14A filed on April 30, 2013

General

7) In future Exchange Act reports, please revise the say -on-pay proposal, including the proxy
card, to comply with the guidance provided by Exchange Act Rules Compliance and
Disclosure Interpretation Question 169.07.

We urge all persons who are responsible for the accuracy and adequacy of the dis closure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s dis closure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment s, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accur acy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in an y proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

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

Sincerely,

 /s/ Robert F. Telewicz Jr.

Robert F. Telewicz Jr.
Senior Staff Accountant

August 16, 2012

William J. Clifford
Senior Vice President and Chief Financial Officer
Penn National Gaming, Inc.
825 Berkshire Blvd.
Suite 200
Wyomissing, Pennsylvania 19610

Re: Penn National Gaming, Inc.
 Form 10-K
Filed February 24, 2012
File No. 000 -24206

Dear Mr. Clifford:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the  Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  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 applicable rules require.

Sincerely,

 /s/ Cicely LaMothe

Cicely LaMothe
Senior Assistant Chief Accountant

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August 1, 2012

Ms. Cicely LaMothe

Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, DC 20549

Re:

Comment   Letter Dated July 19, 2012 (received via fax on July 19, 2012)

Penn National Gaming, Inc.

Form 10-K for the Fiscal   Year Ended December 31, 2011

Filed on February 24, 2012

File No. 000-24206

Dear Ms. LaMothe:

We have received and reviewed the referenced comment letter.  We appreciate your efforts to assist our compliance with the applicable disclosure requirements and to enhance the overall disclosure in our filings.

Our responses to the Staff’s comments are contained below and keyed to the numbered comments in the comment letter.

In the following responses, except where indicated otherwise, the terms “we”, “our”, “Company” and “Penn” shall mean Penn National Gaming, Inc. and its consolidated subsidiaries.  In providing our response to your comments, we acknowledge:

·                  we are responsible for the adequacy and accuracy of the disclosure in our filings;

·                  staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to our filings; and

·                  we may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Responses to Comments

Form 10-K: For the Year Ended December 31, 2011

Item 1.  Business, page 1

Properties, page 2

Comment No 1:

We note your disclosure throughout regarding developments.  To the extent such developments are material, in future Exchange Act filings, please disclose the anticipated completion date, costs incurred to date and budgeted costs.  For completed developments, please disclose total development costs on a per square foot basis.

Response:

In our 2011 Form 10-K, we disclosed various details related to our two significant development projects, namely Hollywood Casino Toledo and Hollywood Casino Columbus.  More specifically, page 54 indicated the capital project expenditures incurred in 2011 by reportable segment which included a footnote indicating the amount of expenditures in our Midwest reportable segment attributable to our Toledo and Columbus casino projects.  On page 55, we also disclosed the anticipated 2012 expenditures along with project totals by reportable segment, which again included a footnote indicating the amounts attributable to our Toledo and Columbus casino projects.  Finally, we disclosed the anticipated completion date and budget for both Hollywood Casino Toledo and Hollywood Casino Columbus.  In future filings, we will also disclose the cumulative amount incurred on significant development projects.

Additionally, when a construction project is completed we will disclose the total cumulative costs incurred and the actual opening date compared to our budget since based on our experience that is more relevant to users of our financial statements than the cost per square foot of the facility.

The following will be modified in our disclosure, items in italics are the changes we are proposing to the existing language that was disclosed on page 54 of the 2011 Form 10-K to indicate the cumulative costs for significant development projects:

In November 2009, the “Ohio Jobs and Growth Plan,” a casino ballot proposal calling for an amendment to Ohio’s Constitution to authorize casinos in the state’s four largest cities, Cincinnati, Cleveland, Columbus and Toledo, was approved. Construction is underway for Hollywood Casino Toledo, a $320 million Hollywood-themed casino in Toledo, Ohio, inclusive of $50 million in licensing fees, with a planned casino opening of 2,000 slot machines, 60 table games and 20 poker tables, structured and surface parking, as well as food and beverage outlets and an entertainment lounge. The Hollywood Casino Columbus project, a $400 million Hollywood-themed casino in Columbus, Ohio, inclusive of $50 million in licensing fees, is under construction, with a planned casino opening of up to 3,000 slot machines, 70 table games and 30 poker tables, structured and surface parking, as well as food and beverage outlets and an entertainment lounge. We expect the opening of Hollywood Casino Toledo by the end of May 2012 and Hollywood Casino Columbus on November 1, 2012.  We have incurred cumulative costs of $156.3 million and $90.4 million through December 31, 2011 for Hollywood Casino Toledo and Hollywood Casino Columbus, respectively.

Comment No 2:

We note that various properties include hotel rooms.  In future Exchange Act filings, please disclose average daily rate, occupancy and REVPar on a portfolio basis for your properties that include hotels or otherwise explain to us why such information is not material to investors.

Response:

Net lodging revenues were $22.9 million and represented less than 1.0% of our consolidated net revenues for the year-ended December 31, 2011.  Since this amount is not significant, we do not believe additional disclosures would be useful to investors.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 34

Comment No 3:

In future Exchange Act periodic reports, please explain how the volume indicators are measured and discuss how changes, if any, in those indicators impacted your operations.  Also, please explain the concept of hold and win percentages, and to the extent that changes in those percentages impact operating results, discuss such impact.

Response:

In future Exchange Act periodic reports we will discuss how volume indicators are measured and the concept of hold and win percentages.  As we explain below, we did not experience significant changes in win or hold percentages in recent periods.  We believe our discussions in the MD&A related to changes in gaming revenue adequately discloses to investors the reason for changes in our revenues as the explanation for changes in business volumes at our properties would be nearly identical.

Slot handle is the gross amount wagered for the period cited. The win or hold percentage is the net amount of gaming wins and losses, with liabilities recognized for accruals related to the anticipated payout of progressive jackpots.  Our slot hold percentages have consistently been in the 6% to 10% range over the past several years and we have consistently disclosed these ranges.  It should be noted that the majority of the Company’s gaming revenue is derived from slot revenues, as they represented approximately 88% and 93% of gaming revenue in 2011 and 2010, respectively.  Given the stability in our slot hold percentages, we have not experienced significant impacts to earnings from changes in these hold percentages.  As a result, neither our slot hold or handle has had a material impact on our operations for the periods covered in our Form 10-K.  We will disclose material fluctuations in these measurements in future periods.

For table games, customers usually purchase cash chips at the gaming tables.  Table drop is the amount of cash, chips, credit issued and wagering vouchers contained in the drop box of the table game.  Table game win is the amount of drop that is retained and recorded as casino gaming revenue, with liabilities recognized for funds deposited by customers before gaming play occurs and for unredeemed gaming chips.  As Penn is focused on regional gaming markets, our table hold percentages are not volatile to the extent of casino operators which focus on destination gaming markets, such as Las Vegas, Nevada and parts of Southeast Asia(e.g. Macau).  We believe this to be a result of the fact that the majority of our regional properties do not regularly experience high end play which can cause volatility in table holds.  Therefore, changes in our table hold percentages do not vary materially and therefore do not have a material impact to our earnings.  However, as disclosed in our discussion of changes in gaming revenues in our East/West segment on page 45 of our MD&A, the introduction of table games in July 2010 at

Hollywood Casino at Charles Town Races and Hollywood Casino at Penn National Race Course has benefited our results as these gaming offerings were not available previously at these facilities.

The following will be modified in our disclosure, items in italics are the changes we are proposing to the existing language as if the disclosure was being prepared for the 2011 Form 10-K:

The vast majority of our revenue is gaming revenue, derived primarily from gaming on slot machines (represented approximately 88% and 93% of our gaming revenue in 2011 and 2010) and to a lesser extent, table games, which is highly dependent upon the volume and spending levels of customers at our properties.  Other revenues are derived from our management service fee from Casino Rama, our hotel, dining, retail, admissions, program sales, concessions and certain other ancillary activities, and our racing operations.  Our racing revenue includes our share of pari-mutuel wagering on live races after payment of amounts returned as winning wagers, our share of wagering from import and export simulcasting, and our share of wagering from our OTWs.

Key performance indicators related to gaming revenue are slot handle and table game drop (volume indicators) and “win” or “hold” percentage. Slot handle is the gross amount wagered for the period cited.  The win or hold percentage is the net amount of gaming wins and losses, with liabilities recognized for accruals related to the anticipated payout of progressive jackpots.  Our slot hold percentages have been extremely consistent over the past several years.  Given the stability in our slot hold percentages, we have not experienced significant impacts to earnings from changes in these percentages.

For table games, customers usually purchase cash chips at the gaming tables.  The cash and markers (extensions of credit granted to certain credit worthy customers) are deposited in the gaming table’s drop box.  Table game win is the amount of drop that is retained and recorded as casino gaming revenue, with liabilities recognized for funds deposited by customers before gaming play occurs and for unredeemed gaming chips.  As we are focused on regional gaming markets, our table win percentages are fairly stable as the majority of these markets do not regularly experience high-end play which can lead to volatility in win percentages.  Therefore, changes in table game win percentages do not typically have a material impact to our earnings.  However, as discussed in our analysis of gaming revenues in a later section of this management’s discussion and analysis, the introduction of table games in July 2010 at Hollywood Casino at Charles Town Races and Hollywood Casino at Penn National Race Course has led to a significant increase in our gaming revenues and earnings in our East/West segment.

Our typical property slot hold percentage is in the range of 6% to 10% of slot handle, and our typical table game win percentage is in the range of 12% to 25% of table game drop.

Comment No. 4

We note that a portion of your revenue increase is a result of acquisitions and openings of casinos.  Please tell us if management analyzes the changes in revenues, expenses or any other key financial measures for properties that were owned and operating in both comparable periods.  If so, please provide an analysis of such changes in future Exchange Act reports or advise.

Response:

As discussed on page 35 of our management’s discussion and analysis, our Company’s Chief Executive Officer measures and assesses our business performance based on the results of our three regional

operations.  Due to the size of our regional segments, increases in revenues and expenses are typically due to property openings, business acquisitions or the expansion of gaming offerings at one of our properties.  When this is the case, we clearly identify the inclusion of such acquisition or expansion and its impact on the segment results.  However, when significant and unusual events occur at properties that were open in both periods, we aim to include relevant disclosure of its impact.  For instance, in our 2011 10-K, we described that revenue increases in our East/West segment were impacted by the introduction of table games at Hollywood Casino at Charles Town and Hollywood Casino at Penn National Race Course.  We also disclosed that reductions in gaming revenue at our Midwest segment of $3.8 million in 2011 was due to lower gaming revenue at Hollywood Casino Aurora primarily from increased competition with the opening of the tenth licensed casino in Illinois on July 18, 2011.  Each of these properties were owned and operated in both comparable periods.

