Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 to Form 8-K):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 24.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 40.13e-4(c))

Item 2.02               Results of Operations and Financial Condition.

On October 26, 2004, Penn National Gaming, Inc. issued a press release announcing financial results for the third quarter of 2004 and conducted a conference call to discuss such financial results.  The full text of the press release is attached as Exhibit 99.1.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01               Financial Statements and Exhibits.

(c)               Exhibits.  The following exhibit is being filed herewith:

99.1            Press release issued by Penn National Gaming, Inc. dated October 26, 2004

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SIGNATURES

                Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Exhibit 99.1

Replay information provided below

FOR IMMEDIATE RELEASE

PENN NATIONAL GAMING REPORTS RECORD THIRD QUARTER

RESULTS AS DILUTED NET INCOME PER SHARE RISES 20.6%

• Net Income Per Diluted Share from Continuing Operations Rises 27.3%
Year-Over-Year to $0.56 Exceeding Guidance by $0.01 After Giving Effect
to the Announced Sale of Pocono Downs, Which is Now Classified as Discontinued - -

• Increases 2004 Continuing Operations E.P.S. Guidance by $.02 to $2.05 Reflecting the $.06
Per Share Impact of Pocono Downs’ Classification as Discontinued -

Wyomissing, Penn., (October 26, 2004) -- Penn National Gaming, Inc. (PENN: Nasdaq) today reported record third quarter results for the period ended September 30, 2004.

Summary of Q3 Results (In millions, except per-share data)

*                 EBITDA is income from continuing operations excluding charges for depreciation and amortization and gain/loss on disposal of assets, and is inclusive of earnings from joint venture.  A reconciliation of net income (GAAP) to EBITDA as well as income from operations (GAAP) to EBITDA, is included in the financial schedules accompanying this release.

-more-

+                 Hollywood Casino – Shreveport is accounted for as a discontinued operation effective April 1, 2004.  As a result of Penn National’s recently announced sale of Pocono Downs Racetrack and its affiliated off-track wagering facilities, the Company is accounting for these facilities as discontinued operations (effective July 1, 2004).  The income/loss and diluted loss per share figures from discontinued operations are net of taxes.

Commenting on the results, Peter M. Carlino, Chief Executive Officer of Penn National said, “Penn National delivered a solid third quarter despite the difficult weather we experienced in the quarter which impacted the results at our three Gulf coast properties.  Our diluted net income per share for the third quarter slightly exceeded our guidance as the prior guidance did not contemplate the classification of Pocono Downs, a contributor to profits, as a discontinued operation.”

“Subsequent to the end of the third quarter, we announced progress in our plans to develop slot facilities at our race tracks in Pennsylvania and Maine.  In Pennsylvania, after much deliberation and analysis, it was determined that we would sell Pocono Downs, its 400-acre parcel of land and its established network of off-track wagering sites to satisfy the condition of Pennsylvania’s new legislation that restricts ownership to just a third of a second licensed slot operation.  The expected net sale proceeds of approximately $175 million will initially be used for debt reduction and the sale allows us to aggressively proceed with the development of the slot machine facility at Penn National Race Course.  We intend to soon unveil the design concept for our new gaming facility at Penn National Race Course.  This plan incorporates what we believe will be an exciting and entertaining integrated facility within the general range of our originally announced capital expenditures.  While there have been some modifications proposed to the enacting legislation, we remain comfortable with our target of opening the Penn National Race Course slots facility in early 2006.

“In Maine, we have secured an unconditional racing license for Bangor Historic Track for 2004 and are seeking the required State Gambling Control Board approvals necessary to develop the State’s first and only gaming facility with approximately 1,500 slot machines.  This project remains on track for a mid-2006 opening following the required licensing of machine manufacturers and distributors, and finalization of rules necessary for slots to become operational which are expected in 2005.

“We view both the Pennsylvania and Maine projects as high return expansion opportunities that leverage our management and development skills and prudent use of capital for expansion, all of which is well demonstrated in the Company’s Charles Town Races operations.  Locally, we are confident that each of these projects will create significant new employment and meaningful economic development while increasing state and local tax revenue.

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“Reflecting continued strong operating trends, during the third quarter we reduced debt by approximately $57.6 million.  I am pleased that Penn National’s impressive free cash flow has allowed for such de-leveraging as well as increased financial flexibility for funding future growth through additional property expansions, acquisitions and expansion related to new gaming legislation.

“Recently announced gaming industry transactions underscore the tremendous value of our portfolio of properties.  Penn National has completed three major transactions in the last four years and in each case we reduced the total transaction value as a multiple of EBITDA in the twelve months following the closing.  As such, we maintain a very disciplined approach to identifying growth opportunities and their potential benefit to Penn National based on several criteria including return on investment, further revenue, geographic and earnings diversification and, most importantly, the potential to enhance shareholder value.”

