SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* SHATTUCK BARBARA Z (Last) (First) (Middle) 825 BERKSHIRE BLVD SUITE 200 (Street) WYOMISSING PA 19610 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/29/2004	3. Issuer Name and Ticker or Trading Symbol PENN NATIONAL GAMING INC [ PENN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

No securities are beneficially owned.

	/s/Robert S Ippolito as attorney-in-fact for Barbara Z Shattuck	02/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

For Executing Forms, 3, 4 and 5
      Know all persons by these presents, that the undersigned
hereby constitutes and appoints William J. Clifford, Robert S.
Ippolito and Jordan B. Savitch, and each of them, his true and
lawful attorney-in-fact to:

(1) prepare and/or execute for and on behalf of the undersigned,
in the undersigned's capacity as an officer and/or director of
Penn National Gaming, Inc. (the "Company"), Forms 3, 4 and 5 to
report transactions in the Company's securities reportable by the
undersigned in accordance with the provisions of Section 16(a) of
the Securities Exchange Act of 1934, as amended, and the rules
promulgated thereunder; and

(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
preparation, execution and timely filing of any such Form 3, 4 or
5, and any amendment thereto, with the United States Securities
and Exchange Commission and any other authority, it being
understood that the documents executed by such attorney-in-fact
on behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in his discretion.

      The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform all and every act and
thing whatsoever, necessary and proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all
intents and purposes as such attorney-in-fact might or could do
if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.  The
undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are
not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934, as amended.

      This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms,
3, 4 and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 29th day of January, 2004.
      						/s/ Barbara Z Shattuck
							Signature
      						Barbara Z Shattuck
							Print Name
PHL_A #1684602 v1	2

PHL_A #1684602 v1