Additionally, when explaining the decline in gaming expenses within our Midwest segment, we noted the reduction in gaming taxes at Hollywood Casino Aurora resulting from lower taxable gaming revenues and the expiration of the 3% surcharge in July 2011 for both our Hollywood Casino Aurora and Hollywood Casino Joilet properties.  Finally, when describing the variance in general and administrative expenses in 2011 compared to 2010 in our Midwest segment we disclosed a charge of $6.6 million associated with a police services contract termination at Hollywood Casino Aurora.

We will continue to disclose material items that impact revenues, expenses or any other key financial measures for properties that were owned and operated in both reporting periods in future Exchange Act reports.

Promotional allowances, page 46

Comment No. 5

In future Exchange Act reports, either in your results of operations or in the overview section of MD&A, please expand your disclosure to clarify what comprises “promotional allowances.”  Furthermore, please discuss management’s general philosophies and practices with respect to the use of promotional allowances.

Response:

In future Exchange Act reports, we will expand our disclosures to clarify what comprises “promotional allowances” as well as our general philosophy and practices with respect to the use of promotional allowances.  The following disclosure will be incorporated into our existing disclosure in the results of operations section describing variances within promotional allowances.

The retail value of accommodations, food and beverage, and other services furnished to guests without charge is included in gross revenues and then deducted as “promotional allowances”.  Our promotional allowance levels are determined based on various factors such as our marketing plans, competitive factors, economic conditions, and regulations.

Financial Statements

Loan Receivable, page 79

Comment No. 6

We note your disclosure that you allocated approximately $203.7 million to property and equipment as a result of your acquisition of the M Resort.  However, in footnote 8 you disclose that property and equipment increased by approximately $477.2 million primarily as a result of the acquisition of the M Resort.  Please explain the difference between the two disclosures.  In your response include a reconciliation of the amounts allocated to net assets as a result of the acquisition to the purchase price.

Response:

As disclosed in footnote 8, we indicated that “the increase in total property and equipment was due primarily to the acquisition of M Resort as well as expenditures for the facilities under construction in Ohio.”  As disclosed in Note 6, $203.7 million was allocated to property and equipment as a result of the M Resort acquisition.  The remaining increase relates to items we disclosed on page 54 and 55 in our management’s discussion and analysis, namely $216.1 million for capital projects (which includes expenditures of $131.0 million and $43.7 million, respectively for Hollywood Casino Toledo and Hollywoo

July 19, 2012

William J. Clifford
Senior Vice President and Chief Financial Officer
Penn National Gaming, Inc.
825 Berkshire Blvd.
Suite 200
Wyomissing, Pennsylvania 19610

Re: Penn National Gaming, Inc.
 Form 10-K
Filed February 24, 2012
File No. 000-24206

Dear Mr. Clifford:

We have reviewed your filing an d 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 amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have  additional comments.

Item 1. Business, page 1

Properties, page 2
1. We note your disclosure throughout regarding developments.  To the extent such
developments are material, in future Exchange Act filings, please disclose the anticipated
completion date, costs incurred to date and budgeted costs.  For completed developments,
please disclose total development costs on a per square foot basis.
2. We note that various properties include hotel rooms.  In future Exchange A ct filings,
please disclose average daily rate, occupancy and REVPar on a portfolio basis for your
properties that include hotels or otherwise explain to us why such information is not
material to investors.

William J. Clifford
Penn National Gaming, Inc.
July 19, 2012
Page 2

 Item 7. Management’s Discussion and Analysis o f Financial Condition and Results of
Operations, page 34

3. In future Exchange Act periodic reports, please explain how the volume indicators are
measured and discuss how changes, if any, in those indicators impacted your operations.
Also, please explain th e concept of hold and win percentages, and to the extent that
changes in those percentages impact operating results, discuss such impact.
4. We note that a portion of your revenue increase is a result of acquisitions and openings of
casinos.  P lease tell us i f management analyzes the changes in revenue s, expense s or any
other key financial measures for properties that were owned and operating in both
compared periods.   If so, please provide an analysis of such changes in future Exchange
Act reports or advise.

Promotional allowances, page 46
5. In future Exchange Act reports, either in your results of operations or overview section of
MD&A, please expand your disclosure to clarify what comprises “promotional
allowances.”  Furthermore, please discuss management’s g eneral philosophies and
practices with respect to the use of promotional allowances.

Financial Statements

6. Loan Receivable, page 79
6. We note your disclosure that you allocated approximately $203.7 million to property and
equipment as a result of your acquisition of the M Resort.  However, in footnote 8 you
disclose that property and equipment increased by approximately $477.2 million
primarily as a result of the acquisition of the M Resort.  Please explain the difference
between the two disclosures.  I n your response include a reconciliation of the amounts
allocated to net assets as a result of the acquisition to the purchase price.

Note 20. Subsidiary Guarantors, page 105
7. We note your disclosure that condensed consolidating financial information for y our
$2.15 billion senior secured credit facility was not included as it met certain criteria.
Please clarify if this debt constitutes a registered security within the guidance outlined in
Rule 3 -10 of Regulation S -X.  If not, please supplementally advise us of the literature you
are relying upon in determining what disclosures to include regarding your subsidiary
guarantors.  In addition, please tell us how you determined the restrictions imposed by
gaming authorities in certain jurisdictions would not sig nificantly impact Penn’s ability to
obtain funds and how you determined the subsidiaries not acting as guarantors are minor.

William J. Clifford
Penn National Gaming, Inc.
July 19, 2012
Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fil ing includes the information the Securities Exchange Act of
1934 and all applicable 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.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comm ents or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Robert Telewicz, Staff Accountant  at (202)551 -3438  or the undersigned
at (202)551 -3413  if you have questions regarding comments on the financial statements and
related matters.   Please contact Erin Martin, Staff Attorney  at (202)551 -3391  or Duc Dang, Legal
Examiner  at (202)551 -3386  with any other questions.

Sincerely,

 /s/ Cicely LaMothe

Cicely LaMothe
Senior Assistant Chief Accountant

November 4, 2010

William J. Clifford Chief Financial Officer Penn National Gaming, Inc. 825 Berkshire Blvd., Suite 200 Wyomissing, Pennsylvania 19610
Re: Penn National Gaming, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009
                        Filed on February 26, 2010
File No. 000-24206
 Dear Mr. Clifford:           We have completed our review of your Form 10-K and related fi lings and have no further
comments at this time.

                                                 Sincerely,

                         Lyn Shenk                         Branch Chief

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November 2, 2010

Mr. Lyn Shenk

Branch Chief

United States Securities and
Exchange Commission

Division of Corporation Finance

100F Street, N.E.

Washington, DC 20549

  Re:

  Comment Letter Dated
  September 15, 2010

  Penn National Gaming, Inc.

  Form 10-K For the Fiscal
  Year Ended December 31, 2009

  Filed on February 26, 2010

  File No. 000-24206

Dear Mr. Shenk:

We have received and reviewed the
referenced comment letter.  We appreciate
your efforts to assist our compliance with the applicable disclosure
requirements and to enhance the overall disclosure in our filings.

Our responses to the Staff’s
comments are contained below.

In the following responses, except
where indicated otherwise, the terms “we”, “our”, “Company” and “Penn” shall
mean Penn National Gaming, Inc. and its consolidated subsidiaries.  In providing our response to your comments,
we acknowledge:

·      we are responsible for the
adequacy and accuracy of the disclosure in our filings;

·      staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from
taking any action with respect to our filings; and

·      we may not assert staff
comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

Responses to Comments

Form 10-K: For the Year
Ended December 31, 2009

Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

Goodwill and other intangible assets,
page 39

Comment No 1:

We note your response to our prior
comment one.  Please revise your
disclosure in future filings to disclose the basis for your belief that
disclosing information regarding the percentage by which fair value exceeded
the carrying value as of the most recent step one of the impairment test for
reporting units that are at risk of failing step one of the impairment test
will not provide meaningful information and that this information could be
potentially misleading similar to the language provided in your response
letter.  Additionally, please revise to
disclose your statement that you believe that at this time all of your
reporting units are at risk of goodwill impairment charges in future periods
regardless of the margin by which the current fair value of your reporting unit
exceeds its carrying value and that such margin cannot and should not be relied
upon to predict which properties are most at risk for future impairment
charges.  Please provide us with a copy
of your intended revised disclosure.

Response:

Attached below is a copy of our
revised disclosure, items in italics are the changes we are proposing from our
previous response in order to address your comments above.

At December 31, 2009, we had
$1,380.0 million in goodwill and $377.0 million in other intangible
assets within our consolidated balance sheet, representing 29.3% and 8.0% of
total assets, respectively, resulting from our acquisition of other businesses
and payment for gaming licenses and racing permits. Two issues arise with
respect to these assets that require significant management estimates and
judgment: (i) the valuation in connection with the initial purchase price
allocation; and (ii) the ongoing evaluation for impairment.

In connection with our acquisitions,
valuations are completed to determine the allocation of the purchase prices.
The factors considered in the valuations include data gathered as a result of
our due diligence in connection with the acquisitions, projections for future
operations, and data obtained from third-party valuation specialists as deemed
appropriate. Goodwill is tested annually, or more frequently if indicators of
impairment exist, for impairment by comparing the fair value of the reporting
units to their carrying amount. If the carrying amount of a reporting unit
exceeds its fair value in step 1 of the impairment test, then step 2 of the
impairment test is performed to determine the implied value of goodwill for
that reporting unit. If the implied value of goodwill is less than the goodwill
allocated for that reporting unit, an impairment loss is recognized.

In accordance with Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
350, “Intangibles-Goodwill and Other,” the Company considers its gaming
license, racing permit and trademark intangible assets as indefinite-life
intangible assets that do not require amortization.

Rather, these intangible assets are
tested for impairment annually, or more frequently if indicators of impairment
exist, by comparing the fair value of the recorded assets to their carrying
amount. If the carrying amounts of the gaming license, racing permit and
trademark intangible assets exceed their fair value, an impairment loss is
recognized.