Financial Guidance

The following table sets forth current guidance targets for continuing operations (e.g. excluding Hollywood Casino – Shreveport and Pocono Downs Racetrack and its affiliated off-track wagering facilities) for the fourth quarter and full year 2004 and assumes that:

•                  There will be no financial contributions or material expenditures related to acquisition prospects during the period;

•                  There will be no debt restructuring costs in 2004;

•                  The effective tax rate for federal, state and local income taxes for 2004 will be 37%; and,

•                  There will be no material changes in economic conditions, applicable legislation or regulation, world events or other circumstances beyond our control that may adversely affect our results of operations.

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Financial Guidance (continued)

*                 EBITDA is net income from continuing operations plus depreciation and amortization, gain/loss on disposal of assets, interest expense - net, income taxes, other expense, loss on change in fair value of interest rate swaps and loss on early extinguishment of debt and is inclusive of earnings from joint venture.

#                 Adjusted diluted earnings per share is diluted earnings per share from continuing operations excluding the change in the fair value of interest rate swaps and the write-off of deferred finance fees and pre-payment fees associated with bank debt that was repaid with the proceeds of financings completed in the first quarter of 2003.

+                 Represents continuing operations.

++          Penn National’s prior 2004 guidance did not anticipate the proposed sale of Pocono Downs (now a discontinued operation) which was projected to contribute $0.06 per diluted share for 2004 in the prior guidance.

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PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

Property Information - Continuing Operations

(In thousands) (unaudited)

(1)          EBITDA is income from continuing operations excluding charges for depreciation and amortization and gain/loss on disposal of assets, and is inclusive of earnings from joint venture.  EBITDA does not represent net income or cash flows from continuing operations as those terms are defined by generally accepted accounting principles.  EBITDA does not necessarily indicate whether cash flows will be sufficient to fund cash needs.  A reconciliation of net income (GAAP) to EBITDA as well as income from operations (GAAP) to EBITDA, is included in the financial schedules accompanying this release.

(2)          Hollywood Casino – Aurora, Hollywood Casino – Tunica and Hollywood Casino – Shreveport were acquired by Penn National Gaming on March 3, 2003 and accounted for as of March 1, 2003.  As a result of Penn National’s decision not to participate in the bidding process for the sale of Hollywood Casino – Shreveport, the Company is now accounting for this facility as a discontinued operation (effective April 1, 2004).  In the three months ended March 31, 2003, under former ownership for two months of the quarter, Hollywood Casino – Aurora revenues were $71.0 million and EBITDA was $20.3 million and Hollywood Casino – Tunica revenues were $27.8 million and EBITDA was $4.9 million.  For the purposes of comparison, the 2003 revenue figures for Hollywood Casino – Aurora and Hollywood Casino – Tunica under former ownership for two months of the quarter have been restated to conform with Penn National’s presentation.

-reconciliations follow-

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Reconciliation of EBITDA to Net Income (GAAP)

PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

(In thousands) (unaudited)

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Reconciliation of Income From Operations (GAAP) To EBITDA

PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

Property Information Including Corporate Overhead – Continuing Operations

(In thousands) (unaudited)

Three Months Ended September 30, 2004

PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

Property Information Including Corporate Overhead – Continuing Operations

(In thousands) (unaudited)

Three Months Ended September 30, 2003

(1)          Hollywood Casino – Aurora, Hollywood Casino – Tunica and Hollywood Casino – Shreveport were acquired by Penn National Gaming on March 3, 2003 and accounted for as of March 1, 2003. Hollywood Casino – Shreveport is accounted for as a discontinued operation effective April 1, 2004.

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PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

Property Information Including Corporate Overhead – Continuing Operations

(In thousands) (unaudited)

Nine Months Ended September 30, 2004

PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

Property Information Including Corporate Overhead – Continuing Operations

(In thousands) (unaudited)

Nine Months Ended September 30, 2003

(1)          Hollywood Casino – Aurora, Hollywood Casino – Tunica and Hollywood Casino – Shreveport were acquired by Penn National Gaming on March 3, 2003 and accounted for as of March 1, 2003.  Hollywood Casino – Shreveport is accounted for as a discontinued operation effective April 1, 2004.

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Reconciliation of Net Income and Net Income Per Share (GAAP) to Adjusted Net Income and Per Share Earnings

*      In the nine months ended September 30, 2003 Penn National Gaming recorded pre-tax charges of $527 and $1,310 for loss on change in fair values of interest rate swaps and loss on early extinguishment of debt, respectively.  The after tax effect of the 2003 charges for change in fair values of interest rate swaps and loss on early extinguishment of debt was $343 or $0.01 per diluted share and $851 or $0.02 per diluted share, respectively.

-income statement follows-

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PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

Summary Consolidated Statement Of Income

(In thousands, except per share data) (unaudited)