The evaluation of goodwill and
indefinite-life intangible assets requires the use of estimates about future
operating results of each reporting unit to determine their estimated fair
value. The Company uses a market approach model, which includes the use of
forecasted adjusted EBITDA (earnings before interest, taxes, charges for stock
compensation, depreciation and amortization, gain or loss on disposal of
assets, and certain other income and expenses, and inclusive of loss from joint
venture) and adjusted EBITDA multiples, as the Company believes that adjusted
EBITDA is a widely-used measure of performance in the gaming industry and as
the Company uses adjusted EBITDA as the primary measurement of the operating
performance of its properties (including the evaluation of operating personnel).
In addition, the Company believes that an adjusted EBITDA multiple is the
principal basis for the valuation of gaming companies. Changes in the estimated
adjusted EBITDA multiples or forecasted operations can materially affect these
estimates.

Forecasted adjusted EBITDA levels
(based on our annual operating plan as determined in the fourth quarter) can be
significantly impacted by the local economy in which our reporting units
operate.  For example, increases in
unemployment rates can result in decreased customer visitations and/or lower
customer spend per visit.  In addition,
the impact of new legislation which approves gaming in nearby jurisdictions or
further expands gaming in jurisdictions where we currently operate can result
in opportunities for the Company to expand its operations.  However, it also has the impact of increasing
competition for our established properties which generally will have a negative
effect on those locations’ profitability once competitors become established as
a certain level of cannibalization occurs absent an overall increase in
customer visitations.  Lastly, increases
in gaming taxes approved can negatively impact forecasted adjusted EBITDA.

The adjusted EBITDA multiple
utilized by the Company in its goodwill impairment valuation methodology was
determined based on the Company’s current enterprise value, increased for a
control premium.  The control premium
assumption was based on acquisitions of precedent transactions of comparable
businesses.  In evaluating the estimates
derived by the market based approach, management assesses the relevance and
reliability of the multiples by considering factors unique to its reporting
units, including recent operating results, business plans, economic
projections, anticipated future cash flows, and other market data.  These considerations can lead the Company to
modify its individual reporting units adjusted EBITDA multiple.  EBITDA multiples can be significantly
impacted by a Company’s present and future cost of capital, the future growth
opportunities for the industry as well as for the Company itself, general
market sentiment, investors perceptions of senior management’s effectiveness at
deploying capital and managing overall operations, as well as pending or
recently completed merger transactions.

As of the Company’s most recent
impairment analysis test performed on October 1, 2009, we applied an
estimated market EBITDA multiple ranging between 5.6 and 8.4 to the individual
reporting unit’s projected adjusted EBITDA.

With the exception of Lawrenceburg,
each of our reporting units had a fair value in excess of its carrying value by
approximately 8% or more.  However, we do not believe that the margin by which each of our
reporting unit’s fair value exceeds its carrying value is an accurate predictor
of the likelihood of future impairment charges or the potential magnitude of
such charges.  This is because the
revenue and earning streams in our industry can vary significantly based on various
circumstances, which in many cases are

outside of the Company’s control, and as
such are extremely difficult to predict and quantify.  We have disclosed several of these
circumstances in the risk factors section of our Form 10-K.  For instance, changes in legislation that
approves gaming in nearby jurisdictions or further expands gaming in
jurisdictions where we currently operate or new state legislation that requires
the implementation of smoking bans at our casinos or any other events outside
of our control that make the customer experience less desirable can result in
sudden, dramatic and in some cases permanent declines in customer
visitations.  As such, we believe at this
time all of our reporting units are at risk of goodwill impairment charges in
future periods regardless of the margin by which the current fair value of our
reporting unit exceeds its carrying value and that such margin cannot and
should not be relied upon to predict which properties are most at risk for
future impairment charges.

2009 impairment analysis — The 2009 annual impairment was performed for all
reporting units on October 1, 2009.
Our analysis indicated that there were no indicators of impairment at
our reporting units with the exception of our Lawrenceburg, Indiana
reporting unit (Hollywood Casino Lawrenceburg).
This was because in November 2009, the “Ohio Jobs and Growth Plan,”
a casino ballot proposal calling for an amendment to Ohio’s Constitution to
authorize casinos in the state’s four largest cities, Cincinnati, Cleveland,
Columbus and Toledo, was approved.
Because of the close proximity of Lawrenceburg, Indiana to Ohio and
in particular Cincinnati, and as we believe that it is highly likely that these
projects will be financed and constructed, we anticipate that our Hollywood
Casino Lawrenceburg reporting unit will be negatively impacted which caused a
reduction in the estimated fair value of that reporting unit.  As a result, we recorded a goodwill and other
intangible asset impairment charge of $520.5 million in the fourth quarter of
2009.  It should also be noted that the
Company will benefit from future operations in Columbus and Toledo and
therefore were supporters of the Ohio casino ballot proposal.

Assumptions and estimates about
future adjusted EBITDA levels and multiples by individual reporting units are
complex and subjective.  They are
sensitive to changes in underlying assumptions and can be affected by a variety
of factors, including external factors, such as industry and economic trends,
and internal factors, such as changes in our business strategy, which may
reallocate capital and resources to different or new opportunities which
management believes will enhance the overall value of the Company but may be to
the detriment of an individual reporting unit.
As a result, there can be no assurance that the estimates and
assumptions made for purposes of the impairment test will prove to be accurate
predictions of the future.  Although
management believes the assumptions and estimates made at each individual
reporting unit are reasonable and appropriate as we reconciled the total fair
value of our reporting units to the Company’s enterprise value, different
assumptions and estimates could materially impact the reported financial
results resulting in additional goodwill and other intangible asset impairment
charges in future periods.

The Company’s goodwill and other
intangible assets by reporting unit at December 31, 2009 is shown below.

  Remaining Goodwill and

  other intangible assets

  Reporting Unit

  at December 31, 2009

  Hollywood
  Casino Lawrenceburg

  $

  364,074

  Hollywood
  Casino Aurora

  351,691

  Empress
  Casino Hotel

  265,871

  Argosy
  Casino Riverside

  159,416

  Black
  Gold Casino at Zia Park

  147,053

  Argosy
  Casino Alton

  135,656

  Argosy
  Casino Sioux City

  92,837

  Hollywood
  Casino Baton Rouge

  85,785

  Others

  154,532

  Total

  $

  1,756,915

Please do not hesitate to call me at
610-378-8232 or Desiree Burke at 610-401-2903 if you have any questions or
comments.

Sincerely,

Penn National Gaming, Inc.

  By:

  /s/ William J. Clifford

  William J. Clifford

  Senior Vice President and Chief
  Financial Officer

October 25, 2010

William J. Clifford Chief Financial Officer Penn National Gaming, Inc. 825 Berkshire Blvd., Suite 200 Wyomissing, Pennsylvania 19610
Re: Penn National Gaming, Inc.
Form 10-K for Fiscal Year Ended December 31, 2009
                        Filed on February 26, 2010
File No. 000-24206
 Dear Mr. Clifford:
 We have reviewed your response letter da ted October 7, 2010 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 10 business days by confirming that you will revise
your document in future filings and providing an y requested information.  If you do not believe
our comments apply to your facts and circumst ances, 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 Fiscal Year Ended December 31, 2009

Item 7. Management’s Discussion and Analysis of  Financial Condition and Results of Operations

Critical Accounting Policies

Goodwill and other intangible assets, page 39

1. We note your response to our prior comment one. Please revise your disclosure in future
filings to disclose the basis for your belie f that disclosing information regarding the
percentage by which fair value exceeded the ca rrying value as of the most recent step one
of the impairment test for reporting units th at are at risk of failing step one of the
impairment test will not provide meaningful information and that this information could
be potentially misleading similar to the language provided in your response letter.
Additionally, please revise to disclose your stat ement that you believe that at this time all
of your reporting units are at risk of goodw ill impairment charges in future periods

William J. Clifford Penn National Gaming, Inc. October 25, 2010 Page 2

regardless of the margin by which the current fair value of your reporting unit exceeds its
carrying value and that such margin cannot  and should not be relied upon to predict
which properties are most at risk for future impairment charges. Please provide us with a
copy of your intended revised disclosure.

You may contact Aamira Chaudhry at 202-551- 3389 for questions regarding the financial
statements. You may also call me at 202-551-3380.
                                                 Sincerely,

                         Lyn Shenk                         Branch Chief

CORRESP
1
filename1.htm

October 7, 2010

Mr. Lyn Shenk

Branch Chief

United States Securities and
Exchange Commission

Division of Corporation Finance

100F Street, N.E.

Washington, DC 20549

Re:                             Comment Letter Dated September 15, 2010

Penn National Gaming, Inc.

Form 10-K For the Fiscal
Year Ended December 31, 2009

Filed on February 26, 2010

File No. 000-24206

Dear Mr. Shenk:

We have received and reviewed the
referenced comment letter.  We appreciate
your efforts to assist our compliance with the applicable disclosure requirements
and to enhance the overall disclosure in our filings.

Our responses to the Staff’s
comments are contained below and keyed to the numbered comments in the comment
letter.

In the following responses, except
where indicated otherwise, the terms “we”, “our”, “Company” and “Penn” shall
mean Penn National Gaming, Inc. and its consolidated subsidiaries.  In providing our response to your comments,
we acknowledge:

·                  we
are responsible for the adequacy and accuracy of the disclosure in our filings;

·                  staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to our filings;
and

·                  we
may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United
States.

Responses to Comments

Form 10-K: For the Year
Ended December 31, 2009

Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

Goodwill and other intangible
assets, page 39

Comment No 1:

We note your response to our prior
comment one.  However, it appears that
you have only partially addressed our comment.
To address the known uncertainty that exists when material goodwill is
allocated to a reporting unit that is at risk of failing step one of an
impairment test, please revise to disclose the:

·                  amount
of goodwill allocated to the unit

·                  description
of key assumptions that drive fair value such as the growth rate

Response:

We have incorporated additional
information related to the key assumptions that drive the fair value of our
reporting units and have also included a table which indicates the amount of
goodwill allocated to our reporting units.
We considered whether disclosing the relationship of our reporting units
fair value and carrying value would be meaningful to the readers of our financial
statements.  We believe that inclusion of
this information would not be meaningful and could be potentially misleading
because it may not be an accurate predictor of the likelihood of future
impairment charges or the potential magnitude of such charges.  This is because the revenue and earning
streams in our industry can vary significantly based on various circumstances,
which in many cases are outside of the Company’s control, and as such are
extremely difficult to predict and quantify.
We have disclosed several of these circumstances in the risk factors
section of our Form 10-K.  For
instance, changes in legislation that approves gaming in nearby jurisdictions
or further expands gaming in jurisdictions where we currently operate or new
state legislation that requires the implementation of smoking bans at our
casinos or any other events outside of our control that make the customer
experience less desirable can result in sudden, dramatic and in some cases
permanent declines in customer visitations.
As such, we believe at this time all of our reporting units are at risk
of goodwill impairment charges in future periods regardless of the margin by
which the current fair value of our reporting unit exceeds its carrying value
and that such margin cannot and should not be relied upon to predict which
properties are most at risk for future impairment charges.

The following will be modified in
our disclosure, items in italics are the changes we are proposing from our
first response in order to address your comments above.

At December 31, 2009, we had
$1,380.0 million in goodwill and $377.0 million in other intangible
assets within our consolidated balance sheet, representing 29.3% and 8.0% of
total assets, respectively, resulting from our acquisition of other businesses
and payment for gaming licenses and racing permits. Two issues arise with
respect to these assets that require significant management estimates and
judgment: (i) the valuation in connection with the initial purchase price
allocation; and (ii) the ongoing evaluation for impairment.

In connection with our acquisitions,
valuations are completed to determine the allocation of the purchase prices.
The factors considered in the valuations include data gathered as a result of
our due diligence in connection with the acquisitions, projections for future
operations, and data obtained from third-party valuation specialists as deemed
appropriate. Goodwill is tested annually, or more frequently if indicators of
impairment exist, for impairment by comparing the fair value of the reporting units
to their carrying amount. If the carrying amount of a reporting unit exceeds
its fair value in step 1 of the impairment test, then step 2 of the impairment
test is performed to determine the implied value of goodwill for that reporting
unit. If the implied value of goodwill is less than the goodwill allocated for
that reporting unit, an impairment loss is recognized.

In accordance with Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
350, “Intangibles-Goodwill and Other,” the Company considers its gaming
license, racing permit and trademark intangible assets as indefinite-life
intangible assets that do not require amortization. Rather, these intangible
assets are tested for impairment annually, or more frequently if indicators of
impairment exist, by comparing the fair value of the recorded assets to their
carrying amount. If the carrying amounts of the gaming license, racing permit
and trademark intangible assets exceed their fair value, an impairment loss is
recognized.

The evaluation of goodwill and
indefinite-life intangible assets requires the use of estimates about future
operating results of each reporting unit to determine their estimated fair
value. The Company uses a market approach model, which includes the use of forecasted adjusted EBITDA (earnings before interest, taxes,
charges for stock compensation, depreciation and amortization, gain or loss on
disposal of assets, and certain other income and expenses, and inclusive of
loss from joint venture) and adjusted EBITDA multiples,
as the Company believes that adjusted EBITDA is a widely-used measure of
performance in the gaming industry and as the Company uses adjusted EBITDA as
the primary measurement of the operating performance of its properties
(including the evaluation of operating personnel). In addition, the Company
believes that an adjusted EBITDA multiple is the
principal basis for the valuation of gaming companies. Changes in the estimated
adjusted EBITDA multiples or forecasted
operations can materially affect these estimates.

Forecasted adjusted EBITDA levels (based on our annual operating plan as determined in the fourth
quarter) can be significantly impacted by the local economy in which
our reporting units operate.  For
example, increases in unemployment rates can result in decreased customer
visitations and/or lower customer spend per visit.  In addition, the impact of new legislation
which approves gaming in nearby jurisdictions or further expands gaming in
jurisdictions where we currently operate can result in opportunities for the
Company to expand its operations.
However, it also has the impact of increasing competition for our
established properties which generally will have a negative effect on those
locations’ profitability once competitors become established as a certain level
of cannibalization occurs absent an overall increase in customer
visitations.  Lastly, increases in gaming
taxes approved can negatively impact forecasted adjusted EBITDA.

The adjusted EBITDA multiple utilized by the
Company in its goodwill impairment valuation methodology was determined based
on the Company’s current enterprise value, increased for a control
premium.  The control premium assumption
was based on acquisitions of precedent transactions of comparable businesses.  In evaluating the estimates derived by the
market based approach, management assesses the relevance and reliability of the
multiples by considering factors unique to its reporting units, including
recent operating results, business plans, economic projections, anticipated
future cash flows, and other market data.
These considerations can lead the Company to modify its individual
reporting units adjusted EBITDA multiple.  EBITDA multiples can be significantly
impacted by a Company’s present and future cost of capital, the future growth
opportunities for the industry as well as for the

Company itself, general market
sentiment, investors perceptions of senior management’s effectiveness at
deploying capital and managing overall operations, as well as pending or
recently completed merger transactions.

As of the Company’s most recent
impairment analysis test performed on October 1, 2009, we applied an
estimated market EBITDA multiple ranging between 5.6 and 8.4 to the individual
reporting unit’s projected adjusted EBITDA.

With the exception of Lawrenceburg,
each of our reporting units had a fair value in excess of its carrying value by
approximately 8% or more.  We feel that
the majority of our reporting units may be vulnerable to impairment as they
have recently taken an impairment charge and there is now much less excess of
fair value over carrying value than there had been historically and because of
the external factors discussed throughout our 10-K (competition and risk
factors) that may materially impact our business.  For example, a new license being awarded
(Illinois and Louisiana), the threat of smoking bans in certain jurisdictions,
the continued growth of gaming in the United States including the recent
approval of new states allowing gaming such as Kansas, Ohio, and Maryland as
well as stock price or general stock market volatility.

2009 impairment analysis — The 2009 annual impairment was performed for all
reporting units on October 1, 2009.
Our analysis indicated that there were no indicators of impairment at
our reporting units with the exception of our Lawrenceburg, Indiana
reporting unit (Hollywood Casino Lawrenceburg).
This was because in November 2009, the “Ohio Jobs and Growth Plan,”
a casino ballot proposal calling for an amendment to Ohio’s Constitution to
authorize casinos in the state’s four largest cities, Cincinnati, Cleveland,
Columbus and Toledo, was approved.
Because of the close proximity of Lawrenceburg, Indiana to Ohio and
in particular Cincinnati, and as we believe that it is highly likely that these
projects will be financed and constructed, we anticipate that our Hollywood
Casino Lawrenceburg reporting unit will be negatively impacted which caused a
reduction in the estimated fair value of that reporting unit.  As a result, we recorded a goodwill and other
intangible asset impairment charge of $520.5 million in the fourth quarter of
2009.  It should also be noted that the
Company will benefit from future operations in Columbus and Toledo and
therefore were supporters of the Ohio casino ballot proposal.

Assumptions and estimates about
future adjusted EBITDA levels and multiples by individual reporting units are
complex and subjective.  They are
sensitive to changes in underlying assumptions and can be affected by a variety
of factors, including external factors, such as industry and economic trends,
and internal factors, such as changes in our business strategy, which may
reallocate capital and resources to different or new opportunities which
management believes will enhance the overall value of the Company but may be to
the detriment of an individual reporting unit.
As a result, there can be no assurance that the estimates and
assumptions made for purposes of the impairment test will prove to be accurate
predictions of the future.  Although
management believes the assumptions and estimates made at each individual
reporting unit are reasonable and appropriate as we
reconciled the total fair value of our reporting units to the Company’s
enterprise value, different assumptions and estimates could
materially impact the reported financial results resulting in
additional goodwill and other intangible asset impairment charges in future
periods.

The Company’s goodwill and other intangible
assets by reporting unit at December 31, 2009 is shown below.

  Remaining Goodwill and

  other intangible assets

  Reporting Unit

  at December 31, 2009

  Hollywood
  Casino Lawrenceburg

  $

  364,074

  Hollywood
  Casino Aurora

  351,691

  Empress
  Casino Hotel

  265,871

  Argosy
  Casino Riverside

  159,416

  Black
  Gold Casino at Zia Park

  147,053

  Argosy
  Casino Alton

  135,656

  Argosy
  Casino Sioux City

  92,837

  Hollywood
  Casino Baton Rouge

  85,785

  Others

  154,532

  Total

  $

  1,756,915

Results of Operations

Gaming Revenue, page 43

Comment No 2:

We note your response to our prior
comment two.  You state that
quantification of competition and consumer spending trends would be
impracticable in certain situations.  For
factors for which the effect is not quantifiable, please disclose this fact,
the basis for your belief for the cited factor, and that such factors are
listed in what you believe to be the order of their importance.  So that we may understand how you plan to
revise your disclosure in response to this comment and our prior comment two,
please provide us with a copy of your intended revised disclosure.

Response:

In our business, revenue is driven
by discretionary consumer spending and we do not have a mechanism for
determining what drives consumer behavior.
As a result, changes in revenue as it relates to a specific factor or
condition cannot generally be quantified.
For example, we do not conduct surveys on a regular basis to determine
why our Customers are not coming to our casinos or why they are spending less
per visit (ie. whether they are going to a competitor or whether they have lost
their job and as a result have reduced their discretionary entertainment
spending).  The Company does not track
customer visitation at all of its jurisdictions and as such it is difficult for
us to track the precise amount of revenue declines that are attributable to
changes in customer spending habits compared with customers taking their
business to competitor properties.  As
requested by the Staff, attached is an example of a revised disclosure for our
Lawrenceburg property for the year ended December 31, 2009 compared to the
prior year.

Gaming revenue at Hollywood Casino
Lawrenceburg decreased $11.4 million compared to the prior year.  Although customer visits increased in 2009
following the opening of our new vessel at the end of the second quarter,
average gaming revenue per customer visit declined. Our results in the first
half of 2009 were negatively impacted by the recessionary environment at the
time which led to a significant contraction in consumer spending throughout the
United States and to a lesser extent new competition entering this market in
the second half of 2008.

In addition to the foregoing, we
will include the following paragraph as part of our introductory language to the
revenue analysis:

In our business, revenue is driven by
discretionary consumer spending which has been adversely impacted by weakened
general economic conditions and factors such as, but not limited to, high
unemployment levels, low levels of consumer confidence, weakness in the housing
market and increa

September 15, 2010

William J. Clifford 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 Fiscal Year Ended December 31, 2009
                        Filed on February 26, 2010
File No. 000-24206
 Dear Mr. Clifford:
 We have reviewed your response letter da ted September 2, 2010 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 10 business days by confirming that you will revise
your document in future filings and providing an y requested information.  If you do not believe
our comments apply to your facts and circumst ances, 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, 2009

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations

Critical Accounting Policies

Goodwill and other intangible assets, page 39

1. We note your response to our prior comment one. However, it appears that you have only
partially addressed our comment. To addre ss the known uncertainty that exists when
material goodwill is allocated to a reporting unit that is at risk of failing step one of an
impairment test, please re vise to disclose the:

• amount of goodwill allocated to the unit
• description of key assumptions that driv e fair value such as the growth rate

William J. Clifford Penn National Gaming, Inc. September 15, 2010 Page 2

Results of Operations

 Gaming Revenue, page 43

2. We note your response to our prior comment  two. You state that quantification of
competition and consumer spending trends woul d be impracticable in certain situations.
For factors for which the effect is not quantifia ble, please disclose this fact, the basis for
your belief for the cited factor, and that such  factors are listed in what you believe to be
the order of their importance. So that we may understand  how you plan to revise your
disclosure in response to this comment a nd our prior comment two, please provide us
with a copy of your intended revised disclosure.

Liquidity and Capital Resources, page 53

3. We note your response to our prior comment three. While you have discussed some of
the significant variances between the periods you have not quantified these variances, and
without quantification the change lacks c ontext. Additionally, although adjusted EBITDA
eliminates certain non-cash items, it is st ill calculated based on an accrual – basis
amounts from your statement of operations. In  this regard, we do not believe it is
appropriate to discuss cash flows from operating activitie s by reference to this non-
GAAP measure. Please revise accordingly a nd refer to section IV.B.1 of FR-72 for
guidance.

You may contact Aamira Chaudhry at 202-551- 3389 for questions regarding the financial
statements. You may also call me at 202-551-3380.

                                                 Sincerely,

                         Lyn Shenk                         Branch Chief

CORRESP
1
filename1.htm

September 2, 2010

Mr. Lyn Shenk

Branch Chief

United States Securities and
Exchange Commission

Division of Corporation Finance

100F Street, N.E.

Washington, DC 20549

Re:                             Comment Letter Dated August 13, 2010
(received via fax on August 18, 2010)

Penn National Gaming, Inc.

Form 10-K For the Fiscal
Year Ended December 31, 2009

Filed on February 26, 2010

File No. 000-24206

Form 10-Q: For the Quarter
Ended March 31, 2010

Filed on May 7, 2010

File No. 000-24206

Form 8-K

Filed on April 27, 2010

File No. 000-24206

Schedule 14A

Filed on April 30, 2010

File No. 000-24206

Dear Mr. Shenk:

We have received and reviewed the
referenced comment letter.  We appreciate
your efforts to assist our compliance with the applicable disclosure
requirements and to enhance the overall disclosure in our filings.

Our responses to the Staff’s
comments are contained below and keyed to the numbered comments in the comment
letter.

1

In the following responses, except
where indicated otherwise, the terms “we”, “our”, “Company” and “Penn” shall
mean Penn National Gaming, Inc. and its consolidated subsidiaries.  In providing our response to your comments,
we acknowledge:

·                  we are
responsible for the adequacy and accuracy of the disclosure in our filings;

·                  staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to our filings;
and

·                  we may not
assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United
States.

Responses to Comments

Form 10-K: For the Year
Ended December 31, 2009

Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

Goodwill and other intangible
assets, page 39

Comment No 1:

We note your significant impairment
charges in 2009 and 2008.  To address the
known uncertainty that exists when material goodwill is allocated to a reporting
unit that is at risk of failing step one of an impairment test, please revise
to disclose the:

·                  Percentage
by which fair value exceeded carrying value as of the most recent step-one test

·                  Amount of
goodwill allocated to the unit

·                  Description
of key assumptions that drive fair value

·                  The
uncertainty associated with the key assumptions and any potential events and/or
circumstances that could have a negative effect

Response:

In future filings we will expand our
disclosure in critical accounting policies to provide additional information
regarding our impairment testing policy.
Below, please find an example of our proposed goodwill and other
intangible asset disclosures (commencing with our Form 10-K for the year
ended December 31, 2010 or our next quarterly 10-Q filing if we have an
interim event triggering a goodwill impairment test), giving specific
consideration to the points raised by the comment as well as the Company’s
concern over providing goodwill information on our individual business lines.  We expect to provide additional information
regarding our impairment testing and policy, more detail on the key assumptions
that drive the fair value determination, and the risks associated with the key
assumptions.

We note that we caution investors of
various risks related to our business in Item 1A, “Risk Factors” in our 2009 Form 10-K.

The following will be modified in
our disclosure, items in italics are the
changes we are proposing to the existing language as if the disclosure was
being prepared for the 2009 Form 10-K:

2

At December 31, 2009, we had
$1,380.0 million in goodwill and $377.0 million in other intangible
assets within our consolidated balance sheet, representing 29.3% and 8.0% of
total assets, respectively, resulting from our acquisition of other businesses
and payment for gaming licenses and racing permits. Two issues arise with
respect to these assets that require significant management estimates and
judgment: (i) the valuation in connection with the initial purchase price
allocation; and (ii) the ongoing evaluation for impairment.

In connection with our acquisitions,
valuations are completed to determine the allocation of the purchase prices.
The factors considered in the valuations include data gathered as a result of
our due diligence in connection with the acquisitions, projections for future
operations, and data obtained from third-party valuation specialists as deemed
appropriate.  Goodwill is tested annually, or more
frequently if indicators of impairment exist, for impairment by comparing the
fair value of the reporting units to their carrying amount. If the carrying
amount of a reporting unit exceeds its fair value in step 1 of
the impairment test, then step 2 of the  impairment
test is performed to determine the implied value of goodwill for
that reporting unit. If the implied value of goodwill is less than the goodwill
allocated for that reporting unit, an impairment loss is recognized.

In accordance with Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
350, “Intangibles-Goodwill and Other,” the Company considers its gaming
license, racing permit and trademark intangible assets as indefinite-life
intangible assets that do not require amortization. Rather, these intangible
assets are tested for impairment annually, or more frequently if indicators of
impairment exist, by comparing the fair value of the recorded assets to their
carrying amount. If the carrying amounts of the gaming license, racing permit
and trademark intangible assets exceed their fair value, an impairment loss is
recognized.

The evaluation of goodwill and
indefinite-life intangible assets requires the use of estimates about future
operating results of each reporting unit to determine their estimated fair
value. The Company uses a market approach model, which includes the use of adjusted EBITDA (earnings before interest, taxes, charges
for stock compensation, depreciation and amortization, gain or loss on disposal
of assets, and certain other income and expenses, and inclusive of loss from
joint venture) multiples, as the Company believes that adjusted
EBITDA is a widely-used measure of performance in the gaming industry and as
the Company uses adjusted EBITDA as the primary
measurement of the operating performance of its properties (including the
evaluation of operating personnel). In addition, the Company believes that an
EBITDA multiple is the principal basis for the valuation of gaming companies.
Changes in the estimated EBITDA multiples or forecasted operations can
materially affect these estimates.

Forecasted adjusted EBITDA levels can be
significantly impacted by the local economy in which our reporting units
operate.  For example, increases in
unemployment rates can result in decreased customer visitations and/or lower
customer spend per visit.  In addition,
the impact of new legislation which approves gaming in nearby jurisdictions or
further expands gaming in jurisdictions where we currently operate can result
in opportunities for the Company to expand its operations.  However, it also has the impact of increasing
competition for our established properties which generally will have a negative
effect on those locations’ profitability once competitors become established as
a certain level of cannibalization occurs absent an overall increase in
customer visitations.  Lastly, increases
in gaming taxes approved can negatively impact forecasted adjusted EBITDA.

3

EBITDA multiples can be significantly
impacted by a Company’s present and future cost of capital, the future growth
opportunities for the industry as well as for the Company itself, general
market sentiment, investors perceptions of senior management’s effectiveness at
deploying capital and managing overall operations, as well as pending or
recently completed merger transactions.

Assumptions and estimates about future
adjusted EBITDA levels and multiples by individual reporting units are complex
and subjective.  They are sensitive to
changes in underlying assumptions and can be affected by a variety of factors,
including external factors, such as industry and economic trends, and internal
factors, such as changes in our business strategy, which may reallocate capital
and resources to different or new opportunities which management believes will
enhance the overall value of the Company but may be to the detriment of an
individual reporting unit.  As a result,
there can be no assurance that the estimates and assumptions made for purposes
of the impairment test will prove to be accurate predictions of the
future.  Although management believes the
assumptions and estimates made are reasonable and appropriate, different
assumptions and estimates could materially impact the reported financial
results.

As of the Company’s most recent impairment
analysis test performed on October 1, 2009, we applied an estimated market
EBITDA multiple ranging between 5.6 and 8.4 to the individual reporting unit’s
projected adjusted EBITDA.  With the exception
of Lawrenceburg, this resulted in each of our reporting units having a fair
value in excess of its carrying value by approximately 8% or more.  We feel that the majority of our reporting
units may be vulnerable to impairment as they have recently taken an impairment
charge and there is now much less excess of fair value over carrying value than
there had been historically and because of the external factors discussed
throughout our 10-K (competition and risk factors) that may materially impact our
business.  For example, a new license
being awarded (Illinois and Louisiana), the threat of smoking bans in certain
jurisdictions, the continued growth of gaming in the United States including
the recent approval of new states allowing gaming such as Kansas, Ohio, and
Maryland as well as stock price or general stock market volatility.

2009 impairment analysis — The 2009 annual impairment was performed
for all reporting units on October 1, 2009.  Our analysis indicated that there were no
indicators of impairment at our reporting units with the exception of our
Lawrenceburg, Indiana reporting unit (Hollywood Casino Lawrenceburg).  This was because in November 2009, the “Ohio
Jobs and Growth Plan,” a casino ballot proposal calling for an amendment to
Ohio’s Constitution to authorize casinos in the state’s four largest cities,
Cincinnati, Cleveland, Columbus and Toledo, was approved.  Because of the close proximity of
Lawrenceburg, Indiana to Ohio and in particular Cincinnati, and as we
believe that it is highly likely that these projects will be financed and
constructed, we anticipate that our Hollywood Casino Lawrenceburg reporting
unit will be negatively impacted which caused a reduction in the estimated fair
value of that reporting unit. As a result, we recorded a goodwill and other
intangible asset impairment charge of $520.5 million in the fourth quarter of
2009.  It should also be noted that the
Company will benefit from future operations in Columbus and Toledo and therefore
were supporters of the Ohio casino ballot proposal.

Results of Operations - Gaming
Revenue, page 43

Comment No 2:

We note that you discuss certain
factors to which changes are attributable, but you do not quantify some of
these factors.  For example, you state
that gaming revenue at Hollywood Casino Lawrenceburg decreased by $11.4 million
in 2009, primarily due to new competitive pressures, the reduced capacity of,

4

and subsequent temporary closure of,
the casino as part of the transition to the new casino riverboat, and decreases
in consumer spending on gaming activities caused by current economic
conditions, all of which were partially offset by an increase due to the
opening of the new casino riverboat in late June 2009, but you do not
quantify each of the different factors.
In future filings please ensure that all material factors are analyzed
and quantified to the extent practicable.

Response:

In future filings we will, to the
extent practicable, analyze and quantify all material factors related to
variances within gaming revenue.  The
Company does believe that, in certain situations, the quantification of
competition and consumer spending trends would be impracticable.

Liquidity and Capital Resources, page 53

Comment No 3:

Please revise to discuss cash
provided by operating activities in terms of cash.  For example, discuss cash received from
customers, cash paid to suppliers, etc.
Please refer to section IV.B.1 of FR-72 for guidance.

Response:

In future filings we will, to the
extent practicable, analyze and quantify all material factors impacting cash
provided by operations.  It should be
noted that as a service business, the majority of our revenues are received in
cash at the time of service.  We intend
to discuss adjusted EBITDA (earnings before interest, taxes, charges for stock
compensation, depreciation and amortization, gain or loss on disposal of
assets, and certain other income and expenses, and inclusive of loss from joint
venture), as an indicator of cash from operations.  We will also provide the necessary
reconciliation to GAAP income from operations.
We will also discuss the significant variances of the periods presented.  The following will be modified in our
disclosure, items in italics are
the changes we are proposing to the existing language:

Example

Net cash provided by operating
activities was $338.2 million, $420.5 million and $431.2 million
for the years ended December 31, 2009, 2008 and 2007, respectively.  Net cash provided by operating
activities for the year ended December 31, 2009 is comprised primarily of
$565.8 million in adjusted EBITDA (earnings before interest, taxes, charges for
stock compensation, depreciation and amortization, gain or loss on disposal of
assets, and certain other income and expenses, and inclusive of loss from joint
venture), offset by interest and taxes paid of $125.0 million and $109.2
million, respectively.  The decrease from
the prior year is primarily the result of a one-time merger termination payment
received in 2008, and lower adjusted EBITDA, partially offset by lower interest
and taxes paid in 2009.

Comment No. 4:

With regard to your debt
obligations, please revise to discuss, to the extent known, your currently
anticipated plan for meeting your current and long-term contractual
obligations.

5

Response:

Although the Company relies on a
significant amount of debt financing to fund its operations, we believe that
based on our strong history of operating cash flows and the relative stability
of the gaming operations in the regional locations in which we operate, we will
be able to access the capital markets in order to refinance our
indebtedness.  For example, in September 2009,
the Company was able to successfully extend the maturity date of its revolving
credit facility which was set to mature in October 2010 and obtained a
$640.6 million revolving credit facility to provide borrowing capacity through July 2012.

We would like to note to the Staff
that we do not operate gaming facilities in Las Vegas, Nevada or Atlantic City,
New Jersey and as such have not experienced as significant declines in the cash
flows generated by our casino properties as some of our competitors that are
reliant on these locations.  Additionally,
our Company maintains significantly less leverage than our competitors.  Our debt to adjusted EBITDA multiple at June 30,
2010 was 3.5X compared to our peers averaging 8.4X. Furthermore, we anticipate
generating approximately $250 million of free cash flow in 2010.

We note that we caution investors of
various risks related to our capital structure in Item 1A, “Risk Factors” in
our 2009 Form 10-K.

In future filings, we will disclose
our

August 13, 2010

William J. Clifford 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 Fiscal Year Ended December 31, 2009
                        Filed on February 26, 2010
File No. 000-24206  Form 10-Q: For the Quarter Ended March 31, 2010
                        Filed on May 7, 2010
File No. 000-24206  Form 8-K
                        Filed on April  27, 2010
File No. 000-24206  Schedule 14A
                        Filed on April 30, 2010
File No. 000-24206

Dear Mr. Clifford:
 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 this letter within 10 business days by confirming that you will revise
your document in future filings and providing an y requested information.  If you do not believe
our comments apply to your facts and circumst ances, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

William J. Clifford Penn National Gaming, Inc.
August 13, 2010 Page 2

Form 10-K: For the Year Ended December 31, 2009

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations

Critical Accounting Policies

Goodwill and other intangible assets, page 39

1. We note your significant impairment charge s in 2009 and 2008.  To address the known
uncertainty that exists when material goodwill is allocated to a reporting unit that is at
risk of failing step one of an impairment test, please revise to disclose the:
• percentage by which fair value exceeded carrying value as of the most
recent step-one test
• amount of goodwill allocated to the unit
• description of key assumptions that drive fair value
• the uncertainty associated with th e key assumptions and any potential
events and/or circumstances that could have a negative effect

Results of Operations

Gaming Revenue, page 43

2. We note that you discuss certain factors to which changes are attr ibutable, but you do not
quantify some of these factor s. For example, you state that gaming revenue at Hollywood
Casino Lawrenceburg decreased by $11.4 million in 2009, primarily due to new
competitive pressures, the reduced capacity of, and subsequent temporary closure of, the casino as part of the transition to the new casino riverboat,  and decreases in consumer
spending on gaming activities caused by current  economic conditions, all of which were
partially offset by an increase due to the openi ng of the new casino rive rboat in late June
2009, but you do not quantify each of the different factors. In future filings please ensure
that all material factors ar e analyzed and quantified to the extent practicable.

Liquidity and Capital Resources, page 53

3. Please revise to discuss cash provided by operating activities in terms of cash.  For
example, discuss cash received from customers, cash paid to suppliers, etc.  Please refer
to section IV.B.1 of FR-72 for guidance.
4. With regard to your debt obligations, please revise to discuss, to the extent known, your currently anticipated plan for meeting your current and long -term contractual obligations.

William J. Clifford Penn National Gaming, Inc.
August 13, 2010 Page 3

Item 8. Financial Statements and Supplementary Data

Note 4. Summary of significant accounting Policies

Goodwill and Other Intangible Assets, page 72

5. Please tell us and disclose in future fi ling why you consider your gaming licenses and
racing permits to be indefin ite life intangibles assets.

Note 12. Commitments and Contingencies, page 89

6. Please tell us and disclose in future fi lings how you are accounting for the 3% tax
surcharge that you are paying into a protest f und. Additionally, please tell us and disclose
the total amount paid duri ng the year and your bala nce in the protest fund.

Form 10-Q for the Quarter Ended March 31, 2010
 Item 4. Controls and Procedures, page 38

7. Your disclosure here specifically refers to  only a portion of the disclosure controls and
procedures as defined in Exchange Act rule s 13a-15(e) and 15d-15(e).  That is, you did
not also indicate the portion of the disclosure controls and pr ocedures that are designed to
ensure that information required to be disc losed in reports filed or submitted under the
Act is accumulated and communicated to mana gement as appropriate to allow timely
decisions regarding required di sclosure.  Although th ere is no requirement to disclose the
full definition, specific refere nce to only a portion of the de finition gives the appearance
of limiting management’s conclusion solely to  the portion referred to.  Please represent to
us and revise future filings for management ’s conclusion in regard to the company’s
disclosure controls and procedures as fully defined in Exchange Ac t rules 13a-15(e) and
15d-15(e).

Form 8-K Filed on April 27, 2010

8. As net income is being adjusted for other items  in addition to interest, taxes, depreciation
and amortization such as charge for stock co mpensation, please revise future disclosure
to properly title the measure “Adjusted EBITDA”  or similar, as appropriate. Please refer
to question 103.01of the Compliance and Di sclosure Interpretation on Non-GAAP
Financial Measures rele ased on January 11, 2010 for further guidance.

William J. Clifford Penn National Gaming, Inc. August 13, 2010 Page 4

Schedule 14 A

Risk Oversight, page 4

9. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the basis for your conclusion that disclosure is not
necessary and describe the process yo u undertook to reach that conclusion.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

You may contact Aamira Chaudhry at 202-551- 3389 for questions regarding the financial
statements and related matters or Nolan Mc Williams at 202-551-3217 for questions regarding
Schedule 14A. You may al so call me at 202-551-3380.

                                                 Sincerely,

                         Lyn Shenk                         Branch Chief

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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

CORRESP
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PENN NATIONAL GAMING, INC

Wyomissing Professional Center

825 Berkshire Blvd., Suite 200

Wyomissing, Pennsylvania 19610

(610) 373-2400

April 30, 2010

VIA
EDGAR

Michelle
Lacko

Division
of Corporation Finance

Securities
and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

Re:                               Penn National
Gaming, Inc.

Registration Statement on Form S-4

Filed January 25, 2010

File No. 333-164505

Dear
Ms. Lacko:

Penn National Gaming, Inc., a Pennsylvania
corporation (the “Registrant”), is registering an exchange offer (the “Exchange
Offer”) of 8¾% Senior Subordinated Notes due 2019 issued on August 14,
2009 (the “Old Notes”) for 8¾% Senior Subordinated Notes due 2019 that have
been registered under the Securities Act of 1933, as amended (the “Securities
Act” and, such notes, the “New Notes”), pursuant to a Registration Statement on
Form S-4 (File No. 333-164505) (the “Registration Statement”) in
reliance on the staff of the Securities and Exchange Commission’s (the “Commission’s”)
 position set forth in Exxon Capital
Holdings Corp., SEC no-action letter (April 13, 1988), Morgan Stanley &
Co. Inc., SEC no-action letter (June 5, 1991) and Shearman &
Sterling, SEC no-action letter (July 2, 1993). The Registrant represents
as follows:

1.                                       The Registrant
has not entered into any arrangement or understanding with any person to
distribute the New Notes to be received in the Exchange Offer and, to the best
of the Registrant’s information and belief, each person participating in the
Exchange Offer is acquiring the New Notes in its ordinary course of business
and has no arrangement or understanding with any person to participate in the
distribution of the New Notes to be received in the Exchange Offer.

2.                                       In this regard,
the Registrant will make each person participating in the Exchange Offer aware
(through the Exchange Offer prospectus or otherwise) that if such person is
participating in the Exchange Offer for the purpose of distributing the New
Notes to be acquired in the Exchange Offer, such person (i) cannot rely on
the staff position enunciated in Exxon Capital Holdings Corp., SEC no-action
letter (April 13, 1988) or similar letters and (ii) must comply with
registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction.

3.                                       The Registrant
acknowledges that such a secondary resale transaction by such person
participating in the Exchange Offer for the purpose of distributing the New
Notes should be covered by an effective registration statement containing the
selling security-holder information required by Item 507 of Regulation S-K
under the Securities Act.

4.                                       The Registrant
will make each person participating in the Exchange Offer aware (through the
Exchange Offer prospectus) that any broker-dealer who holds Old Notes acquired
for its own account as a result of market-making activities or other trading
activities, and who receives New Notes in exchange for such Old Notes pursuant
to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus
meeting the requirements of the Securities Act (as described in Shearman &
Sterling, SEC no-action letter (July 2, 1993)) in connection with any
resale of such New Notes.

5.                                       The Registrant
will include in the transmittal letter or similar documentation to be executed
by an exchange offeree in order to participate in the Exchange Offer the
following additional provisions:

(a)                                  If the exchange
offeree is not a broker-dealer, an acknowledgement that it is not engaged in,
and does not intend to engage in, a distribution of the New Notes.

(b)                                 If the exchange
offeree is a broker-dealer holding Old Notes acquired for its own account as a
result of market-making activities or other trading activities, an
acknowledgment that it will deliver a prospectus meeting the requirements of
the Securities Act in connection with any resale of New Notes received in
respect of such Old Notes pursuant to the Exchange Offer, and a statement to
the effect that by so acknowledging and by delivering a prospectus, such
broker-dealer will not be deemed to admit that it is an “underwriter” within
the meaning of the Securities Act.

6.                                       Neither the
Registrant nor any affiliate of the Registrant has entered into any arrangement
or understanding with any broker-dealer participating in the Exchange Offer to
distribute the New Notes.

In addition, the Registrant acknowledges that:

·                  the Registrant is responsible for the adequacy and
accuracy of the disclosure in the Registration Statement;

·                  staff comments or changes to disclosure in response to
staff comments do not foreclose the Commission from taking any action with
respect to the Registration Statement; and

·                  the Registrant may not assert staff comments as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

[signature page follows]

2

  Very truly yours,

  PENN NATIONAL GAMING, INC.

  By:

  /s/ Robert S. Ippolito

  Name: Robert S. Ippolito

  Title: Vice President, Secretary and Treasurer

cc:                                 Amanda Ravitz

Securities
and Exchange Commission

Facsimile:  (703) 813-6967

Rodrigo Guerra, Jr.

Skadden, Arps, Slate, Meagher & Flom LLP

3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
  February 16, 2010

Via U.S. Mail and facsimile

Peter M. Carlino
Chairman and Chief Executive Officer Penn National Gaming, Inc. Wyomissing Professional Center 825 Berkshire Blvd., Suite 200 Wyomissing, PA  19610

Re:  Penn National Gaming, Inc.
Registration Statement on Form S-4
  Filed January 25, 2010
  File No. 333-164505

Dear Mr. Carlino:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. We note that you are registering the 8 ¾%  Senior Subordinate d Notes due 2019 in
reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No-
Action Letter (April 13, 1988).  See  also Morgan Stanley & Co. Inc., SEC No-

Peter M. Carlino
Penn National Gaming, Inc.
February 16, 2010
Page 2

Action Letter (June 5, 1991) and Shea rman & Sterling, SEC No-Action Letter
(July 2, 1993).  Accordingly, with the next  amendment, please provide us with a
supplemental letter stating th at you are registering the exchange offer in reliance
on our position contained in these lett ers and include the representations
contained in the Morgan Stanley and Shearman & Sterling no-action letters.

* * * * *

As appropriate, please amend your filing and respond to these comments within
ten business days or tell us when you will prov ide us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.
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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and

• the company may not assert staff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Peter M. Carlino
Penn National Gaming, Inc.
February 16, 2010
Page 3

You may contact Michelle Lacko at (202) 551-3240 or me at (202) 551-3412 with
any other questions.

 Regards,     Amanda L. Ravitz  Branch Chief - Legal

cc:  Rodrigo Guerra, Jr.  Skadden, Arps, Slate, Meagher & Flom LLP  Fax:  (213) 687-5600

February 25, 2008
   Mail Stop 3561
By U.S. Mail and facsimile

Mr. Peter M. Carlino Chief Executive Officer Penn National Gaming, Inc. 825 Berkshire Boulevard, Suite 200 Wyomissing, PA 19610
Re:  Penn National Gaming, Inc.  Definitive 14A   Filed April 30, 2007
File No. 000-24206
 Dear Mr. Carlino:
We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response lette r or any disclosure you include in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3314.          S i n c e r e l y ,             D a n i e l  M o r r i s
Attorney-Advisor

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[PENN NATIONAL GAMING, INC. LETTERHEAD]

Daniel
Morris

Attorney Advisor

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Mail Stop 3561

Washington, DC 20549

Re:                               Penn National Gaming, Inc.
(the “Company”)

Definitive 14A

Filed April 30, 2007

File No. 000-24206

Dear Mr. Morris,

This
letter responds to your December 10, 2007 correspondence and confirms our
several recent discussions.  By way of
background, the Company’s April 30, 2007 Proxy Statement sets forth the
2007 incentive compensation performance targets and the underlying rationale
for those targets in detail (please refer to pages 27-28 of the April 30,
2007 Proxy Statement).  Our 2008 Proxy
Statement will have similarly fulsome disclosure regarding targets in
connection with the incentive compensation for named executive officers.  Moreover, we do not anticipate withholding
the disclosure of any such targets based on such disclosure causing the Company
competitive harm and, in any case, we understand that the standard the Company
must satisfy to refrain from disclosing such targets is the same standard
applicable when a registrant requests confidential treatment of confidential
trade secrets or confidential commercial or financial information pursuant to
Securities Act Rule 406 and Securities Exchange Act Rule 24b-2.

Please
contact me if you have any further questions or comments.

Very
Truly Yours,

/s/
Carl Sottosanti

Carl
Sottosanti

VP/Deputy General Counsel

CORRESP
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[LETTERHEAD OF PENN
NATIONAL GAMING, INC.]

October  10, 2007

Via EDGAR and Facsimile

United States
Securities and Exchange Commission

Division of
Corporation Finance

100 F Street,
N.E.

Mail
Stop 3561

Washington,
D.C.  20549

  Attention:

  Daniel Morris

  Attorney Advisor

  Re:

  Penn National Gaming, Inc. (the “Company”)

  Definitive 14A

  Filed April 30, 2007

  File No. 000-24206

Ladies and Gentlemen:

This letter responds to the Staff’s comment letter
dated August 21, 2007 regarding the Company’s Definitive Schedule 14A filed on
April 30, 2007 (the “2007 Proxy Statement”).
For your convenience, each Staff comment has been reproduced, followed
by the Company’s response.

Compensation Committee, page 3

1.                                       Please
provide a more detailed discussion of the compensation committee’s scope of
authority.  For instance, you note that
the committee “coordinate[s] the Board’s role in establishing performance
criteria.”  The meaning of this
disclosure is unclear.  Please expand
your disclosure to discuss the differing responsibilities of the compensation
committee and the board of directors.
Refer to Item 407(e)(3)(i)(A) of Regulation S-K.

RESPONSE:  In our future filings with
the Securities and Exchange Commission (the “Commission”) requiring disclosure
pursuant to Item 407(e), we intend to include a detailed discussion of the
compensation committee’s scope of authority.
We anticipate that this discussion will describe the matters over which
the compensation committee has been given decision-making authority (as
delegated by the full Board and as further described in the compensation
committee charter), such as setting the Chief Executive Officer’s and other
executive officers’ salary, bonus, incentive awards (including recommending to
the Board any performance-based annual incentive plan and establishing related
performance measures), stock options and other benefits, as well as the matters
which the compensation committee reviews and makes recommendations on to the full
Board, such as non-employee director compensation and establishment of new
equity compensation plans.  In addition,
future disclosure will make clear that, in coordinating the Board’s role in
establishing performance criteria for the Company’s executive officers, the
compensation committee is responsible for setting the compensation for the
Company’s executive officers and, in carrying out that

United States Securities and Exchange Commission

Daniel Morris

October 10, 2007

page 2

responsibility, has the authority
to make determinations, with management’s input, regarding the criteria it will
use in setting such compensation.

2.                                       Please
expand your discussion of the functions performed by Strategic Apex Group, your
compensation consultant, to more fully address the nature and scope of the
consultant’s assignment, including its role in determining and recommending
compensation, and any other material elements of the consultant’s performance
of its duties under the engagement.
Refer to Item 407(e)(3)(iii) of Regulation S-K.

RESPONSE:  In our future filings with the Commission
requiring disclosure pursuant to Item 407(e), we intend to include a detailed
discussion of the nature and scope of duties of Strategic Apex Group and any
compensation consultants utilized in setting executive and director
compensation.   In the case of Strategic
Apex Group, this discussion is expected to include, for example, that Strategic
Apex attends the majority of the compensation committee meetings and provides
assistance and advice regarding executive and director compensation to the
compensation committee, which includes accumulating and summarizing market data
at the request of the compensation committee regarding compensation of the
Company’s executives in comparison to its competitors.  Strategic Apex Group also gathers data and
provides advice regarding the Company’s performance relative to the appropriate
peer group of competitor companies, the structure of annual and long-term
incentive compensation, the appropriateness of financial and other performance
measures and the design of equity incentive plans.

Nominating Committee,
page 4

3.                                       It
appears you have provided a summary of the procedural requirements, such as
timing of notices, related to the submission of shareholder nominations.  Please also provide a summary of the
substantive (informational) requirements, as set forth by the bylaws, for
director recommendations submitted by shareholders.  Refer to Item 407(c)(2)(ii) of Regulation
S-K.

RESPONSE:  In our future filings with
the Commission requiring disclosure pursuant to Item 407(c), we intend to
include a summary of the substantive requirements, as set forth in our bylaws,
for director recommendations submitted by shareholders.

Compensation of
Directors, page 5

4.                                       For
each director, please disclose by footnote to the option awards column of the
director compensation table the grant date fair value of each equity award
computed in accordance with FAS 123R.
See Instruction to Regulation S-K Item 402(k)(2)(iii) and (iv).

RESPONSE:  During 2006, each
non-employee director of the Company received options to purchase 30,000 shares
of Company common stock.  As required by
the Instruction to Item 402(k)(2)(iii) and (iv) of Regulation S-K and clarified
by Question

United States Securities and Exchange Commission

Daniel Morris

October 10, 2007

page 3

12.03 of the Compliance
and Disclosure Interpretations regarding Item 402 of Regulation S-K, footnote 1
to the Director Compensation Table of the Proxy Statement indicates that the
grant date fair value of options granted to each director was $439,515.   The Company intends
to continue to include the relevant disclosure in future filings with the
Commission requiring disclosure pursuant to Regulation S-K Item 402(k)(2)(iii).

Compensation Program
Design, page 25

5.                                       We
note that you have identified the companies comprising the peer group that you
have relied upon for benchmarking purposes.
If you have benchmarked different elements of your compensation against
different benchmarking groups, please identify the companies that comprise each
group.  Refer to Item 402(b)(2)(xiv) of
Regulation S-K.  This disclosure should
include a discussion of where you target each element of compensation against
the peer companies and where actual payments fall within targeted parameters,
which should include an explanation of the reasons actual compensation fell
outside of a targeted percentile range, as you have done for the base salary
component of your compensation program.

RESPONSE:  We have not and do not
intend to use different benchmarking groups for different elements of
compensation.  However, in the future, if
different elements of compensation for our named executive officers are
benchmarked against different groups, we will identify each peer group and
where we targeted the compensation element against the peer group, along with
an explanation of why each target was chosen.
We intend to provide such identification and explanation in our future
filings with the Commission requiring the inclusion of Compensation Discussion
and Analysis.  In addition, to the extent
actual payments are outside of the targeted range, we intend to provide an
explanation of the reasons for the variation.

6.                                       The
Compensation Discussion and Analysis should be sufficiently precise to capture
material differences in compensation policies with respect to individual named
executive officers.  Refer you [sic] to
Section II.B.I of Commission Release No. 33-8732A.  Please provide a detailed analysis of how and
why the compensation of Mr. Carlino differs from that of the other named
executive officers.  If policies or
decisions relating to a named executive officer are materially different than
the other officers, please discuss on an individualized basis.

RESPONSE:  In our future filings with
the Commission requiring the inclusion of Compensation Discussion and Analysis,
to the extent our Chief Executive Officer’s compensation materially differs
from that of the other named executive officers, we intend to identify the
material differences and provide an explanation of the reasoning behind such
material differences.  In addition, to
the extent there are material differences in the compensation policies or
decisions regarding the other named executive officers, we intend to provide
similar disclosure regarding such material differences.

United States Securities and Exchange Commission

Daniel Morris

October 10, 2007

page 4

Elements of the
Compensation Program, page 26

7.                                       Please
expand your analysis of the elements and levels of compensation paid to the
named executive officers.  Throughout
your Compensation Discussion and Analysis, and as to each compensation element,
you should provide an analysis of how you arrived at and why you paid each
particular level and form of compensation for 2006.  For example, you state that base salaries are
targeted at the 50th percentile and then adjusted based upon
several factors.  For each named
executive officer, please specifically explain how the amount of their current
base salary, including the 2006 salary increases, was determined.  As another example, your discussion of your
annual incentive program does not explain why the target annual incentive
percentages for the chief executive officer and other named executive officers
differ.  Please revise your Compensation
Discussion and Analysis such that investors are provided with an understanding
of the specific factors considered by the committee in ultimately approving
particular pieces of each named executive officer’s compensation package and
describe the reasons why the committee believes that the amounts paid to each
named executive officer are appropriate in light of the various items it
considered in making specific compensation decisions.  Refer to Item 402(b)(l)(v) of Regulation S-K.

RESPONSE:
 In our future filings
with the Commission requiring the inclusion of Compensation Discussion and
Analysis, we intend to provide an expanded discussion of the elements and
levels of compensation paid to named executive officers, which is expected to
include an analysis of how amounts were arrived at and why particular levels
and forms of compensation were paid for the relevant year.  As indicated in our responses above, we
intend to discuss, with specificity, the reasoning behind particular benchmark
targets chosen and the actual amounts paid as well as the reasoning behind
material differences, if any, in compensation policies or decisions regarding
named executive officers.  We intend to
include in our future disclosures a discussion of the specific factors
considered by the compensation committee in setting the elements of the named
executive officers’ compensation and the reasons why the compensation committee
believes amounts paid to the named executive officers are appropriate.

Annual Incentive, page 27

8.                                       We
note that you have not provided a quantitative discussion of the terms of the
necessary targets to be achieved in order for your executive officers to earn
their 2006 incentive compensation.
Please disclose these targets and explain how your incentive awards are
specifically structured around such targets.
Please note that qualitative goals generally need to be presented to
conform to the requirements of 402(b)(2)(v).
To the extent you believe that disclosure of the targets is not required
because it would result in competitive harm such that the targets could be
excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide
on a supplemental basis a detailed explanation for such conclusion.  Please also note that to the extent that you
have an appropriate basis for omitting the specific targets, you must discuss
how difficult it would be for the named

United States Securities and Exchange Commission

Daniel Morris

October 10, 2007

page 5

executive
officers or how likely it will be for you to achieve the undisclosed target
levels or other factors.  General
statements regarding the level of difficulty, or ease, associated with
achieving performance goals either corporately or individually are not
sufficient.  Please provide insight into
the factors considered by the committee prior to the awarding of
performance-based compensation such as historical analyses prior to the
granting of these awards or correlations between historical bonus practice and
the incentive parameters set for the relevant fiscal period.

RESPONSE:  The annual cash incentive
compensation awards for the named executive officers for 2006 were based upon
both Company and individual performance.
Based on the rapid growth of the Company (fueled in large part by significant
acquisitions), specific year-end performance targets were neither approved by
the compensation committee nor formally communicated to the participants at the
outset of the 2006 fiscal year.  The
compensation committee did discuss a range of potential annual incentive award
amounts (50% to 100% of base salary) in advance of the 2006 fiscal year.  The actual incentive awards were determined
at the discretion of the compensation committee subsequent to the end of 2006,
after extensive discussion by the committee and based on a review and
assessment of the Company’s EBITDA results and the individual contributions of
each executive officer by the Chief Executive Officer.  Although the fact that the Company’s 2006
EBITDA exceeded the Company’s EBITDA guidance was a significant reason for the
committee’s decision to grant the bonus awards, there was no pre-established
2006 performance target required to be achieved for the bonuses to be awarded.

For 2007, the committee
has implemented a formal incentive compensation plan, which directly links
incentive awards to the Company’s achievement of certain pre-established EBITDA
and free cash flow targets.  The new plan
was approved by shareholders at the 2007 annual meeting and is designed to be
compliant with Section 162(m) of the Internal Revenue Code of 1986.  Because of the shift from discretionary
bonuses in previous years, the Company’s Compensation Discussion and Analysis
in the 2007 Proxy Statement discusses the plan for 2007 and discloses the
quantitative targets for 2007 performance.
In addition, for future filings with the Commission requiring the
inclusion of Compensation Discussion and Analysis, to the extent applicable, we
intend to continue to include the quantitative performance targets unless
disclosure of such targets will cause the Company competitive harm.

9.                                       Your
disclosure suggests that different elements of compensation (such as base
salary and incentive compensation) are significantly impacted by individual
performance.  Please provide additional
detail and an analysis of how individual performance contributed to actual 2006
compensation for the named executive officers.
For example, disclose the elements of individual performance, both
quantitative and qualitative, and specific contributions the compensation
committee considered in its evaluation, and if applicable, how they were
weighted and factored into specific compensation decisions.  In addition, please expand your discussion
and analysis of the factors the committee considered in

United States Securities and Exchange Commission

Daniel Morris

October 10, 2007

page 6

establishing
personal objectives for Mr. Carlino.  See
Item 402(b)(2)(vii) of Regulation S-K.

RESPONSE:  In our future filings with
the Commission requiring the inclusion of Compensation Discussion and An

CORRESP
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filename1.htm

[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]

April 30, 2007

Via EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:                               Penn
National Gaming, Inc. — Definitive Proxy Statement Filing

Ladies and Gentlemen:

On
behalf of Penn National Gaming, Inc. (the “Company”), we transmit for filing
via EDGAR pursuant to Section 14(a) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), the Company’s Definitive Proxy Statement for its
Annual Meeting of Shareholders to be held on June 6, 2007.

The
Definitive Proxy Statement submits proposals to the Company’s shareholders
seeking approval of the Company’s 2007 Employees Long Term Incentive
Compensation Plan (the “2007 LTIP”) and the Company’s 2007 Long Term Incentive
Compensation Plan for Non-Employee Directors (the “2007 Directors’ Plan” and,
together with the 2007 LTIP, the “Plans”).
The Company hereby informs the Commission, pursuant to the requirements
of Rule 14a-101, Item 10, promulgated pursuant to the Exchange Act, that it
intends to register on a Form S-8 Registration Statement the shares of common
stock available for stock option, restricted stock and other awards under the
Long 2007 LTIP and the shares of common stock available for stock option awards
under the 2007 Directors’ Plan pursuant to the Securities Act of 1933, as
amended, within ninety (90) days following the date upon which the Company’s
shareholders approve the Plans.

Please direct any
communications regarding this filing to Justin P. Klein at (215) 864-8606 or to
me at (215) 864-8528.

Sincerely,

/s/ Todd J. Russo

Todd J. Russo